SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR  THE  YEAR  ENDED DECEMBER 31, 2000         COMMISSION FILE NUMBER 000-25306

                            EQUUS GAMING COMPANY L.P.
                            -------------------------
             (Exact name of registrant as specified in its charter)

           Virginia                                        54-1719877
-------------------------------                          ---------------
(State or other jurisdiction of                          I.R.S. Employer
incorporation or organization)                         Identification No.)

                             650 Munoz Rivera Avenue
                            Doral Building, 7th Floor
                          Hato Rey, Puerto Rico  00918
              -----------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

Registrant's  telephone  number,  including  area  code:  (787)  753-0676

Securities  registered  pursuant  to  Section  12(b)  of the Act: Not applicable

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

TITLE  OF EACH CLASS                    NAME OF EXCHANGE ON  WHICH  REGISTERED

Class A Units representing assignment   Nasdaq SmallCap Market System Beneficial
ownership  of  Class  A  limited        ("Nasdaq/SCMS")
partnership interest and evidenced by   In January 2001 the Company was delisted
beneficial assignment certificates      from the  Nasdaq  Stock  Market.
("Units")

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  report(s),  and  (2)  has  been subject to such filing
requirements  for  the  past  90  days.  Yes   [X]   No  [  ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [   ]

As  of  March  31,  2001,  the aggregate market value of 3,082,892 Units held by
non-affiliates  of  the  registrant  was  $2,620,458.

Documents  Incorporated  By  Reference:  Not  Applicable


<PAGE>
                            EQUUS GAMING COMPANY L.P.

                          2000 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----


                                     PART I

     Item  1.     Business                                                     1
     Item  2.     Properties                                                   6
     Item  3.     Legal  Proceedings                                           7
     Item  4.     Submission  of  Matters  to a Vote of Security Holders       9


                                     PART II

     Item  5.     Market  for  Registrant's Class A Units and Related
                       Unitholder Matters                                     10
     Item  6.     Selected  Financial  and  Operating  Data                   10
     Item  7.     Management's  Discussion  and  Analysis  of
                       Financial  Condition  and  Results  of  Operations     12
     Item  8.     Financial  Statements  and  Supplementary  Data             23
     Item  9.     Changes  in  and  Disagreements  with  Accountants
                       on  Accounting  and  Financial  Disclosure             54


                                    PART III

     Item  10.     Directors  and  Executive  Officers  of  the  Company
                       and EMC                                                54
     Item  11.     Executive  Compensation                                    56
     Item  12.     Security  Ownership  of  Certain  Unitholders  and
                       Management                                             58
     Item  13.     Certain  Relationships  and  Related  Transactions         59


                                     PART IV

     Item  14.     Exhibits,  Financial  Statement Schedules and Reports
                       on Form  8-K                                           59


<PAGE>
                                     PART I

ITEM  1.  BUSINESS

GENERAL

     Equus  Gaming Company L.P. (the "Company"), a Virginia limited partnership,
is  engaged  in thoroughbred racing, wagering and other gaming businesses in the
Caribbean,  Central  and  South America.   Through its subsidiaries, the Company
operates  four  racetracks  and manages an off-track betting (OTB) system in the
various  countries  where the Company operates. Equus Management Company ("EMC")
is  the  general  partner  of  the  Company.

     The  Company  has  a  99%  interest  in Housing Development Associates S.E.
("HDA"),  the  owner  of  El  Comandante  Racetrack  ("El Comandante"), the only
licensed  thoroughbred  racing  facility  in  Puerto  Rico.  El  Comandante  has
operated  since  January  1,  1998  as  a  wholly-owned  subsidiary  of  HDA, El
Comandante  Management  Company,  LLC  ("ECMC").

     The  Company  has  a  55%  interest  in  Galapagos, S.A. ("Galapagos"), the
operator  since  April  1995  of  the  V  Centenario  Racetrack in the Dominican
Republic  ("V  Centenario") and a 51% interest in Equus Entertainment de Panama,
S.A.  ("Equus-Panama"),  the  operator  since  January 1, 1998 of the Presidente
Remon  Race  Track  in  the  Republic  of  Panama  ("Presidente  Remon").  Both
racetracks are government-owned and operated by the Company's subsidiaries under
long-term  license  contracts.  The  Company  also  has  since  early  1999  a
controlling  50%  interest  in  Equus-Comuneros  and  in 2000 a controlling 100%
interest  in  Equus-Uruguay,  S.A.

     The  company  also  has  a  controlling  100% interest in Satellite Service
International,  Inc. ("SSI") and Agency Betting Network, Inc. ("ABN").  SSI will
provide  up-link  services,  satellite time (contracted from a third party), and
leasing  of  video  and  data  telecommunication  equipment,  to  transmit  (or
simulcast)  live  races  from  and to the Company's racetracks and OTB agencies,
including  live  races from outside the Company's operational territories to the
agency distribution network in order to increase the level of  wagering revenues
through  the  Company's  OTB  system.  ABN  is establishing and operating an OTB
agency  system  in  Colombia  in  conjunction  with  Los Comuneros Race Track in
Medellin, Colombia ("Los Comuneros"), owned and operated by Equus Comuneros S.A.
("Equus-Comuneros").  The Colombia OTB system is expected to  operate in Bogota,
Medellin  and  other  major  cities.

          At  the  present  time,  the  Company  is expanding and implementing a
high-technology satellite communication (video and data -VSAT system) eventually
reaching  all  OTB  agencies  in its system.  The consolidation of the Company's
telecommunication  needs  via  this  system  will  ensure greater efficiency and
reliability,  both  for  local  distribution  within  each  jurisdiction and for
integration  of  its  wagering  markets  into  a  single  network.


A.  PUERTO  RICO  OPERATIONS

     El  Comandante  is  the leading racetrack in the Caribbean when measured in
gross dollars wagered. Thoroughbred horse racing has been conducted continuously
at  El Comandante since 1976 and at a predecessor facility since 1957. Races are
currently  run  52  weeks  per  year,  generally  five  days  per  week (Monday,
Wednesday,  Friday,  Saturday  and  Sunday).  Wagering  is  conducted  through
facilities  at  the  racetrack  and at independently-owned OTB agencies that are
linked  via  on-line  computers  to  El  Comandante.  During  2000,  there  were
approximately  650  OTB  agencies  in  operation.  Management expects to open an
additional  50  OTB  agencies  in  the  year  2001.


                                        1
<PAGE>
     Since  commencing the on-line wagering system, all of El Comandante's races
have  been broadcast via commercial television in Puerto Rico.  The contract for
production  of  the  televised  program  expired  in  December of 2000 and as of
January  of  2001 production was integrated with the racetrack's operations at a
substantial  saving.  The  telecast  permits  OTB  patrons  to  monitor odds and
handicapping  information  until post time and then to view the live race.  Live
races  are  currently  broadcasted  through  an agreement with S&E Network, Inc.
("S&E").  The  Company  is  implementing  a high technology communication system
(data  and  video-VSAT)  with  a  satellite link (HUB) in Puerto Rico having the
capacity  to  simulcast  live  races to other operations and to countries in the
Caribbean  and  South  America.

     ECMC  has  a  new  contract  effective  July  1,  2000 with the Puerto Rico
horseowners confederation requiring that horseowners supply sufficient horses to
conduct  racing operations in accordance with the racing program approved by the
Puerto  Rico  Racing  Board,  which stipulates a minimum of forty (40) races per
week.  The  contract  obligates  ECMC to provide stables and related facilities.
The  contract,  which establishes the amount to be paid to horseowners as purses
and other economic terms and its amendment of March 16, 2001 expires on December
31,  2010.

     COMPETITION.   El  Comandante,  the  only  licensed  thoroughbred racetrack
facility  in Puerto Rico, is operated by ECMC under an operating license granted
by  the  Puerto Rico Racing Board.  The operating license provides ECMC with the
exclusive  right  through  December 14, 2004, to operate a race track in the San
Juan Region (the largest of three regions in Puerto Rico) which includes the San
Juan  metropolitan  area  and  over  three-fourths  of  the northern half of the
Island;  the  exclusive  right  to  conduct  all  types  of  authorized  betting
throughout  Puerto  Rico, based on races held at El Comandante; and the right to
hold a minimum of 180 day or night-race days per year.   Until the expiration of
the  Operating License, no other thoroughbred racetrack license for the San Juan
Region  may  be  issued.

     ECMC  faces  competition  from  other forms of legalized gambling in Puerto
Rico.  There  are  19  licensed  casinos  in  Puerto Rico offering card and dice
games,  slot machines and other games of chance.  The Puerto Rico Government has
operated  a  ticket  lottery  for  more  than  50 years and in 1991 commenced an
electronic  jackpot  lottery.    In  addition,  there are numerous cock fighting
venues on the Island.   ECMC also faces competition from illegal gambling.   The
Puerto  Rico  Government  may,  through  legislation,  legalize  other  forms of
gambling  or grant additional gaming licenses to those forms of gambling already
authorized  by  law.

     ECMC  could face competition if an application that has been filed with the
Racing Board for a competing race track outside the San Juan Region in the south
western  part  of  the  island is approved.   Public hearings began in December,
2000.   The  competing  application  is  requesting  that  racing  days be split
between  ECMC and the proposed race track.  If approved, and built, the proposed
race  track  would  compete for the already shortage of horses, OTB agencies and
wagering dollars.  This would materially impact the ability for ECMC to survive.
Management  is  opposing  the proposed race track on the basis that two (2) race
tracks  cannot  operate  in  the  Puerto  Rico  market.

     EMPLOYEES.  ECMC  had  approximately 241 employees as of December 31, 2000.
There were 70 employees working in the mutuel, print shop, racing closed circuit
television  and  help  desk  departments  covered  by  a  collective  bargaining
agreement  between  ECMC  and  El  Comandante  Racetrack  Employees Union, which
expired  August  23,  1998  and was renewed in January 15, 2001 for a three-year
period;  100  employees  performing  building  and premises maintenance services
covered  by  a  collective  bargaining  agreement  between  ECMC and the General
Workers Union, which began March 1, 2000, for a three year period. There were 71
employees working in administrative positions. All the security guards positions
were  eliminated  at  the  end of 1999 and an outsourcing agreement for security
services  was  signed between ECMC and the Rangers American of Puerto Rico for a
period  of  one  year,  with  yearly  renewable  options,  which have since been
exercised,  commencing  in  January 2000. In an effort to evaluate its personnel
needs  and  requirements,  ECMC  implemented  a  computerized  accounting  and
management  information system that has resulted in a reduction in the number of
employees  from  241  to  180  as  of  March  15,  2001.


                                        2
<PAGE>
B.  DOMINICAN  REPUBLIC  OPERATIONS

     In 1995, Galapagos was selected by the Dominican Republic Racing Commission
to operate the government-owned V Centenario racetrack in Santo Domingo pursuant
to  a  ten-year  agreement  ending  April  2005. The contract may be renewed for
additional  ten-year  periods  by mutual agreement of the parties.  The contract
also  provides  Galapagos  with  the  right  to develop off-track betting in the
Dominican  Republic  and  the exclusive right to simulcast live horse races from
other  countries  into  the  Dominican  Republic.  During  the  year  2000,  the
Dominican  Republic  government  authorized  its  National  Racing Commission to
initiate negotiations to extend the agreement for an additional ten-year period.

     At  December  31,  2000  there  were  approximately  265  installed and 202
operating  OTB  agencies  in  the  Dominican  Republic.   The  OTB system in the
Dominican  Republic  has  been  negatively  impacted  by the inability to obtain
dependable  broadcasting  of  live  races  by  commercial  television with broad
island-wide  penetration.  During the year 2001, the Company expects to complete
the  installation  of  the  video  and  data  transmission  system (VSAT) with a
communications center that will be more efficient, reliable and economical  than
conventional  telephone  lines  and  television  airtime.

     Currently,  live  racing  is  conducted three days per week with a six-race
card.  Full  card wagering on simulcast races from El Comandante is offered five
days  a  week.  During  the  year  2001  Galapagos,  S.A. will participate in an
international pool bet (pick 3, 6, 9) on  simulcast races from the United States
which  management believes will attract local racing fans because of potentially
large  pool  prizes.  During the first quarter of 2001, the Company presented to
the  Dominican  Republic  government  a  legislative proposal to reduce taxes by
avoiding  double  taxation  in the Dominican Republic and Puerto Rico on winning
tickets.  The  proposed  legislation  also  provides for economic and investment
incentives  to further improve the racing program and  betting options, increase
the  pool  of  horses  and  upgrade  video  transmission.

     In  2001,  Galapagos  S.A.  has applied to the Government for a sports book
license.  If approved, this would be an added source of revenue for the Company.

     LOTTERY.  Galapagos  has  a  five-year  contract  with  a  private operator
(Autotote)  to  provide  the  wagering  distribution  system  for  a
government-sponsored  electronic  lottery,  which commenced on November 1, 1997.
Lottery  games  are  sold  at OTB agencies selected by Galapagos and at agencies
selected  by the lottery operator. Galapagos' commissions (net of fees paid to a
third  party)  are 1% of gross lottery sales at lottery agencies and 2% of gross
lottery  sales at OTB agencies. In addition, the lottery operator pays Galapagos
a  monthly fee for each OTB agency that sells lottery games as reimbursement for
a 50% share of telephone line costs. Galapagos also selects the lottery agencies
to  take  Pick  6  pool  wagers  on  Galapagos'  live  and  simulcast  races.

     In  June  2000  the  operator unilaterally discontinued using the Company's
wagering  distribution  system  and  entered  into  a private agreement with the
service  provider.  At  the  present,  this  and other issues are the subject of
arbitration  proceedings.

     COMPETITION.  Galapagos  faces  competition from other forms of gambling in
the  Dominican  Republic.  The  Dominican  Republic Government operates a ticket
lottery  and  an  electronic  lottery  throughout  the  country.  The electronic
lottery  which  commenced operations in November 1997 has steadily increased its
share  of  the  gaming  market.  Lottery wagering shows strong cyclical patterns
directly  linked  to  the  amount accumulated in the jackpot.  The lottery which
carried jackpot prizes exceeding US$6 million on two Saturdays in 2000 decreased


                                        3
<PAGE>
the  betting  handle  on  the  best  racing  day  of the week.  The pick-6 wager
represents  roughly  40%  of  betting  handle.  There  are  approximately  3,000
independent  sports  betting  agencies  in  the  Dominican  Republic. There were
approximately  153  OTB  agencies at December 31, 2000.  Wagering on baseball is
particularly  popular.  Wagering  on  cock fighting is both legal and popular in
the  Dominican Republic.  Casino gaming is permitted at hotels with a minimum of
100  rooms and there are 25 licensed casinos in operation.  Galapagos also faces
competition  from  illegal  gambling.

     EMPLOYEES.  Galapagos  had  139  employees at December 31, 2000.  Galapagos
has  no  agreements  with  unions  and  has not experienced any work stoppage or
material  labor  difficulties.


C.  PANAMA  OPERATIONS

     Equus-Panama  operates  the  government-owned Presidente Remon racetrack in
Panama  City  pursuant  to  a  20-year  agreement  ending in December 2017.  The
contract  also  gives  Equus-Panama  the  right  to develop off-track betting in
Panama  and  the  exclusive right to simulcast horse races from and into Panama,
the right to operate up to 500 slot machines and sport betting at the racetrack.
Upon  execution  of  the  contract, Equus-Panama paid $2.2 million to the Panama
Government.   Equus-Panama  began  simulcasting  races from the United States on
January  2,  1998  and  live  racing commenced on February 14, 1998, after major
improvements  to  the  racing  strip  and  facilities.

     At  December  31,  2000,  there  were  125  OTB  agencies  in  Panama City.

     Equus-Panama  has contracted with a third party to supply slot machines and
a  sport book operation at the racetrack. The third party operator has installed
125  slot  machines  and  set-up a sports book operation.  Final approval of the
license  occurred  in  April  2001.

     At  the  present  time,  live racing at Presidente Remon is transmitted via
microwave.  Cable  television    OTB agencies outside the metropolitan broadcast
area  are dependent on transmission by radio.  Equus-Panama is in the process of
providing  a  new communication and video system (VSAT) for all OTB agencies and
plans  to  increase  the  number of agencies throughout Panama, including remote
parts  of  the  country  where  video and communication coverage has been either
non-existent  or  unreliable.

     COMPETITION.  Equus-Panama  faces competition from other forms of legalized
gambling  in  Panama.  There  are  12 licensed casinos in Panama offering cards,
dice  games  and  slot  machines  plus  15  slot  machine  parlors.  The  Panama
Government  has  operated  a  lottery  for  more  than  50  years.

     EMPLOYEES.  At  December  31,  2000,  Equus-Panama  had  255  employees.


D.  COLOMBIA  OPERATIONS

     Since  the  beginning  of  1999, Equus-Comuneros has owned and operated Los
Comuneros  Racetrack  in Medellin, Colombia.  Prior to the Company's involvement
in these operations, Los Comuneros hosted one live meet per week with an average
handle  of  approximately  $100,000,  and  employed an OTB system with a limited
number  of  sites  and  technology.  During  2000  Los  Comuneros  operated
approximately  150  OTB  agencies.  Wagering  revenues  from  those agencies was
minimal  due  to limitations in the number of live races and a lack of simulcast
races  from  other  countries.

     In December 2000 the Racing Board approved more live races and simulcasting
from other countries.  In 2000, the Company entered into a totalizator agreement
with  United  Tote  for  state-of-the-art terminals that is expected to increase
significantly  OTB  agency  betting.


                                        4
<PAGE>
     The  OTB  agency  network  operated  by  ABN,  a  wholly owned Puerto Rican
subsidiary  of  the  Company, will be equipped with improved satellite video and
data  communication  equipment  with  the  capacity  to  service major cities in
Colombia.  As of December 31, 2000, approximately 85 ABN antennas were installed
in  Colombia.

     ABN  has  also  applied  to  the  Government  for  a Sports Betting license
(gambling  machines).  If  granted,  it could have a material positive impact on
future  earnings.

     COMPETITION.   Equus-Comuneros  faces  competition  from  other  forms  of
legalized  gambling  in  Colombia,  including  a  lottery  system.

     EMPLOYEES.   At  December  31,  2000  Equus-Comuneros had 120 employees. On
race  days  there  are  an additional 55 employees operating the betting system.


E.  URUGUAY  OPERATIONS

     In  2000,  the  Company  was  awarded exclusive rights by the Government of
Uruguay  to operate the Maronas racetrack in Montevideo and an off-track betting
agency network together with the right to operate up to 1,500 slot machines in 5
locations.

     The  necessary restoration of the racetrack would, in management's opinion,
require  an initial investment of $12 million.  Efforts to raise the $12 million
by  the  due  date  were  unsuccessful.  Consequently, the concession expired in
March  31,  2001,  and  the  Company's  bid  bond  in the amount of $450,000 was
forfeited  and  thus,  expensed  during  the  fiscal  year  2001.

     If,  as believed, the Government intends to offer the Moronas racetrack for
bid,  the  Company  may  bid  again.


F.  SATELLITE  SERVICES  INTERNATIONAL,  INC.  ("SSI")

     SSI,  a  wholly owned subsidiary of Equus Gaming Company L.P., will provide
up-link  services,  satellite  time  (contracted  thru a third party), and lease
video  and  data  telecommunications  equipment  to transmit (or simulcast) live
races between the Company's racetracks and the OTB agencies.  SSI will receive a
percentage  of  wagering handle on simulcast faces throughout the Equus network.

     The  main  asset  of  SSI is the VSAT System consisting of a hub, satellite
channel and remote VSAT's in each jurisdiction where the Company has pari-mutuel
wagering.  Upon  completion,  the  integrated  system will be more efficient and
reliable  than  the terrestrial telephone lines currently utilized. In September
2000,  SSI  retained  the  services  of a third party network management firm to
oversee  the  implementation  of  the  network  and provide 24-hour maintenance.

     As  of  December  31,  2000,  the  physical  assets of SSI consisted of the
following:

     (a)  Hub  Master  Earth  Station  in  San  Juan,  Puerto  Rico

     (b)  Satellite  Uplink  Stations  in  San  Juan,  Puerto  Rico

     (c)  VSAT  and  video  telecommunications  equipment  for  930 OTB sites in
          Puerto  Rico,  Colombia,  Dominican  Republic  and  Panama.


                                        5
<PAGE>
     In  addition  to  providing  video  and  data  transmission  services  for
pari-mutuel  wagering,  the VSAT System will offer data transmission services to
closed  user  communities  that  rely  on  interactive  broadband  applications
independent  from terrestrial lines such as "pay at the pump" gasoline stations,
pharmacy  prescription  networks  and  lottery  sales.


G.  AGENCY  BETTING  NETWORK,  INC.  ("ABN")

     ABN  is  a wholly owned subsidiary of Equus Gaming, L.P. which is currently
installing and operating an  OTB agency system in Colombia, to provide satellite
and  data communication system, which is contemplated to reach and penetrate all
of  the  major  cities  in  Colombia.


H.  VIRGINIA  RACING  LICENSE

     During 1999 the Company attempted to acquire a license to own and operate a
horse  racetrack  in  Prince William County, Virginia.  On November 17, 1999 the
Virginia  Racing  Commission  made  a  final  decision not to award the Virginia
License  to  any  of the applicants.  The Company wrote-off all costs associated
with  the  license  application  in  1999.


ITEM  2.  PROPERTIES

     EL  COMANDANTE.  HDA  is the owner of El Comandante, situated on a 257-acre
parcel  of  land  in  Canovanas, Puerto Rico, approximately 12 miles east of San
Juan.  El  Comandante  properties  include  the  following:

     a.   A  building  consisting  of  a six-level grandstand and clubhouse with
          seating  for  over  10,000  and  a total capacity in excess of 25,000,
          including  glass-enclosed  air-conditioned  dining  rooms with seating
          capacity  for  over  1,400;

     b.   Racing  facilities,  including  a  one-mile  oval  strip  with  a
          seven-furlong  chute  and  a  65-foot  wide  exercise  track;

     c.   Barn  area  and  related  facilities,  including  1,595  horse stalls;

     d.   Paved  parking  area  that  can  accommodate  7,250  vehicles;

     e.   Landscaped  infield  containing  three  lakes  and  a  waterfall.

     These  properties  were  severely damaged by Hurricane Georges in 1998. The
grandstand  and  clubhouse  were  rebuilt  on  a  reduced scale in late 1998 and
finalized  in  1999.

     ECMC  also  owns certain race track and telecommunication equipment used in
the  operation  of  El  Comandante  and  the  off-track  betting  system.

     V  CENTENARIO.   Galapagos  leases V Centenario from the Dominican Republic
Government.  V  Centenario  is  situated  on a parcel of land, approximately 7.5
miles  east  of  Santo  Domingo,  Dominican  Republic.  V  Centenario properties
include  the  following:


                                        6
<PAGE>
     a.   A  building  consisting  of  grandstand and clubhouse with seating for
          over  4,200  and  total  capacity  in  excess  of 10,000, including an
          air-conditioned  dining  room  with  seating  for  400;

     b.   Racing  facilities,  including  a  one-mile  oval  strip  with  a
          seven-furlong  chute  and  a  1,400  meter  exercise  track;

     c.   Barn  area  and  related  facilities,  including  950  horse  stalls;

     d.   Paved  parking  area  that  accommodates  1,100  vehicles.

     Galapagos also owns certain race track and telecommunication equipment used
in  the  operation  of  V  Centenario  and  the  off-track  betting  system.

     PRESIDENTE  REMON.  Equus-Panama  leases  Presidente  Remon from the Panama
Government.  Presidente  Remon  is situated on a 175-acre parcel of land in Juan
Diaz,  Panama,  approximately  5 miles east of downtown Panama City.  Presidente
Remon  properties  include  the  following:

     a.   A  building  consisting  of  grandstand and clubhouse with seating for
          over  2,000  and  a  total  capacity  in  excess  of 10,000, including
          air-conditioned  dining  rooms  with  total  seating  capacity of 400;

     b.   Racing  facilities,  including  a  one-mile  oval  strip  with  a
          seven-furlong  chute,  a ten-furlong chute, and a 1,400-meter exercise
          track.

     c.   Barn  area  and  related  facilities,  including  1,200  horse stalls;

     d.   Paved  parking  area  that  accommodates  600  vehicles.

     Equus-Panama  also  owns certain race track and telecommunication equipment
used  in  the  operation  of  Presidente Remon and the off-track betting system.

     LOS  COMUNEROS.  Equus-Comuneros is the owner of Los Comuneros, situated in
Medellin,  Colombia.  Los  Comuneros  properties  include  the  following:

     a.   A  building  consisting of grandstand and clubhouse with total seating
          capacity  of  5,500;

     b.   Racing  facilities,  including  a  1,300-meter  oval  strip  with  a
          six-furlong  chute;

     c.   Barn  area  and  related  facilities,  including  300  horse  stalls;

     d.   Parking  area  that  accommodates  500  vehicles.


ITEM  3.   LEGAL  PROCEEDINGS

     Autotote Systems, Inc. ("Autotote") a provider of totalizator services, has
filed  claims  against  Galapagos,  S.A.  ("Galapagos"),  Equus  Comuneros, S.A.
("Equus  Comuneros"),  Equus  Gaming  Panama,  S.A.  ("Equus-  Panama")  and  El
Comandante Management Company ("ECMC") for unpaid service fees and against Equus
Comuneros  for  liquidated  damages.


                                        7
<PAGE>
     The  amounts  claimed  as  of  March  14,  2001  are  as  follows:

     a.     El  Comandante                         $186,415  plus  interest

     b.     Galapagos                              $194,977  plus  interest

     c.     Equus  Panama                          $227,379  plus  interest

     d.     Equus  Comuneros                       $584,262  plus  interest

     e.     Equus  Comuneros  (damages)            $2,276,780


     Equus  Panama  has  agreed  to  pay  the  amount claimed; each of the other
companies  has  contested  the  claims  on  the  grounds  that Autotote breached
material  contractual  obligations.

     El Comandante and Galapagos have also filed counterclaims against Autotote.

     The arbitration hearings concluded on April 9, 2001; rulings on the various
claims  and  counterclaims  are  expected  on  or  before  May  15,  2001.

     In  addition,  the Company has disputed various cases since 1991 related to
the  volume of business tax as assessed by the Municipality of Can vanas, Puerto
Rico,  in  which  El  Comandante racetrack.  The Company's basis for the dispute
relates  to  the  fact  that the local municipality of Can vanas is assessing as
volume  of  business, the sales commissions earned by the numerous OTB agencies,
located  throughout  the  island of Puerto Rico, while the OTB agencies are also
reporting and paying in their local communities the volume of business conducted
in  their  individual  agencies.  The  Company  claims  this is a case of double
taxation  and  that  the  Company  should  not  be  taxed on the agencies volume
business  sales.   The  Appellate  Court  of  Puerto  Rico ruled in favor of the
Municipality  of  Canovanas  and  confirmed  the  deficiencies.  The Puerto Rico
Supreme Court denied a petition for hearing the case and as result the Appellate
Court's  decision  became  final.

The following schedule lists the deficiencies that have not been paid since 1993
and  which  are  included  within Accounts Payable and Accrued Liabilities as of
December  31,  2000.


                FISCAL  TAX  YEAR            DEFICIENCY
                -----------------            ----------

                     93-94                  $   94,887
                     96-97                     159,526
                     97-98                     155,166
                     98-99                     138,783
                     99-00                     114,374
                     00-01                     131,326
                                             ---------

               Total  deficiency            $  794,062
                                            ==========


     The  Company and certain of its subsidiaries are presently named defendants
in  various  lawsuits  and  could  be subject to other claims arising out of its
business  operations.  Management, based in part upon advice from legal counsel,
believes  that  the  results  of  such  actions will not have a material adverse
impact  on  the  Company's  financial  position  or  results  of  operations.


                                        8
<PAGE>
ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Not  applicable.


                                        9
<PAGE>
                                     PART II

ITEM  5.  MARKET  FOR  REGISTRANT'S  UNITS  AND  RELATED  UNITHOLDER  MATTERS

     The  Units,  which  represent the assignment of beneficial ownership of the
Company's  Class A limited partnership interests, have been listed and traded on
Nasdaq  National Market System since February 7, 1995 and, effective December 8,
1998, on Nasdaq SmallCap Market System.  The following table sets forth, for the
periods  indicated,  the  high and low sales prices per Unit, as reported by the
Nasdaq  Stock  Market,  and  cash distributions paid to Unitholders during these
periods.  In January 2001 the Company was delisted from the Nasdaq Stock Market.

              CASH DISTRIBUTIONS     PRICE RANGE OF UNITS
              ------------------     --------------------
              TOTAL     PER UNIT     HIGH            LOW
              -----     --------     ----           -----
2000 QUARTER
  Fourth          -         -        1.375          0.813
  Third           -         -        1.500          0.875
  Second          -         -        1.375          0.875
  First           -         -        1.437          1.000

1999 QUARTER
  Fourth          -         -        2.000          0.969
  Third           -         -        2.000          1.250
  Second          -         -        2.250          1.063
  First           -         -        1.625          0.813

     On  April 5, 2001, the closing sale price of Units was $0.85 as reported on
Nasdaq.  As  of  April  5,  2001,  there  were  14,389,824 Units outstanding and
approximately  209  Unitholders of record.   On the units outstanding, 3,082,892
have  not  been  registered  under  the  Securities  Exchange  Act  of 1934, and
therefore,  cannot  be  traded.

     The  Company  does not expect to make cash distributions to its Unitholders
in  the  foreseeable  future.  The  Company's  principal source of cash has been
distributions from HDA.  The trust indenture related to the First Mortgage Notes
limits  distributions  by  HDA  to  the  Company  to  approximately 48% of HDA's
consolidated  net  income.  It  allows  additional  cash  distributions  only if
certain  debt  coverage  ratios  are  met.  To  date  these ratios have not been
achieved,  nor  is  it  likely  they  will  be  in  2001.


ITEM  6.  SELECTED  FINANCIAL  AND  OPERATING  DATA

     The  following  table  sets  forth selected financial data for the Company.
The  historical  income  statement  and  balance  sheet data is derived from the
audited  consolidated  financial statements of the Company for each of the years
in  the  periods  ended  December  31, 2000.  This information should be read in
conjunction  with,  and  is  qualified  in  its  entirety  by,  the consolidated
financial  statements  of  the  Company  and  related  notes  (see  Item  8) and
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  (see  Item  7).


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED DECEMBER 31,
                                                              HISTORICAL (1)
                                            -----------------------------------------------------  PROFORMA
                                              2000       1999       1998       1997       1996     1997 (2)
                                            ---------  ---------  ---------  ---------  ---------  --------
<S>                                         <C>        <C>        <C>        <C>        <C>        <C>
EARNINGS STATEMENT DATA:
Revenues:
  Commissions on wagering                   $ 64,387   $ 66,744   $ 52,529   $  4,619   $  4,513   $ 59,512
  Net revenues from lottery services             168        546        656         88          -         88
  Income from insurance settlement                 -          -     12,856          -          -          -
  Rental income (3)                                -          -          -     13,720     14,321
  Gain from sale of assets                       180          -          -      4,669        581      4,669
  Other Revenues                               3,857      4,035      2,931      1,487      3,029      3,949
                                            ---------  ---------  ---------  ---------  ---------  ---------
                                              68,592     71,325     68,972     24,583     22,444     68,218
Payments to horseowners                       31,146     32,697     25,996      2,309      2,257     29,669
Other expenses                                35,252     29,954     27,617      6,460      7,390     23,558
                                            ---------  ---------  ---------  ---------  ---------  ---------
                                               2,194      8,674     15,359     15,814     12,797     14,991
Financial expenses                            10,473      8,480      9,109      8,735      9,048      9,013
Depreciation and amortization                  4,261      3,594      3,756      2,368      2,649      3,303
Impairment loss on El Comandante
  intangible                                       -          -      3,136          -          -          -
                                            ---------  ---------  ---------  ---------  ---------  ---------
                                             (12,540)    (3,400)      (642)     4,711      1,100      2,675
Provision for income taxes                       620        742      1,110      1,028        400        505
Minority interest in (losses) earnings (4)    (1,315)    (1,030)       228       (878)       127       (878)
Extraordinary income (loss) (5)                    -         22        167       (326)         -      1,558
Cumulative effect                                  -          -       (403)         -          -          -
                                            ---------  ---------  ---------  ---------  ---------  ---------
Net (loss) earnings                         $(11,845)  $ (3,090)  $ (1,760)  $  2,479   $    827   $  2,850
                                            =========  =========  =========  =========  =========  =========
Net (loss) earnings per unit (6)               (1.39)  $  (0.39)  $  (0.28)  $   0.39   $   0.13   $   0.45

                                                                   DECEMBER 31,
                                            ------------------------------------------------------
                                                2000       1999       1998       1997       1996
                                            ---------  ---------  ---------  ---------  ----------
BALANCE SHEET DATA:
------------------------------------------
Cash and cash equivalents                   $  7,437   $  2,308   $  6,637   $    508   $  4,268
Race tracks property and
  equipment (7)                               59,755     59,857     47,470     45,056     45,956
Deferred costs                                 4,010      4,992      5,375      6,316      4,426
Receivables from ECOC (3)                          -          -          -      3,106      2,780
Investment in S&E (8)                              -          -          -          -      2,223
Total assets                                  80,135     70,943     64,039     56,187     60,586
First Mortgage Notes and
  accrued interest                            57,584     53,834     56,512     63,681     66,737
Notes, bonds payable and
  capital lease obligations                   10,283     13,461      9,091      1,876      1,073
Total liabilities                            100,347     85,728     78,105     68,280     71,775
Partners' deficit                            (20,212)   (14,785)   (14,066)   (12,093)   (11,189)
</TABLE>


                                       11
<PAGE>
(1)  Effective  March  8,  1995 the Company consolidates the accounts of Housing
     Development  Associates  S.E. ("HDA") and its subsidiaries in its financial
     statements.

(2)  Effective  January  1,  1998,  HDA  terminated  the lease agreement with El
     Comandante  Operating  Company,  Inc.  ("ECOC")  and commenced operating El
     Comandante  Race  Track  through  a  wholly-owned  subsidiary. The proforma
     statement  of  operations  was prepared as if the accounts of ECOC had been
     consolidated  in  the Company's financial statements since January 1, 1997.

(3)  Relates  to  rent  paid  by  ECOC  to  HDA  until  December  31,  1997.

(4)  Includes  minority  interest  in  losses  of  Galapagos,  Equus-Panama  and
     Equus-Comuneros  net  of  the  Company's  minority  interest  in  HDA's net
     earnings.  For  2000,  1999,  1998  and  1997  the amount recognized as the
     minority  interest  in  Galapagos'  losses  was  limited  to  the  minority
     partners'  investment  (see  Note 1 to the Company's consolidated financial
     statements).

(5)  Represents  premium  (discount) on the early redemption and the purchase in
     the  open  market  of  First  Mortgage Notes and corresponding write-off of
     deferred financing costs and note discount. On a proforma basis in 1997, it
     also includes income from the cancellation of certain indebtedness of ECOC.

(6)  Net  (losses)  earnings  allocable to the units are based on an interest of
     approximately  99%.  The  remaining  1%  is  held  by the Company's general
     partner.  The  per  unit  amount is calculated based on weighted average of
     Units  outstanding  since the distribution on February 6, 1995 of 8,505,398
     in  2000, 7,796,191 in 1999, 6,342,606 in 1998, 6,333,617 in 1997 and 1996.

(7)  Includes  a  step-up of $5,650,000, resulting from the issuance of Units by
     the  Company  for  a  15%  interest in HDA on March 8, 1995, net of related
     accumulated depreciation and reduced by a net write-off in 1998 of $919,580
     in connection with damage caused by Hurricane Georges to El Comandante Race
     Track.  The  net  book  value  of  the  asset resulting from the step-up at
     December 31, 2000, 1999, 1998, 1997, and 1996 was approximately $3,669,520,
     $4,234,000,  $3,970,180,  $5,097,000,  and  $5,274,000,  respectively.

(8)  In 1996 this amount consisted of licenses, property and equipment and other
     assets  of  the  Television  Stations owned by S & E Network, Inc, a former
     subsidiary  of  the  Company.


ITEM  7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS  OF  OPERATIONS

     The  Company's  results  of  operations are principally attributable to its
interests  in thoroughbred horse race tracks in four countries, each of which is
owned  and/or operated by a subsidiary:  (i) El Comandante in Puerto Rico, owned
by  Housing  Development  Associates  S.E. ("HDA") and operated since January 1,
1998 by El Comandante Management Company, LLC ("ECMC"), (ii) V Centenario in the
Dominican  Republic,  operated  since  April  1995  by  Galapagos  S.A.,  (iii)
Presidente  Remon  in  Panama,  operated  since  January  1,  1998  by  Equus
Entertainment  de  Panama,  S.A.  ("Equus-Panama"),  and  (iv)  Los Comuneros in
Medellin, Colombia, owned and operated since early 1999 by Equus Comuneros, S.A.
("Equus-Comuneros")


                                       12
<PAGE>
     The  Company  formerly  had an interest in three UHF television stations in
Puerto  Rico (the "Television Stations"), which were sold in transactions closed
in  August  1996  and  January  1997.

     The  following  discussion  compares:  (i) the results of operations of the
Company  for  2000 with the results for 1999 and (ii) the Company's consolidated
results  of  operations  for  1999 with results for 1998.   Effective January 1,
1998  HDA  terminated  the lease agreement with El Comandante Operating Company,
Inc.  ("ECOC")  and  commenced  operating  El  Comandante  through  ECMC,  its
wholly-owned  subsidiary  (the  "Proforma  Transaction").  As  a  result,  the
Company's  historical  results of operations for 1998 are not readily comparable
with  results  of  operations  for  1997.  Accordingly,  the  unaudited proforma
results  for  1997  have  also been presented as if the Proforma Transaction had
occurred  on  January  1, 1997 and the accounts of ECOC had been included in the
Company's  historical  results of operations, after eliminating all intercompany
transactions.


THE  COMPANY'S  RESULTS  OF  OPERATIONS

2000  COMPARED  TO  1999
------------------------

REVENUES

     Consolidated  Revenues  decreased  by approximately $2,733,000, or 3.8%, in
2000  to  $68,592  from  $71,325,000  in  1999.

     COMMISSIONS  ON  WAGERING

     Commissions  on  wagering  decreased  by approximately $2,357,000 (3.5%) in
2000  to  $64,387,000  as  compared  to  $66,745,000  in  1999.  The decrease in
commissions  was  attributable  to  the  following  operations:  El  Comandante
($1,105,000),  Galapagos  ($520,000), and Panama ($848,000), net of the increase
in  commissions  attributable  to  Colombia  ($115,000).

     During  contract  negotiations in January 2000, the Puerto Rico horseowners
cancelled  their  prior  approval of simulcast of live races from Puerto Rico to
the  Dominican  Republic.  In  February  this  action was reversed by the Racing
Board.  This  cancellation  had  an  adverse  economic  impact on commissions on
wagering  in  the Dominican Republic and Puerto Rico.    In July 2000 the Puerto
Rico Horseowners' Association reached an agreement with El Comandante Management
Company  on  a  new  10-year  contract  providing  for  simulcasting  of  races.

     PUERTO  RICO.  Commissions  on  wagering  at  El  Comandante  decreased
$1,105,000(2.1%)  from $52,076,000 in 1999 to $50,971,000 in 2000.   Commissions
on  wagering  are  directly  related  to the racetrack handle, which has been in
decline and hence a decline in the racetracks' commissions. There was a  drop in
off track betting of $9,780,000.   El Comandante experienced declines in betting
handle  as  a result of the poor racing program due to lack of proper scheduling
of  races  by  the  Government  Racing  Authorities.


     Substantial  increases  in  on  track  and simulcasting commissions did not
compensate  for  the  decline  in  off  track  wagering.


                                       13
<PAGE>
     PANAMA.  Commissions  on wagering at Presidente Remon decreased by $848,000
(9.0%)  from  $9,388,000  in  1999  to  $8,540,000  in  2000.  The  decrease was
attributable  to  a  decline  in  the  economy.

     DOMINICAN  REPUBLIC.  Commissions  on wagering at V Centenario decreased by
$520,000  (13.6%)  from $3,835,000 in 1999 to $3,315,000 in 2000.  This decrease
was  primarily attributable to the interruption and simulcast races in the first
quarter  of  the year, as well as lower numbers  of agencies in operation due to
transmission  and  telecommunications  interruptions.

     COLOMBIA.  Commissions  on  wagering at Los Comuneros increased by $115,000
(8.0%)  from  $1,445,000  in  1999  to  $1,560,000  in  2000.  This increase was
primarily  due  to  the  opening  of new OTB agencies and expanded wagering from
simulcasting.

     NET  REVENUES  FROM  LOTTERY  SERVICES

     During  2000  net  revenues from lottery services by Galapagos decreased by
approximately $377,000 compared to 1999.  The decrease was due to a reduction in
the  amount  billed  to the lottery operator as reimbursement for telephone line
costs,  pursuant  to  an  amendment  to  the  contract.

     Since June 30, 2000, Autotote has provided services directly to the Lottery
Operations  [Dominican  International  Electronic  Lottery,  Inc.  (LEIDSA)] and
refused  to  pay Galapagos service fees under its service contract.  The Company
has  filed  suit  in  Federal  Court in Puerto Rico against Autotote and is also
pursuing  arbitration.

     OTHER  REVENUES

     During  2000 other revenues decreased by approximately $178,000 as compared
to  1999.  El  Comandante card sales "impresos" decreased by $98,000, because of
the  decrease in wagering.  Galapagos lost lottery commissions beginning the end
of  June,  2000  as  noted.

     GAIN  ON  SALE  OF  ASSETS
 .
     The gain of $180,000 is attributable to the sale of a television license in
Panama  no  longer  needed.


EXPENSES

     For reasons set forth below, total expenses during the year ended  December
2000  increased by $6,407,000 (8.6%) compared to 1999.    Some of these expenses
were  non-recurring  and  are  reported  below  under  appropriate  categories.


                                       14
<PAGE>
     PAYMENTS  TO  HORSEOWNERS

     Payment  of  purses  to  horseowners  decreased  $1,551,000  (4.7%) in 2000
compared  to  1999  as  noted  below:

                                                 Increase
                        2000         1999       (decrease)
                     -----------  -----------  ------------
ECMC (a)             $25,529,000  $26,037,000  $  (508,000)
Panama                 2,691,000    3,900,000   (1,209,000)
Dominican Republic     1,623,000    1,913,000     (290,000)
Colombia               1,302,000      846,000      456,000
                     -----------  -----------  ------------
                     $31,145,000  $32,696,000  $(1,551,000)
                     ===========  ===========  ============

(a)  Summary  of  new  horseowners  contract  provision  for  ECMC:

     The new Puerto Rico horseowners contract, signed in July 2000, provides for
a  non-recurring  cash  payment  of  approximately  $1  million.  Approximately
$673,000  was  accrued in 1999.  The remaining $364,000 was charged to operating
expenses  in  2000.

     Under  the  contract,  the  horseowners  are guaranteed minimum earnings of
$25,032,000  for  2000 and 2001.  ECMC is obligated among other items to pay the
horseowners  $90,000  annually for administrative costs and 50% of the principal
and  interest  owed on an outstanding horseowners loan  with a principal balance
due  of  $526,000,  plus  accrued interest.  ECMC must also invest $3,000,000 in
improvements  to  the racetrack during the 10-year term of the contract, as well
as  provide  $2,000,000  of  financing  for  the  purchase  of  horses.

     Additional  costs  incurred in the year 2000 related to the new horseowners
contract  are  included  in  other  expenses.

     On March 16, 2001 an "Addendum to Contract" was executed by the Horseowners
Confederation  and  the  Company,  whereby  the  parties  jointly  agreed  to:

     (i)  Increase  the  number of simulcast races each live race day from three
          (3)  to  six  (6).

     (ii) Place  three (3) of the simulcast races before the first live race and
          place  three  (3)  intermingled  races  after  the  fifth  live race;.

     (iii)Include simulcasting of nine (9) to twelve (12) races on Thursdays, a
          day  in  which  currently  there  are  no  live  races.

     (iv) In  consideration  for  the  above  items, ECMC will pay an additional
          $1,000,000  to the Horseowners Confederation if approved by the Racing
          Board.

     A  joint  petition  was recently filed with the Puerto Rico Racing Board to
request  approval  for  the  additional  simulcast  races  mentioned  above.


                                       15
<PAGE>
     FINANCIAL  EXPENSES

     Financial  expenses  increased  by  $1,993,000  (23.5%)  compared  to 1999,
primarily  related to use of line of credit facilities for development of agency
operations,  including  additional  agencies  and  improvements in simulcast and
transmission  facilities, and a non-recurring charge off of expenses incurred in
negotiating  a loan that would have provided funding for  the VSAT equipment and
the  purchase  of the outstanding mortgage notes.  In the end, the terms offered
by  the  lender  were  not  acceptable  to  the  Company.

     DEPRECIATION  AND  AMORTIZATION

     Depreciation  in  2000  increased  by  $667,000  (18.6%)  compared to 1999,
primarily  due  to  capital  improvements  at  El  Comandante.

     OTHER  EXPENSES

     Other  expenses  increased  by  $5,300,000  (17.7%)  to  $35,252,000  from
$29,954,000  in  1999,  attributable  to the new horseowners contract, increased
racetrack  security  costs  and  expenses  relating  to  SSI  and  VSAT.   Other
increases  were  in  professional fees (increase of $304,000) in connection with
the  unsuccessful  financing,  travel  expenses  incurred in connection with the
Uruguay project, and utility increases due to Friday night racing, as well as an
overall  increase  in  electricity  costs.


PROVISION  FOR  INCOME  TAXES

     The  provision  for income tax is primarily attributable to the Puerto Rico
operations.


MINORITY  INTEREST

     The Company's minority interest shown represents the pro-rata share of loss
allocable  to  minority  partner  interests  in HDA, Galapagos, Equus-Panama and
Equus-Comuneros.  Because  accumulated losses of Galapagos allocable to minority
partners  exceeded  their  investment  during 2000 and 1999, the Company did not
recognize  a  minority  interest in losses of Galapagos.  If Galapagos generates
profits  in  2001,  no  minority  interest  will be recognized by the Company in
profits  up  to  $1,846,786.


1999  COMPARED  TO  1998
------------------------

REVENUES

     Consolidated  Revenues  increased  by  $2,352,000,  or  3.4%,  in  1999  to
$71,325,000  from  $68,973,000 in 1998.  Out of total revenues of $68,973,000 in
1998,  the Company received $12,857,000 (18.6%) from the insurance settlement in
connection  with hurricane damage to El Comandante and V Centenario.  Almost all
revenues  for  1999  were  derived  from  operations.


                                       16
<PAGE>
     COMMISSIONS  ON  WAGERING

     Commissions  on  wagering  increased  by  $14,215,000  (27.1%)  in  1999 to
$66,744,000  compared  to  $52,529,000 in 1998.  Increased commissions came from
El  Comandante,  Galapagos, Panama, and  start-up operations by Equus Comuneros,
which  accounted  for  about  $1,445,000  or  roughly 10% of the 27.1% increase.

     PUERTO  RICO.  Commissions  on  wagering  at  El  Comandante  increased
$10,996,000  (26.8%)  from $41,081,000 to $52,077,000.   The increase reflects a
full  year  of  continuous  operations  when compared to 1998 where there was an
interruption  of racing operations at El Comandante caused by Hurricane Georges.
A  change  in  the  racing schedule effective November 14, 1998, where races are
being  held  on  Saturdays  instead  of Thursdays, also had a positive impact in
wagering  in  1999  as  compared  to  1998.

     PANAMA.  Commissions  on  wagering  at  Presidente  Remon  increased  by
$1,580,000  (20.2%)  from $7,808,000 to $9,388,000.  The increase came from more
OTB  agencies  on  line  and  more  live  and  simulcast  race  days.

     DOMINICAN  REPUBLIC.  Commissions  on  wagering  at  V Centenario increased
modestly  in  the  face  of  competition from the government-licensed electronic
lottery  and  technical  difficulties  arranging  live  broadcasting  of  races.

     NET  REVENUES  FROM  LOTTERY  SERVICES

     During  1999,  net revenues from lottery services in the Dominican Republic
decreased  by  $110,000,  mainly  due to a reduction in the amount billed to the
lottery  operator  as  reimbursement  for  telephone  line costs, pursuant to an
amendment  to the contract effective in late 1998.  OTB agencies stopped selling
lottery  tickets  in  September  1999  due  to  certain  disagreements over cash
payments  due  from  the  lottery  operator.  The disagreements were resolved in
January  2000.

     INSURANCE  SETTLEMENT  (INCOME  FROM  BUSINESS  INTERRUPTION)

     Due  to  damage  caused  by Hurricane Georges, the Company received in 1998
insurance  compensation  totaling  $10,832,000  for  business  interruption, and
$11,596,000  for  physical  damage.  The Company recognized a gain of $2,024,000
from  property damage insurance proceeds less the write-off of the book value of
property  damaged.

     OTHER  REVENUES

     During  1999  other  revenues increased by $1,104,000 compared to 1998.  In
addition  to  revenues  of  $201,000  earned  by  Equus-Comuneros,  there was an
increase  of  $903,000  in  fees  earned  based  on  the level of wagering at El
Comandante.


EXPENSES

     Total  expenses  increased  in  1999 by $5,109,000 (7.3%) compared to 1998,
primarily  attributable  to  the  start-up of operations and expenses associated
with Equus-Comuneros of $3,477,000, and a net increase of $1,632,000 in expenses
of  the  other  racetracks'  operations.


                                       17
<PAGE>
     PAYMENT  TO  HORSEOWNERS

     Payments  of purses to horseowners increased $6,700,000 in 1999 compared to
1998.  Most  of  this  increase  is  related to net increases in gross wagering.

     El  Comandante's  contract  with  the  horseowners confederation expired in
April  1998.  However,  the Puerto Rico Racing Board extended the contract as an
interim  measure  until  the  Company and the horseowners reach a new agreement.
The  Company  negotiated  a  new  contract  in  July,  2000 as previously noted.

     FINANCIAL  EXPENSES

     Financial  expenses  decreased  in  1999  by  $629,000  compared  to  1998.
Excluding  financial  expenses  of  Equus-Comuneros,  there  was  a  decrease of
$891,000,  mostly  attributable  to  a reduction in financing costs of the First
Mortgage  Notes, resulting from the purchase in December 1998 of $7.5 million in
principal  amount  of Notes (treated in the consolidated financial statements of
the Company as a redemption) and the redemption in January 5, 1999 of $3 million
in  principal  amount  of Notes.  The decrease was offset in part by an increase
due  to  interest  on  $4  million  in unsecured bonds issued by Equus-Panama in
October  1998.

     DEPRECIATION  AND  AMORTIZATION

     Depreciation  in  1999  decreased  by $162,000 compared to 1998.  Excluding
depreciation  and  amortization  of  Equus-Comuneros,  there  was  a decrease of
$354,000,  reflecting  a  reduction  in  book assets at El Comandante damaged by
Hurricane  Georges.  Depreciation  on  replacement property commenced during the
fourth  quarter  of  1999.

     IMPAIRMENT  LOSS  ON  EL  COMANDANTE  INTANGIBLE

     Upon  termination of the lease agreement between ECOC and HDA, ECMC assumed
the  net  liabilities  of  ECOC  at  January  1,  1998, amounting to $3,658,332.
Management  allocated  the entire amount to "intangible assets," to be amortized
over  the remaining period of the license, through December 2004.  In accordance
with SFAS No. 121, the Company recognized an impairment loss of $3,135,713 as of
December  31,  1998, attributable to a write-down of the value of its intangible
assets.

     OTHER  EXPENSES

     Other  expenses  increased  by  $2,336,000  to  $29,953,000  in  1999  from
$27,617,000  in  1998.  The  net  increase during 1999 was caused by a number of
factors:

     (i)  Decrease  in  salaries  and  payroll  costs  of  El  Comandante due to
          reduction  of personnel in various departments. The Company expects to
          incur further labor reductions (from outsourcing security services and
          other  administrative  functions)  to  reduce  costs.

     (ii) Increase  in marketing costs due to a strong advertising and promotion
          campaign  in  Puerto  Rico.  Effective  February  2000  the  Company
          terminated  the  advertising  campaign.

     (iii)Increase  in insurance premiums after heavy damage caused by Hurricane
          Georges. The policy for 2000 was recently negotiated with new carriers
          for  all  operations  at  very  competitive  prices.


                                       18
<PAGE>
     (iv) Increase in legal fees due to current negotiations by El Comandante of
          the  contract  with the horseowners confederation. A new contract with
          horseowners  was  signed  in  July,  2000.

     (v)  Write-off  of approximately $370,000 of costs incurred in applying for
          licenses  to  own  and  operate  a  horse race track in Prince William
          County, Virginia. On November 17, 1999, the Virginia Racing Commission
          made  a  final  decision  not  awarding  the  license  to  any  of the
          applicants.


PROVISION  FOR  INCOME  TAXES

     The  provision  for  income  taxes is primarily attributable to Puerto Rico
operations.


MINORITY  INTEREST

     The  Company's  minority  interest  is  attributed to the income and losses
allocable  to  the  minority partners of HDA, Galapagos, Equus-Panama (effective
October,  1998)  and  Equus-Comuneros  (effective  January,  1999).  Because
accumulated  losses  of  Galapagos allocable to minority partners exceeded their
investment,  during  1999  and  1998,  the  Company did not recognize a minority
interest  in  losses  of  Galapagos  of  $312,217  and  $465,879,  respectively.


EXTRAORDINARY  ITEM

     The extraordinary items in 1999 and 1998 relate to the early redemption and
purchase of First Mortgage Notes.    In June 1999, the Company recognized income
of  $22,680  on  the  purchase of $189,000 of First Mortgage Notes.  In 1998 the
Company recognized income of  $1 million on $7.5 million of First Mortgage Notes
purchased  in  December  1998, net of a $300,000 premium paid in connection with
the  redemption of $3 million of mortgage notes made on January 5, 1999.  Income
in  1998  was recorded net of a corresponding write-off of a portion of the note
discount  and  deferred  financing  costs.


CUMULATIVE  EFFECT  OF  CHANGE  IN  ACCOUNTING  PRINCIPLE

     In  connection  with  the  early  adoption  by  the Company of Statement of
Position  98-5,  "Reporting  on  the  Costs of Start-Up Activities", the Company
wrote-off  in  1998  the  unamortized  balance  as  of  January  1,  1998  of
organizational  and  certain  other  deferred  costs  of  $550,000.


LIQUIDITY  AND  CAPITAL  RESOURCES

     OVERVIEW

     The Company is the owner of Housing Development Associates S.E. ("HDA") and
its  consolidated  subsidiary, El Comandante Management Company LLC ("ECMC"), as
well  as  the owner of Agency Betting Network, Inc. ("ABN"), Satellites Services
International,  Inc.  ("SSI")  and  foreign  subsidiaries (Equus Comuneros S.A.,
Equus  Entertainment  de Panama, S.A. and Galapagos, S.A.). The principal source
of  cash  of  Equus Gaming Company L.P. (the "Company" or, when referring to the
individual  entity,  "Equus")  is  related to its ownership interest in HDA, the
owner  and  operator (through its wholly owned subsidiary ECMC) of El Comandante
Race  Track  in Puerto Rico.   Due to certain restrictions under HDA's indenture
for  the issuance of its 11.75% First Mortgage Notes due 2003 (the "Indenture"),
cash held by HDA or its consolidated subsidiaries (including ECMC) is restricted
to  ensure  payment  of  interest  and certain obligations on the First Mortgage
Notes.


                                       19
<PAGE>
     The following is a discussion of the liquidity and capital resources of the
Company,  including  HDA and its subsidiary ECMC, as well as the Company's other
subsidiaries  ABN  and  SSI.  Net  cash  flow  from  foreign subsidiaries of the
Company  (Equus  Comuneros,  S.A.,  Equus  Entertainment  de  Panama,  S.A.  and
Galapagos,  S.A)  did  not  materially  affect the consolidated cash flow of the
Company  in  2000  and  these  activities  are  not  discussed  herein.

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY  (AND  ITS  CONSOLIDATED
SUBSIDIARIES)

     The Company recognizes its current inability to generate sufficient cash to
support  its  operations.

     To  overcome  its  financial  problems, the Company must look to additional
revenue  including  investment  or  cost  savings  from:

     (i)  Contract  changes  with  the  Puerto Rico Horseowners Confederation to
          allow  expanded simulcasting on live and dark days. If approved by the
          Racing  Board,  additional  simulcasting is expected to generate $7-$8
          million  of  annual  revenue.

     (ii) Requesting  license  approval for casino and sports book operations at
          the  racetrack  in  Panama.

     (iii)Requesting  license  approval  in  Colombia and Dominican Republic for
          casino and/or sports book operations that could generate an additional
          $7  million  in  revenues  annually.

     (iv) Implementing  cost  reductions  at all properties which could save the
          Company  approximately  $2.0  million  annually.

     (v)  Requesting designation of the El Comandante facility as a tourist zone
          to  allow  the  addition  of  slot  machines and authorization for low
          interest  bonds  or  notes.

     (vi) Expanding  simulcasting  in Panama, Colombia and Dominican Republic as
          well  as  expanding  pool  races.

     (vii)Obtain  new  bank  financing  or  financing  by  the  Wilson  family.

     There  can  be  no  assurance that any of the above will be achieved, or if
achieved,  the  results  will be sufficient to enable the Company to continue to
operate.

     Cash  and  cash  equivalents  of  the  Company,  HDA  and  its consolidated
subsidiary  increased  by  approximately  $5.1 million in 2000.  The Company has
historically  met  its  liquidity  needs  from  cash  flow  generated by (i) the
operations  of El Comandante racetrack, (ii) short-term loans and capital leases
for  acquisition  of  new  equipment, and (iii) investment by the Wilson family.

     During 2000 principal uses of cash by the Company, HDA and its consolidated
subsidiary  for  financing  and  investing  activities  were  as  follows:

     (i)  Capital  improvements  and  acquisition  of  equipment  for SSI and El
          Comandante  Race  Track  costing  approximately  $2.8  million.


                                       20
<PAGE>
     (ii) Payments  on  capital  leases  for  equipment  at  El  Comandante.

     (iii)Investment  of  $2,253,350 in Colombia through ABN for the development
          of  the  OTB  network  in  that  country.

     In  addition  to cash available to the Company at the beginning of the year
     and  cash  flow from operations, the Company obtained additional funds from
     financing  and  investing  activities  from  the  following  sources:

     (i)  $500,000  in  advances  under  a  bank  line  of  credit.

     (ii) $6  million from the issuance by the Company of units to an accredited
          investor,  Wilson  Securities  Corporation,  pursuant  to  a  private
          offering  memorandum.

     (iii)Capital  leases for equipment for El Comandante and SSI, consisting of
          an  up-link  earth  station  located  in  Panama.

     (iv) An  advance  of  $2.5  million  by  United  Tote  for working capital.

For  2001  projected principal uses of cash, other than for operating activities
at  El  Comandante,  are:

     (i)  Principal  payments  on  existing  capital  leases.

     (ii) Principal  payments  amounting  to  $3  million on a $5.5 million term
          loan.

     (iii)Additional  investments  in  SSI,  principally for the acquisition and
          installation  of  VSAT  equipment  and  for  payment of satellite time
          contracted  from  a  third  party.

     (iv) Capital expenditures, as needed and/or required for the various racing
          operations.

     (v)  Interest  and  principal  payments  on  the outstanding First Mortgage
          Notes.


     INVESTMENTS  IN  TELECOMMUNICATIONS  EQUIPMENT  AND  MARKET  EXPANSION

     The  Company  plans  to install over the next twelve (12) months 1,500 VSAT
(video  and  data  communication)  units for OTB agencies in all operations. The
communications  up-link  satellite  control  center  (the "Hub") installation is
largely  complete  and  operational.  SSI  will  be the service provider for all
telecommunications  and  satellite  usage  by  the  Company's  affiliates.  The
estimated  $12  million  capital  investment  in  the  VSAT  expansion for which
financing is sought is expected to be recovered over a five-year period from the
new  VSAT  units.

     There  can  be  no  assurance  that  the Company will be able to obtain the
financing  required  to  build  out  the  proposed  video and data communication
system.  The  failure  to  do  so could cause the Company not to have sufficient
financial  resources  to  continue  to  operate.

     LONG-TERM  COMMITMENTS.  In  addition  to  capital  leases,  long-term cash
commitments  of  the Company (excluding foreign subsidiaries) are a $5.5 million
term  loan,  a  $2.5  million  unsecured  note  and  the  First  Mortgage Notes.


                                       21
<PAGE>
     In  December  1999  HDA  obtained  a  $5.5  million  term  loan, considered
Refinancing  Indebtedness  under the terms of the first Mortgage Note Indenture.
The  loan  is collateralized by First Mortgage Notes purchased by the Company in
the  open market.  Interest is payable monthly at a rate equal to one point over
prime.  Principal  is  payable  in  quarterly  installments commencing March 31,
2000, until maturity on December 15, 2001.  The stated maturity date of the term
loan  of  $3,000,000  is  scheduled  for  the  year  ending  December  31, 2001.

     In  August  2000  the  Company obtained a $2.5 million unsecured loan at 3%
over  prime  due  in  December 29, 2004.    Principal and interest is to be paid
from  .25%  of  the  wagering handle for the first four (4) years of the service
contract  with  United  Tote as outlined in note 4 of the consolidated financial
statements,  "wagering  service  agreement".

     HDA's First Mortgage Notes bear interest at 11.75%, payable semiannually on
June  15  and  December  15, and are secured by El Comandante assets.  The First
Mortgage  Notes  are redeemable, at the option of HDA, in 2001 and thereafter at
100%  of  the  principal amount, together with accrued and unpaid interest.  The
maturity  dates of First Mortgage Notes, reduced by prior redemptions and by the
Notes  purchased  by  ECMC,  are  as  follows  (in  thousands):

                      YEAR  ENDING           NET AMOUNT
                      DECEMBER  31,         (FACE VALUE)
                      -------------         ------------
                        2001                 $   3,454
                        2002                    10,200
                        2003                    40,800
                                             ---------
                                             $  54,454
                                             =========

     As  of  March  28, 2001, HDA had advanced to Equus approximately $3,662,000
against  allowable  future  distributions of profits, which is not in conformity
with  the  terms  of  the  Indenture.

     The  Company  failed  to  pay  interest  on the First Mortgage Notes due on
December 15, 2000.  The scheduled interest payment was paid prior to the default
date  of  January  14,  2001.

     It  is  not  expected  that  the Company will be able to meet the mandatory
maturity  dates  of  the  First Mortgage Notes set forth above without obtaining
additional  financing  from  lending  institutions  or  investors.  Although the
Company has had discussions with possible lenders and investors, it has received
no  commitments  or  other  form  of  assurances  that  such  financing  will be
forthcoming.  Absent  such  financing,  the Company will not be able to meet its
long-term  commitments.

     Equus  Comuneros,  S.A.  did  not  meet its loan payment commitments due to
financial  institutions  totaling  $269,000  as  of  December  31,  2000.   The
Company's  management  requested  debt  restructuring  agreements  with  these
financial  institutions.  Should  noncompliance  continue,  the lending entities
could  make  their  guarantees  effective.

     GOVERNMENT  MATTERS.

     El  Comandante's  horse  racing  and  pari-mutuel  wagering  operations are
subject  to substantial government regulation. Pursuant to the Puerto Rico Horse
Racing  Industry  and  Sport  Act  (the  "Racing Act"), the Racing Board and the
Puerto  Rico  Racing  Administrator  (the  "Racing  Administrator")  exercises
regulatory  control  over  El  Comandante's  racing and wagering operations. For
example,  the  Racing Administrator determines the monthly racing program for El


                                       22
<PAGE>
Comandante  and  approves  the  number  of  annual  race  days  in excess of the
statutory  minimum  of  180.  The  Racing Act also apportions payments of monies
wagered  that  would  be  available  as  commissions  to  ECMC. The Racing Board
consists of three persons appointed to four-year terms by the Governor of Puerto
Rico.  The Governor also appoints the Racing Administrator for a four-year term.

     El  Comandante  is  required  to  pay the Government of Puerto Rico various
taxes  on the wagering placed on thoroughbred horse races held at or simulcasted
by  El  Comandante  (Puerto  Rico). The taxes on the wagering are required to be
remitted to the Department of the Treasury of Puerto Rico within two (2) days of
the  wager  being  placed.  El  Comandante failed to remit tax payments totaling
$9,949,182  from  October  16, 2000 to February 7, 2001 to the Department of the
Treasury  of  Puerto  Rico.   The  Company is currently in negotiations with the
Puerto  Rico tax authorities on a payment plan whereby the overdue taxes will be
paid  in  weekly  installments of $50,000.  Neither ECMC nor the Company has the
financial  resources  to  pay  currently  the  overdue  taxes.

     On  April  2,  2001,  the  House  of Representatives of the Commonwealth of
Puerto  Rico  passed a resolution ordering an investigation of the operations of
El  Comandante  (Puerto  Rico)  with  emphasis on the mechanisms of physical and
financial  administration  and  the  debts maintained with the Department of the
Treasury  of  Puerto  Rico  and  the  members  of the Horseowners Confederation.

     As  of  December  31, 2000, Equus Comuneros, S.A. owed the Tax and National
Customs  Administration  approximately  $462,000  for withholding at source tax.
Management  has agreed on a payment plan which has not been finalized due to the
impossibility  of  satisfying  the  granting  of  a  compliance  policy.

FORWARD-LOOKING  STATEMENT

     Certain  matters  discussed  and  statements made within this Form 10-K are
forward-looking  statements  within the meaning of the Private Litigation Reform
Act  of 1995 and as such may involve known and unknown risks, uncertainties, and
other  factors that may cause the actual results, performance or achievements of
the Company to be different from any future results, performance or achievements
expressed  or  implied by such forward-looking statements.  Although the Company
believes the expectations reflected in such forward-looking statements are based
on  reasonable  assumptions, it can give no assurance that its expectations will
be  attained. These risks are detailed from time to time in the Company's filing
within  the  Securities  and  Exchange  Commission  or  other public statements.


ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA


                                       23
<PAGE>
REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS


To  the  partners  of
Equus  Gaming  Company  L.P.:

We  have  audited  the  accompanying consolidated balance sheets of Equus Gaming
Company  L.P. (A Virginia limited partnership) (the Company) and subsidiaries as
of  December  31,  2000  and  1999,  and  the related consolidated statements of
operations,  comprehensive loss, changes in partners' deficit and cash flows for
each  of the three years in the period ended December 31, 2000.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is to express an opinion on these financial statements based  on
our audits.   We did not audit the financial statements of Gal pagos S.A., Equus
Comuneros  S.A. and the Colombia Branch of Agency Betting Network, as of and for
the year ended December 31, 2000, which reflect total assets of approximately 7%
and  total  revenues  of  approximately  9%  of  the  consolidated totals. These
statements were audited by other auditors whose report has been furnished to us,
and  our  opinion,  insofar  as  it  relates  to  the amounts included for these
entities,  is  based  solely  on  the  report  of  the  other  auditors.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  These  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  mistatements.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement presentation.  We believe that our audits and the reports of the other
auditors  provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  based on our audits and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of  Equus  Gaming  Company L.P. and subsidiaries as of
December  31,  2000 and 1999, and the results of their operations and their cash
flows  for  each  of  the  three years in the period ended December 31, 2000, in
conformity  with  accounting principles generally accepted in the United States.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the consolidated financial statements, the Company has incurred recurring losses
from operations, has a partners' deficit of $20,211,757, and projects a negative
cash  flow  for 2001.  These factors among others, raise substantial doubt about
the Company's ability to continue as a going concern and to meet its obligations
during  2001.  Management's  plans in regard to these matters are also described
in  Note  1.  The  consolidated financial statements as of December 31, 2000, do
not include any adjustments relating to the recoverability and classification of
asset  carrying  amounts  or  the  amount and classification of liabilities that
might  result  should  the  Company  be  unable  to continue as a going concern.


/s/ Arthur Andersen

San  Juan,  Puerto  Rico,
March  31,  2001  (except  with  respect  to  matters  discussed
    in  Notes  1  and  11  as  to  which  the  dates  are  April  2,  2001
    and  April  9,  2001,  respectively).



Revenue  Stamp  No.  1701685
has  been  affixed  to  the  original
copy  of  this  report.


                                       24
<PAGE>
<TABLE>
<CAPTION>
                                    EQUUS GAMING COMPANY L.P.
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE YEARS ENDED DECEMBER 31,


                                                           2000           1999          1998
                                                       -------------  ------------  ------------
<S>                                                    <C>            <C>           <C>
 REVENUES:
   Commissions on wagering                             $ 64,386,568   $66,743,923   $52,528,562
   Net revenues from lottery services                       168,493       545,568       656,145
   Income from business interruption                              -             -    10,832,370
   Gain on sale of assets                                   179,500             -     2,024,159
   Other revenues                                         3,857,475     4,035,098     2,931,330
                                                       -------------  ------------  ------------
                                                         68,592,036    71,324,589    68,972,566
                                                       -------------  ------------  ------------
 EXPENSES:
   Payments to horseowners                               31,145,951    32,697,409    25,996,556
   Salaries, wages and employee benefits                 11,106,751    11,274,027    11,910,549
   Operating expenses                                    12,450,926    10,001,437     9,798,721
   General and administrative                             5,503,943     4,196,469     2,558,300
   Marketing, television and satellite costs              6,190,552     4,482,285     3,349,619
   Financial expenses                                    10,472,892     8,479,505     9,109,311
   Depreciation and amortization                          4,260,769     3,593,839     3,756,052
   Impairment loss Intangible                                     -             -     3,135,713
                                                       -------------  ------------  ------------
                                                         81,131,784    74,724,971    69,614,821
                                                       -------------  ------------  ------------
 LOSS BEFORE INCOME TAXES, MINORITY
   INTEREST, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT   (12,539,748)   (3,400,382)     (642,255)

 PROVISION FOR INCOME TAXES                                 620,094       742,153     1,109,611
                                                       -------------  ------------  ------------

 LOSS BEFORE MINORITY INTEREST,
   EXTRAORDINARY ITEM AND CUMULATIVE EFFECT             (13,159,842)   (4,142,535)   (1,751,866)

 MINORITY INTEREST IN LOSSES                              1,314,872     1,029,458       227,720
                                                       -------------  ------------  ------------

 LOSS BEFORE EXTRAORDINARY ITEM
   AND CUMULATIVE EFFECT                                (11,844,970)   (3,113,077)   (1,524,146)

EXTRAORDINARY ITEM, NET:
  Discount on early redemption of
  First Mortgage Notes and write-off of related
    deferred financing costs and note discount                    -        22,680       167,051

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE, NET                                                  -             -      (402,927)
                                                       -------------  ------------  ------------

NET LOSS                                               $(11,844,970)  $(3,090,397)  $(1,760,022)
                                                       =============  ============  ============
                                               (continues)
</TABLE>


                                       25
<PAGE>
<TABLE>
<CAPTION>
                                 EQUUS GAMING COMPANY L.P.
                         CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                             FOR THE YEARS ENDED DECEMBER 31,

                                       (CONTINUED)

                                                    2000           1999          1998
                                                -------------  ------------  ------------
<S>                                             <C>            <C>           <C>
 ALLOCATION OF NET LOSS:
   General partners                             $   (118,450)  $   (30,904)  $   (17,600)
   Limited partners                              (11,726,520)   (3,059,493)   (1,742,422)
                                                -------------  ------------  ------------
                                                $(11,844,970)  $(3,090,397)  $(1,760,022)
                                                =============  ============  ============

 BASIC AND DILUTED PER UNIT AMOUNTS:
   Loss before extraordinary item and
     cumulative effect of change in accounting
     principle, net                             $      (1.39)  $     (0.39)  $     (0.24)

   Extraordinary item, net                                 -             -          0.02

   Cumulative effect of change in accounting
     principle, net                                        -             -         (0.06)

   Net loss                                     $      (1.39)  $     (0.39)  $     (0.28)
                                                =============  ============  ============


 WEIGHTED AVERAGE UNITS OUTSTANDING                8,505,398     7,796,191     6,342,606
                                                =============  ============  ============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.


                                       26
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                        FOR THE YEARS ENDED DECEMBER 31,

                                        2000           1999          1998
                                    -------------  ------------  ------------
<S>                                 <C>            <C>           <C>
 NET LOSS                           $(11,844,970)  $(3,090,397)  $(1,760,022)

 OTHER COMPREHENSIVE LOSS:
  Currency translation adjustments       418,506      (553,146)       80,043

COMPREHENSIVE LOSS                  $(11,426,464)  $(3,643,543)  $(1,679,979)
                                    =============  ============  ============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.


                                       27
<PAGE>
<TABLE>
<CAPTION>
                              EQUUS GAMING COMPANY L.P.
                             CONSOLIDATED BALANCE SHEETS

                                        ASSETS

                                                   DECEMBER 31,
                                           ----------------------------
                                               2000           1999
                                           -------------  -------------
<S>                                        <C>            <C>
  CASH AND CASH EQUIVALENTS:
    Unrestricted                           $  7,019,121   $  1,888,995
    Restricted                                  418,180        418,938
                                           -------------  -------------
                                              7,437,301      2,307,933
                                           -------------  -------------

  PROPERTY AND EQUIPMENT:
    Land                                      8,879,113      7,786,980
    Building and improvements                55,404,357     56,512,072
    Equipment                                17,753,880     13,967,887
                                           -------------  -------------
                                             82,037,350     78,266,939
    Accumulated depreciation                (22,282,599)   (18,409,886)
                                           -------------  -------------
                                             59,754,751     59,857,053
                                           -------------  -------------

  DEFERRED COSTS, NET:
    Financing                                 1,933,361      2,510,487
    Costs of Panama contract (see Note 3)     1,870,000      1,980,000
    Other                                       206,714        501,505
                                           -------------  -------------
                                              4,010,075      4,991,992
                                           -------------  -------------

  OTHER ASSETS:
    Accounts receivable, net                  4,492,311      1,577,634
    Notes receivable                          2,960,074      1,506,599
    Prepayments and other assets              1,480,258        701,362
                                           -------------  -------------
                                              8,932,643      3,785,595
                                           -------------  -------------

                                           $ 80,134,770   $ 70,942,573
                                           =============  =============
</TABLE>

                                  (continues)


                                       28
<PAGE>
<TABLE>
<CAPTION>
                                EQUUS GAMING COMPANY L.P.
                               CONSOLIDATED BALANCE SHEETS

                                       (continued)

                            LIABILITIES AND PARTNERS' DEFICIT

                                                                DECEMBER 31,
                                                        ----------------------------
                                                            2000           1999
                                                        -------------  -------------
<S>                                                     <C>            <C>
  FIRST MORTGAGE NOTES:
    Principal, net of note discount of
      $786,261 and $885,446                             $ 53,667,739   $ 53,568,554
    Accrued interest                                       3,916,669        265,900
                                                        -------------  -------------
                                                          57,584,408     53,834,454
                                                        -------------  -------------

  OTHER LIABILITIES:
    Accounts payable and accrued liabilities              26,241,039     11,660,824
    Outstanding winning tickets and refunds                1,552,128      1,130,389
    Notes payable                                          4,049,961      6,226,082
    Bonds payable                                          4,000,000      4,000,000
    Capital lease obligations                              2,232,559      3,235,507
                                                        -------------  -------------
                                                          38,075,687     26,252,802
                                                        -------------  -------------

  DEFERRED INCOME TAXES                                    3,933,144      3,165,800
                                                        -------------  -------------

  MINORITY INTEREST                                          753,288      2,474,810
                                                        -------------  -------------

  COMMITMENTS AND CONTINGENCIES, see Note 1 and 4

  PARTNERS' DEFICIT
    General Partner                                         (896,144)      (781,879)
    Limited Partners - 20,000,000 and 10,383,617 units
      authorized in 2000 and 1999, respectively;
      14,389,824 and 8,389,824 units issued and
      outstanding in 2000 and 1999, respectively         (19,315,613)   (14,003,414)
                                                        -------------  -------------
                                                         (20,211,757)   (14,785,293)
                                                        -------------  -------------

                                                        $ 80,134,770   $ 70,942,573
                                                        =============  =============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.


                                       29
<PAGE>
<TABLE>
<CAPTION>

                                      EQUUS GAMING COMPANY L.P.
                        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                           FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED
                                          DECEMBER 31, 2000


                                                    GENERAL       LIMITED
                                                    PARTNERS     PARTNERS        TOTAL
                                                   ----------  -------------  -------------
<S>                                                <C>         <C>            <C>
BALANCES, DECEMBER 31, 1997                        $(728,644)  $(11,364,532)  $(12,093,176)

  Net loss                                           (17,600)    (1,742,422)    (1,760,022)

  Currency translation adjustments                       800         79,243         80,043

  Difference between carrying amount of
    investment in Equus-Panama and net book
    value after public offering                            -        463,130        463,130

  Redemption of 17% minority interest in
    Housing Development Associates (HDA)                   -       (756,386)      (756,386)
                                                   ----------  -------------  -------------

BALANCES, DECEMBER 31, 1998                         (745,444)   (13,320,967)   (14,066,411)

  Net loss                                           (30,904)    (3,059,493)    (3,090,397)

  Currency translation adjustments                    (5,531)      (547,615)      (553,146)

  Cash distributions to minority partners of HDA           -        (20,368)       (20,368)

  Issuance of Units, net of costs                          -      2,945,029      2,945,029
                                                   ----------  -------------  -------------

BALANCES, DECEMBER 31, 1999                         (781,879)   (14,003,414)   (14,785,293)

  Net loss                                          (118,450)   (11,726,520)   (11,844,970)

  Currency translation adjustments                     4,185        414,321        418,506

  Issuance of Units, net of costs                          -      6,000,000      6,000,000
                                                   ----------  -------------  -------------

BALANCES, DECEMBER 31, 2000                        $(896,144)  $(19,315,613)  $(20,211,757)
                                                   ==========  =============  =============
</TABLE>

   The accompanying notes are an integral part of this consolidated financial
                                   statement.


                                       30
<PAGE>
<TABLE>
<CAPTION>
                                       EQUUS GAMING COMPANY L.P.
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   FOR THE YEARS ENDED DECEMBER 31,


                                                               2000           1999           1998
                                                           -------------  -------------  -------------
<S>                                                        <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                 $(11,844,970)  $ (3,090,397)  $ (1,760,022)
                                                           -------------  -------------  -------------
  Adjustments to reconcile net loss to
    net cash provided by operating activities-
      Gain on sale of assets                                    (17,950)             -     (2,024,159)
      Depreciation and amortization                           5,015,350      4,296,160      4,450,031
      Impairment loss on intangible                                   -              -      3,135,713
      Deferred income tax provision                             620,094        537,261      1,145,945
      Minority interest in losses                            (1,314,872)    (1,029,458)      (304,320)
      Extraordinary item                                              -         22,680       (273,854)
      Cumulative effect of change in accounting principle             -              -        549,996
      Currency translation adjustments                           11,855        (28,920)        80,043
      Difference in investment in Equus-Panama after
        public offering                                               -              -        463,130
  (Increase) decrease in assets-
      Accounts receivable                                    (2,914,678)      (206,749)      (141,976)
      Prepayments and other assets                             (778,897)       545,597       (161,735)
  Increase (decrease) in liabilities-
      Accounts payable and accrued liabilities               18,378,234      1,658,363      1,883,130
      Outstanding winning tickets and refunds                   421,739        610,905       (546,129)
                                                           -------------  -------------  -------------
            Total adjustments                                19,259,325      6,405,839      8,255,815
                                                           -------------  -------------  -------------

Net cash provided by operating activities                     7,414,355      3,315,442      6,495,793
                                                           -------------  -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                       (3,370,752)   (10,113,509)   (10,218,529)
  Property damage insurance proceeds                                  -              -     11,595,850
  Deferred costs                                                (65,993)      (389,544)      (376,774)
  (Increase) decrease in notes receivable, net               (1,453,475)       201,612     (1,271,966)
  Acquisition of El Comandante Operating
   Company, Inc. (ECOC) cash accounts on
     termination of lease agreement                                   -              -      1,061,239
  Advances to Los Comuneros S.A.                                      -              -       (950,000)
                                                           -------------  -------------  -------------
Net cash used in investing activities                        (4,890,220)   (10,301,441)      (160,180)
                                                           -------------  -------------  -------------
</TABLE>

                                  (continues)


                                       31
<PAGE>
<TABLE>
<CAPTION>
                                        EQUUS GAMING COMPANY L.P.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    FOR THE YEARS ENDED DECEMBER 31,
                                        EQUUS GAMING COMPANY L.P.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    FOR THE YEARS ENDED DECEMBER 31,

                                                               2000          1999          1998
                                                           ------------  ------------  ------------
<S>                                                        <C>           <C>           <C>
  CASH FLOWS FROM FINANCING ACTIVITIES:
    Redemption of First Mortgage Notes                     $         -   $(3,048,320)  $(6,500,000)
    Payments (to) from affiliates                                    -      (200,000)      200,000
    Payment of financing costs                                 (78,268)      (60,579)            -
    Loan proceeds from financial institutions                  980,000     6,515,000     4,229,920
    Proceeds from working capital loan from United Tote      2,500,000             -             -
    Payments on notes payable and capital
      lease obligations                                     (6,796,499)   (3,612,813)   (3,372,946)
    Contributions by minority partners                               -        32,143     1,993,410
    Issuance of Units                                        6,000,000     3,051,600             -
    Issuance of bonds by Equus-Panama                                -             -     4,000,000
    Purchase of HDAMC Warrants  (see Note 6)                         -             -      (756,386)
    Cash distributions to minority partners of HDA                   -       (20,366)            -
                                                           ------------  ------------  ------------
  Net cash provided by (used in)  financing activities       2,605,233     2,656,665      (206,002)
                                                           ------------  ------------  ------------

  NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                          5,129,368    (4,329,334)    6,129,611

  CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               2,307,933     6,637,267       507,656

  CASH AND CASH EQUIVALENTS, END OF YEAR                   $ 7,437,301   $ 2,307,933   $ 6,637,267
                                                           ============  ============  ============

  SUPPLEMENTAL INFORMATION:
    Interest paid                                          $ 5,399,672   $ 8,572,220   $ 8,266,411
                                                           ============  ============  ============

  NON-CASH TRANSACTIONS:
    Equipment acquired through capital leases              $   137,430   $ 1,668,529   $   643,050
                                                           ============  ============  ============
    Acquisition of ECOC's non-cash accounts upon
      termination of lease agreement                       $         -   $         -   $(4,719,571)
                                                           ============  ============  ============
    Contribution of non-cash assets,  net of liabilities
      by Los Comuneros S.A. (see Note 1)                   $         -   $ 2,237,000   $         -
                                                           ------------  ------------  ------------
</TABLE>

   The accompanying notes are an integral part of this consolidated financial
                                   statement.


                                       32
                            EQUUS GAMING COMPANY L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  BASIS  OF  PRESENTATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES:

     Equus  Gaming Company L.P. (the "Company"), a Virginia limited partnership,
is  engaged  in thoroughbred racing, wagering and other gaming businesses in the
Caribbean,  Central  and  South  America.  Through its subsidiaries, the Company
operates  four  racetracks  and  manages  an extensive off-track betting ("OTB")
system  in  the  various  countries  where  the  Company  operates.

     The  Company  has  a  99%  interest  in Housing Development Associates S.E.
("HDA"),  the  owner  of  El  Comandante  Race Track ("El Comandante"), the only
licensed thoroughbred racing facility in Puerto Rico. El Comandante has operated
since  January  1,  1998,  as  a  wholly  owned subsidiary of HDA, El Comandante
Management  Company,  LLC  ("ECMC").  Satellites  Services  International,  Inc.
("SSI")  and  Agency Betting Network, Inc. ("ABN") are wholly owned subsidiaries
of  the  Company.  SSI will provide up-link services, satellite time (contracted
from  a  third party), and leasing of video and data telecommunication equipment
to  transmit  (or simulcast) live races from and to the Company's racetracks and
OTB  agencies,  including  live  races  from  outside  the Company's operational
territories  to  the  Company's agency distribution network in order to increase
the level of wagering revenues through the OTB systems.  ABN is establishing and
operating  an  OTB  agency  system  in  Colombia for Los Comuneros Race Track in
Medellin,  Colombia  ("Los  Comuneros").

          The  Company  has a 55% interest in Galapagos, S.A. ("Galapagos"), the
operator  since  April  1995  of  the  V  Centenario Race Track in the Dominican
Republic  ("V  Centenario") and a 51% interest in Equus Entertainment de Panama,
S.A.  ("Equus-Panama"),  the  operator  since January 1, 1998, of the Presidente
Remon  Race  Track  in  the  Republic  of  Panama  ("Presidente  Remon").  Both
racetracks are government-owned and operated by the Company's subsidiaries under
long-term  contracts.

          The  Company  also  has since 1999 a controlling 50% interest in Equus
Comuneros  S.A.  ("Equus-Comuneros"),  the  owner  and operator of Los Comuneros
which  it  acquired  for  approximately  $2.1  million.  In 1999 Equus-Comuneros
received  as a capital contribution from the minority stockholder, Los Comuneros
S.A., all assets and liabilities that were employed by the prior operator of Los
Comuneros.  The  assets  mainly  consisted  of land, buildings and equipment for
approximately  $4.7  million and liabilities of approximately $2.6 million.  The
liabilities  included  mainly  accounts  payable  to vendors and horseowners and
certain  financial  obligations  with  various  maturities  through 2004.  Equus
Comuneros,  S.A.  did  not  meet  its  loan payment commitments due to financial
institutions  totaling  $269,000  as  of  December  31,  2000.   The  Company's
management  requested  debt  restructuring  agreements  with  these  financial
institutions.  Should  noncompliance  continue,  the lending entities could make
their  guarantees  effective.

     In  2000,  the  Company  was  awarded exclusive rights by the Government of
Uruguay  to operate the Maronas racetrack in Montevideo and an off-track betting
agency network together with the right to operate up to 1,500 slot machines in 5
locations.

     The  necessary restoration of the racetrack would, in management's opinion,
require  an initial investment of $12 million.  Efforts to raise the $12 million
by  the  due  date  were  unsuccessful.  Consequently, the concession expired in
March  31,  2001,  and  the  Company's  bid  bond  in the amount of $450,000 was
forfeited  and  thus,  expensed  during  the  fiscal  year  2001.


                                       33
<PAGE>
     If,  as believed, the Government intends to offer the Moronas racetrack for
bid,  the  Company  may  bid  again.

     As noted in the accompanying consolidated financial statements, the Company
has  incurred  recurring  losses  from  operations,  has  a partners' deficit of
$20,211,757  and  projects  a negative cash flow for 2001.  These factors, among
others,  raise  substantial  doubt  about the Company's ability to continue as a
going  concern  and  to  meet  its  obligations  during  2001.  The accompanying
financial  statements  do  not  include  any  adjustments  relating  to  the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue  as  a  going  concern.

     Management's  plans  to  overcome  the  Company's financial problems are as
follow:

     (i)  Contract  changes  with  the  Puerto Rico Horseowners Confederation to
          allow  expanded  simulcasting on live and dark days. These changes are
          subject  to  the  Racing  Board's  approval.

     (ii) Request  license approval for casino and sports book operations at the
          Company's  racetrack  in  Panama.

     (iii)  Request  license  approval  in  Colombia  and Dominican Republic for
          casino  and/or  sports  book  operations.

     (iv) Implement  cost  reductions  at  all  properties.

     (v)  Request  designation  of the El Comandante facility as a tourist zone,
          which  would allow the addition of slot machines and authorization for
          low  interest  bonds  or  notes.

     (vi) Expand simulcasting in Panama, Colombia and Dominican Republic as well
          as  expand  betting  pool  races.

     (vii)  Obtain  new  bank  financing  or  financing  by  the  Wilson family.

     There  can  be  no  assurance that any of the above will be achieved, or if
achieved,  the  results  will be sufficient to enable the Company to continue to
operate.

     The Company failed to pay interest on the First Mortgage Notes (see Note 5)
due  on December 15, 2000.  The scheduled interest payment was made prior to the
default  date  of January 14, 2001.  It is not expected that the Company will be
able  to  meet  the  mandatory  maturity  dates  of the First Mortgage Notes, as
described  in  Note  5,  without  obtaining  additional  financing  from lending
institutions  or  investors.  Although  the  Company  has  had  discussions with
possible  lenders and investors, it has received no commitments or other form of
assurances  that such financing will be forthcoming.  Absent such financing, the
Company  will  not  be  able  to  meet  its  long-term  commitments.


                                       34
<PAGE>
     GOVERNMENT  MATTERS

     El  Comandante  is  required  to  pay the Government of Puerto Rico various
taxes  on the wagering placed on thoroughbred horse races held at or simulcasted
by  El  Comandante  (Puerto  Rico). The taxes on the wagering are required to be
remitted to the Department of the Treasury of Puerto Rico within two (2) days of
the  wages  being  placed.  El  Comandante failed to remit tax payments totaling
$9,949,182  from  October 16, 2000 to February 7, 2001, to the Department of the
Treasury  of  Puerto  Rico.   The  Company is currently in negotiations with the
Puerto  Rico tax authorities on a payment plan whereby the overdue taxes will be
paid  in  weekly  installments of $50,000.  Neither ECMC nor the Company has the
financial  resources  to  pay  currently  the  overdue  taxes.

     On  April  2,  2001,  the  House  of Representatives of the Commonwealth of
Puerto  Rico  presented a resolution ordering an investigation of the operations
of  ECMC  with  emphasis  on  the  physical  and financial administration of the
Company  and  its  debts  outstanding  with  the  Treasury  Department.

     As  of December 31, 2000, Equus Comuneros owed the Tax and National Customs
Administration  approximately  $462,000  for  tax  withholding  at  source  tax.
Management  has agreed on a payment plan which has not been finalized due to the
impossibility  of  satisfying  the  granting  of  a  compliance  policy.

     CONSOLIDATION  AND  PRESENTATION

     The  Company  consolidates  the  entities  in  which  it  has a controlling
interest.  The  accompanying  consolidated  financial  statements  include  the
accounts  of  the Company and its subsidiaries after eliminating all significant
intercompany  transactions.  All  of  the  entities included in the consolidated
financial  statements  are  herein  after  referred  to  collectively,  when
practicable,  as  the  "Company".

     The  Company  has  minority  partners  in  HDA, Galapagos, Equus-Panama and
Equus-Comuneros.  Therefore, the Company recorded minority interest based on the
income  and (losses) of these consolidated subsidiaries that are attributable to
the  minority  partners,  as  follows:


<TABLE>
<CAPTION>
                         FOR THE YEAR ENDED DECEMBER 31,
                     --------------------------------------
                         2000          1999         1998
                     ------------  ------------  ----------
<S>                  <C>           <C>           <C>
SUBSIDIARY:
    HDA              $   (74,620)  $       650   $  96,540
    Galapagos                  -             -           -
    Equus-Panama          46,572      (114,688)   (324,260)
    Equus-Comuneros   (1,286,824)     (915,420)          -
                     ------------  ------------  ----------
                     $(1,314,872)  $(1,029,458)  $(227,720)
                     ============  ============  ==========
</TABLE>


      In  general,  the  minority  interest is calculated based on the ownership
interest  of the minority partners.  HDA's minority partners had an 18% interest
until  August  20,  1997,  when  HDA  redeemed the 17% interest owned by Supra &
Company  S.E.  ("Supra").   Following the redemption, HDA has a minority partner
owning  a  1%  interest.   Galapagos'  minority  partners  own  a  45% interest.
However,  during  the years ended December 31, 2000, 1999, and 1998, the Company
did  not recognize minority interest in Galapagos' losses amounting to $759,719,
$312,217,  and  $465,879,  respectively,  because  the minority partners have no
legal  obligation  to  fund  such  losses  in  excess  of  their  investment.

     Equus-Panama  minority  partners  own  a 49% interest effective October 22,
1998 after the issuance of new stock pursuant to a public offering in Panama for
approximately  $2 million.  Equus-Comuneros minority partners own a 50% interest
effective  January  1,  1999.


                                       35
<PAGE>
     OUTSTANDING  UNITS

     The units of the Company represent an assignment of beneficial ownership of
Class  A  limited partnership interest (the "Units").  On December 15, 1998, the
Company  acquired  in  treasury  935,557  of  its  Units  in connection with the
repurchase  of Warrants issued by HDA Management Corporation ("HDAMC") (see Note
7).  In  December  31,  2000  the  Company  issued  6,000,000  units  to  Wilson
Securities  Corporation,  a  major  unitholder  of  the  Company, for $6,000,000
pursuant  to the terms of a Private Offering that commenced on November 2000 and
was  consummated on December 28, 2000.  During 1999 the Company issued 2,991,764
Units  to  The  Wilson Family Limited Partnership for $3,051,600 pursuant to the
terms of a private offering that commenced in December 1998 and expired in April
1999.   Net  loss  per Unit is calculated based on the weighted average of Units
outstanding.

     During  2000,  the  Company  issued  new  Units  and  Amended the Company's
Certificate  of  Limited Partnership to increase the number of units the Company
is  authorized  to  issue  from  10,383,617  to  20,000,000.

     PERVASIVENESS  OF  ESTIMATES

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally accepted in the United States ("GAAP") requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and disclosure of contingent assets and liabilities, if any, at the
date  of  the  financial  statements  and  the  reported amounts of revenues and
expenses  during  the  reporting period.  Actual results could differ from those
estimates.  A  significant  assumption  is  that  the  Company  can  recover the
carrying  amounts  of  its  assets  through  future  operations.

     COMPREHENSIVE  INCOME  (LOSS)

     Comprehensive income (loss) is defined as the changes in partners' interest
(deficit)  during  a period from transactions and other events and circumstances
from  non-owner sources.  The Company recognizes as a component of comprehensive
income  (losses)  currency translation adjustments and changes in exchange rates
of  unsettled  long-term  intercompany  transactions  of  foreign  subsidiaries.

     COMMISSIONS  ON  WAGERING

     Commissions  on  wagering  represent  income  earned by the Company on bets
placed  on  thoroughbred  horse  races  held  at  El Comandante (Puerto Rico), V
Centenario  (Dominican  Republic),  Presidente Remon (Panama), and Los Comuneros
(Colombia)  principally  through  wagering  facilities  located at independently
owned  off  track  betting  ("OTB")  agencies  throughout  these  countries.
Commissions  are  based on percentages of wagers established by law that vary by
country  and  are  based  on  the  different  types  of wagers.  Commissions are
presented  in  the  accompanying  consolidated  financial  statements  net  of
applicable  taxes  on wagers, amounts payable to winning bettors, commissions to
OTB agencies and other miscellaneous deductions established by law.  Commissions
on  wagering  are  recognized  upon  completion  of  the  races.

     NET  REVENUES  FROM  LOTTERY  SERVICES

     Galapagos  has  a five-year contract with a private operator to provide the
wagering  distribution  system  for  a  government-sponsored electronic lottery,
which  commenced  on  November  1, 1997.  Lottery games are sold at OTB agencies
selected  by Galapagos and at lottery agencies selected by the lottery operator.
Galapagos'  commissions are 3% of gross lottery sales.  In addition, the lottery
operator  pays  Galapagos  a  monthly fee for each OTB agency that sells lottery
games  as  reimbursement for a 50% share of telephone line costs.  Revenues from
lottery  sales  are  presented  in  the  accompanying  consolidated statement of
operations  for 1999 and 1998 net of fees paid to the company providing wagering
services  (see  Note  4).  This  is  currently  in  arbitration with Autotote as
discussed  in  Note  11.


                                       36
<PAGE>
     ADVERTISING  EXPENSE

     During  the  years  ended  December  31,  2000, 1999, and 1998, the Company
incurred  advertising  costs  of  approximately  $1,189,000,  $1,594,000,  and
$918,000,  respectively.

     CASH  AND  CASH  EQUIVALENTS

     The  Company  considers as cash equivalents certificates of deposit with an
original  issuance  to  maturity  term of three months or less.  Restricted cash
represents  accumulated cash in the "Pool Pote" and a bonus amount that is added
to  the Pick 6 pool payout for predetermined race days.  The "Pool Pote" is paid
out  when there is a sole pool winner.   The corresponding payables are recorded
as  part  of  the  liability  for  outstanding  winning  tickets  and  refunds.

     PROPERTY  AND  EQUIPMENT

     Land,  buildings  and improvements, and equipment are stated at cost plus a
step-up  of  $5,650,000 of El Comandante's assets as of March 8, 1995, resulting
from the issuance of Units to HDAMC for a 15% interest in HDA.  A portion of the
step-up  was  written  off  in  1998,  as a result of damage caused by Hurricane
Georges.  Depreciation  is  calculated  using  the straight-line method over the
estimated  useful  lives  of the property: 5 to 10 years for equipment, 35 years
for  buildings, and 10 to 15 years for land improvements. Major replacements and
improvements  are capitalized and depreciated over their estimated useful lives.
Repairs  and  maintenance  are  charged  to  expense  when  incurred.

     DEFERRED  COSTS

     Deferred  financing  costs  are  being  amortized  over  the  life  of  the
corresponding  debt,  using  the  effective  interest  method.  Costs  of Panama
contract  (see  Note  3)  are  amortized  over  the 20-year period of the Panama
license,  using  the  straight-line  method.

     IMPAIRMENT  OF  LONG-LIVED  ASSETS

     Statement  of  Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of",  requires that long-lived assets and certain identifiable intangibles to be
held  and  used  or disposed of by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may  not  be  recoverable.  Under such circumstances, SFAS No. 121 requires that
the  carrying  amount  of  an  asset  may  not  be  recoverable.  Under  such
circumstances,  SFAS  No. 121 requires that such assets be reported at the lower
of  their  carrying  amount  or fair value less cost to sell.  Accordingly, when
event  or  circumstances  indicate  that  long-lived assets may be impaired, the
Company  estimates the asset's future cash flows expected to result from the use
of  the  asset  and its eventual disposition.  If the sum of the expected future
undiscounted  cash  flows  is  less  than  the  carrying amount of the asset, an
impairment  loss  is  recognized based on the excess of the carrying amount over
the  fair  value  of  the asset.  The Company determined that no impairment loss
need  be  recognized  for  applicable  assets  at  December  31,  2000 and 1999.


                                       37
<PAGE>
     ORGANIZATIONAL  AND  START-UP  COSTS

     In  April  1998, the AICPA issued Statement of Position 98-5, "Reporting of
the  Costs  of  Start-Up  Activities" ("SOP 98-5").  SOP 98-5 requires all costs
associated  with  pre-opening  and  organization  activities  to  be expensed as
incurred.  The  Company  made an early adoption of SOP 98-5 effective January 1,
1998  and,  accordingly, wrote-off the unamortized balance of organizational and
certain  other  deferred  costs  of  $549,996.  This  amount is presented in the
accompanying  consolidated  statement  of operations for the year ended December
31,  1998,  as  a  cumulative effect of a change in accounting principle, net of
provision  for  income  taxes  of  $70,469  and  minority  interest  of $76,600.

     ACCOUNTS  RECEIVABLE

     Accounts  receivable  principally consists of amounts due from OTB agencies
on  thoroughbred  races  and  from the operator of the electronic lottery in the
Dominican  Republic.  As  of  December 31, 2000 and 1999, allowance for doubtful
accounts  amounted  to  $161,230  and  $410,328,  respectively.

     NOTES  RECEIVABLE

     Notes  receivable  consist  of  short-term loans to horseowners to purchase
horses  as  a  means to improve the quality of racing.  It also includes certain
payments  to  be made to Panama horseowners to guarantee certain minimum amounts
provided  under  the contract with Panama horseowners (see Note 4).  These loans
are  payable  when  wagering  in  Panama  reaches  a  certain  level.

     CURRENCIES

     The  Company  consolidates  its accounts with Galapagos and Equus-Comuneros
whose  functional  currency  are  the  Dominican Republic peso and the Colombian
peso,  respectively.  The  United  States  dollars  ("US$") are also a recording
currency  in  these  countries.  US$ are exchanged into these foreign currencies
("FC$")  and vice versa through commercial banks and/or the central banks of the
respective  countries.  The  Company  remeasures  the  monetary  assets  and
liabilities  of  the foreign subsidiaries that were recorded in US$ into the FC$
using  the  exchange  rates  in  effect  at the balance sheet date (the "current
rate")  and  all  other  assets  and  liabilities  and  capital accounts, at the
historical  rates.  The  Company then translates the financial statements of the
foreign  subsidiaries  from FC$ into US$ using the current rates, for all assets
and  liabilities,  and  the average exchange rates during the year, for revenues
and  expenses.

     For  the years ended December 31, 2000, 1999, and 1998, net exchange losses
resulting  from  remeasurement  of  accounts,  together with losses from foreign
currency transactions, amounted to $58,256, $25,701, and $190,453, respectively,
which  amounts are included as operating expenses.   Accumulated net losses from
changes  in  exchange  rates due to the translation of assets and liabilities of
the  foreign  subsidiaries are included in partners' deficit and at December 31,
2000,  1999  and  1998  amounted  to  $237,995, $656,501 and $103,355 (including
$35,595  from  unsettled  intercompany  transactions  in  1998),  respectively.

     The  exchange rates in Dominican Republic as of December 31, 2000, 1999 and
1998  were  US$1.00  to  FC$16.75,  US$1.00 to FC$16.00 and US$1.00 to FC$15.85,
respectively. The average exchange rates in Dominican Republic prevailing during
the  years  ended  December  31, 2000, 1999, and 1998, were US$1.00 to FC$16.53,
US$1.00  to  FC$16.10, and US$1.00 to FC$15.23, respectively. The exchange rates
in  Colombia  as  of  December  31, 2000, and 1999, were US$1.00 to FC$2,229 and
US$1.00  to  FC$1,874,  respectively.  The  average  exchange  rates in Colombia
prevailing  during  the  years  ended December 31, 2000 and 1999 were US$1.00 to
FC$2,105  and  US$1.00  to FC$1,733, respectively. The Company also consolidates
its  accounts  with  Equus-Panama  whose  functional  currencies  are the Panama
balboas  and the US$. Because these currencies are of equivalent value, there is
no  effect  attributed  to  foreign  currency  transactions  of  Equus-Panama.


                                       38
<PAGE>
2.   EL  COMANDANTE  RACE  TRACK:

     OPERATING  LICENSE

     El  Comandante  is  owned by HDA.  It is currently operated by HDA's wholly
owned  subsidiary,  ECMC, pursuant to an operating license granted by the Puerto
Rico Racing Board, which expires on December 14, 2004. The license provides ECMC
the  exclusive  right  to  operate  a  racetrack  in  the San Juan Region, which
encompasses  the  northern  half  of  Puerto  Rico,  and to conduct all types of
authorized betting, throughout the island of Puerto Rico, based on races held at
El  Comandante.  The  Company  and  HDA are primarily responsible to ensure that
ECMC  complies  with  all  terms  and  provisions  of the license and applicable
regulations  and orders of the Puerto Rico Racing Board.  Upon its expiration in
December  2004,  there  can be no assurance that a new operating license will be
issued.  However,  ECMC and its predecessors have continuously operated the only
thoroughbred  racing  facility  in  Puerto  Rico  since  1957.

     El  Comandante's  horse  racing  and  pari-mutuel  wagering  operations are
subject to substantial government regulation.  Pursuant to the Puerto Rico Horse
Racing  Industry  and Sport Act (the "Racing Act"), the Puerto Rico Racing Board
and  the  Puerto Rico Racing Administrator (the "Racing Administrator") exercise
significant  regulatory  control  over  El  Comandante's  racing  and  wagering
operations.  For example, the Racing Administrator determines the monthly racing
program  and  approves the number of annual race days in excess of the statutory
minimum  of 180.  The Racing Act also apportions payments of the wagering handle
and thus the Racing Act could be amended through legislation to reduce the share
of  monies  wagered  that  would  be  available  as  commissions.

     EL  COMANDANTE  LEASE  AND  INTANGIBLE

     Until  December  31,  1997,  HDA  leased  El  Comandante  to  El Comandante
Operating  Company,  Inc.  ("ECOC")  under a lease agreement (the "El Comandante
Lease")  that  required payments by ECOC to HDA of rent consisting of 25% of the
annual  commissions  on  wagering  earned by ECOC.  ECOC was required to pay all
expenses  of  El  Comandante  except  for  real  property  taxes  and the annual
operating  license  fee  (paid  in  1997  by  HDA).

     On  January  1,  1998, upon termination of the El Comandante lease (i) ECOC
transferred  to ECMC, at book value, all assets employed in the racing business,
(ii)  ECMC  assumed  all  agreements  of ECOC and its liabilities and (iii) ECMC
commenced  operating El Comandante.  Net liabilities assumed by ECMC amounted to
$3,658,332,  including $3.1 million due to HDA at December 31, 1997.  Management
made  an  internal  valuation  of  the  tangible  assets  acquired from ECOC and
concluded  that  book  value  approximated  its  fair
value.  Due  to  the  underlying  value  of the operating license granted by the
Puerto  Rico Racing Board, ECMC allocated the $3,658,332 to an intangible asset,
to  be  amortized  during  the  remaining period of the license through December
2004.

       As  a  result  of damage caused by Hurricane Georges to El Comandante and
considering  the  delay  in  obtaining  a  new  contract  with  the  Puerto Rico
Horseowners  Confederation  (contract  expired  in April, 1998, see Note 4), the
Company  assessed  its  investment in ECMC, following the provisions of SFAS No.
121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for Long-Lived
Assets  to  be Disposed Of".  The Company assessed impairment of its non-current
assets,  which included El Comandante's intangible, based on a comparison of the
aggregated  undiscounted  future  cash flows from ECMC, as an individual entity,
was  less  than  net  book value of ECMC's non-current assets.  Accordingly, the
Company  recognized  an impairment loss of El Comandante's intangible equivalent
to its net book value as of December 31, 1998, of $3,135,713 in the consolidated
statement  of  operations  for  the  year  ended  December  31,  1998.


                                       39
<PAGE>
3.  RACE  TRACK  LEASES:

     V  CENTENARIO  LEASE

     Galapagos  leases  and  operates  V  Centenario in Santo Domingo, Dominican
Republic,  from  the  Government pursuant to a 10-year agreement ending in April
2005.   The  contract  may  be renewed for additional ten-year periods by mutual
agreement  of  the parties.  The contract also provides Galapagos with the right
to  develop  off-track betting in the Dominican Republic and the exclusive right
to  simulcast  horse races, into the Dominican Republic.  Galapagos pays rent to
the  Government  based  on a percentage of the annual wagering on races run at V
Centenario  ("V  Centenario  Wagering"),  as  follows:  .25% of the first RD$240
million  (approximately  US$15 million), .5% of the next RD$240 million, .75% of
the  next  RD$240  million  and  1%  over  RD$720  million  (approximately US$43
million).

     The  Government  agreed  to  invest  a  portion  of  its  tax  receipts  on
simulcasting  wagering  to  improve horse racing in the Dominican Republic to be
distributed  between  Galapagos  and horseowners.  Galapagos' share of these tax
receipts,  which is received as reimbursement for repairs and maintenance of the
Government-owned  facility  at  V Centenario, marketing and television costs and
certain  other items, is based on the following percentages:  75% effective July
1997,  65%  effective  July  1998, and 50% effective July 1999.  Horseowners are
entitled  to the balance as additional purses.  The agreement expired in January
2000.  The  assistance  provided by the Government is included in other revenues
and  for  the  years ended December 31, 1999 and 1998, amounted to $321,358, and
$339,782,  respectively,  excluding  amounts  paid  to horseowners as additional
purses.  Management  is  currently  negotiating  an extension of this agreement.

     PRESIDENTE  REMON  LEASE

     Equus-Panama  leases  from  the Government and operates Presidente Remon in
Panama  City,  Republic  of  Panama,  pursuant  to a 20-year agreement ending in
December  2017.  The  contract  also  provides Equus-Panama the right to develop
off-track  betting  in  Panama  and the exclusive right to simulcast horse races
from  and into Panama as well as the right to operate up to 500 slot machines at
the  racetrack.  Upon  execution of the contract, Equus-Panama paid $2.2 million
to  the  Panama  Government.   Equus-Panama began simulcasting races from United
States  racetracks on January 2, 1998, and live racing commenced on February 14,
1998.


4.  COMMITMENTS  AND  CONTINGENCIES:

     HORSEOWNERS'  AGREEMENTS

     The  Company  has separate agreements with the horseowners confederation of
each  country  that  establishes  the amount payable to horseowners as purses in
exchange  for  the  availability of thoroughbred horses for races.   Payments to
horseowners  are,  in  general,  based  on  a  percentage  of  wagering.

     The  Panama contract expires in December 2007.  It is based on a percentage
of  handle  for  the  year  2000  and  subsequent  years.   In 1999 and 1998, it
provided  for  minimum  guaranteed payments to horseowners  of  $4.1 million and
$3.8  million,  respectively  (including  loans  of  $200,000  each year).   The
Dominican  Republic  contract  expires  in December 2005.  The Colombia contract
expires  on  December  31,  2009.  It  provides  for  certain minimum guaranteed
payments  to  horseowners  during  the  first three years ($1.2 million in 2000,
increased  in  2001  and  2002  in  accordance  with  an  inflation  factor).


                                       40
<PAGE>
     The Puerto Rico horseowners contract expires in July 2010.   The new Puerto
Rico  horseowners  contract,  signed  in July 2000, provides for a non-recurring
cash payment of approximately $1 million.  Approximately $673,000 was accrued in
1999.  The  remaining  $364,000  was  charged  to  operating  expenses  in 2000.

     Under  the  Puerto  Rico  contract,  the horseowners are guaranteed minimum
earnings  of $25,032,000 for 2000 and 2001.  ECMC is obligated among other items
to  pay the horseowners $90,000 annually for administrative costs and 50% of the
principal  and interest owed on an outstanding horseowners loan with a principal
balance  due  of  $526,000,  plus  accrued  interest.  ECMC  must  also  invest
$3,000,000  in  improvements  to  the  racetrack  during the 10-year term of the
contract, as well as provide $2,000,000 of financing for the purchase of horses.

     Additional  costs  incurred in the year 2000 related to the new horseowners
contract  are  included  in  other  expenses.

     On  March  16,  2001,  an  "Addendum  to  Contract"  was  executed  by  the
Horseowners  Confederation  and  the Company, whereby the parties jointly agreed
to:

     (v)  Increase  the  number of simulcast races each live race day from three
          (3)  to  six  (6).

     (vi) Place  three (3) of the simulcast races before the first live race and
          place  three  (3)  intermingled  races  after  the  fifth  live race;.

     (vii) Include simulcasting of nine (9) to twelve (12) races on Thursdays, a
          day  that  currently  holds  no  live  races.

     (viii) In  consideration  for the above items, ECMC will pay an additional
          $1,000,000  to the Horseowners Confederation if approved by the Racing
          Board.

     A  joint  petition  was recently filed with the Puerto Rico Racing Board to
request  approval  for  the  additional  simulcast  races  mentioned  above.

     WAGERING  SERVICES  AGREEMENTS

     The  Company  has  separate  agreements  with  Autotote  Systems,  Inc.
("Autotote")  and  United  Tote  Company  ("United  Tote")  to  provide wagering
services,  software and equipment to each racetrack, necessary for the operation
of  the off-track betting system.  Payments under these contracts are summarized
as  follows:


                                       41
<PAGE>
1.  Autotote
    --------

<TABLE>
<CAPTION>
                                                                PRESIDENTE
                          EL COMANDANTE    V CENTENARIO            REMON             LOS COMUNEROS
                         ---------------  --------------       --------------       ---------------
<S>                      <C>              <C>             <C>  <C>             <C>  <C>
Expiration date          March 2005       March 2005           January 2008                     (c)
Cost of services, as a
 percentage of wagering            0.65%           0.65%  (a)           1.00%                 1.20%
Minimum amount per year  $      800,800   $     200,000        $     330,000   (b)  $            -
</TABLE>


(a)  Fees  to Autotote are 2% of gross sales at lottery agencies and 1% of gross
     sales  at  OTB  agencies.

(b)  Based  on  a  minimum  monthly  payment of $27,500 for 2000, increased each
     subsequent  year, up to $36,000 in 2007. For years 2000, 1999 and 1998, the
     minimum  annual  payment was $330,000, $300,000 and $318,000, respectively.

(c)  On  August  1,  2000, the Company terminated the contract with Autotote for
     failure  to  comply  under the terms of the contract. United Tote commenced
     operations  30  days  later.


2.  United  Tote
    ------------

     In  August  2000,  the Company obtained a $2.5 million unsecured loan at 3%
over  prime  due  in  December 29, 2004.    Principal and interest is to be paid
from  .25%  of  the  wagering handle for the first four (4) years of the service
contract  with  United  Tote.

<TABLE>
<CAPTION>
                                                              PRESIDENTE
                             EL COMANDANTE    V CENTENARIO       REMON       LOS COMUNEROS
                             --------------  --------------  --------------  --------------
<S>                          <C>             <C>             <C>             <C>
Commencement date (a)        March 2004      March 2004      January 2007    August 2000
Expiration date              December 2010   December 2010   December 2010   December 2010
Cost of services, as a
 percentage of wagering           (b)             (b)             (b)             (b)
Minimum amount per year (c)       n/a             n/a             n/a             n/a
Additional fees (d)               n/a             n/a             n/a             n/a
</TABLE>

     (a)  The  services  agreement  with  United  Tote  specifies  that  the
          commencement  date shall be the earlier of the date that the agreement
          with  Autotote  expires  or  the  date  the  agreement  is  properly
          terminated.  See  Note  5.  (1.  c)  above  for the termination of the
          Autotote  agreement  with  Los  Comuneros.


                                       42
<PAGE>
     (b)     Total Handle in a            % of Total Handle received
               Contract Year                     by United Tote
     ------------------------------   -----------------------------------
     $ 350,000,000                    0.95% in the first four (4) years and .7%
                                      thereafter, see note (e) below.

     $ 350,000,001 to $500,000,000    0.5% of Total Handle

     $ 500,000,001 and over           0.4% of Total Handle


     (c)  Pursuant  to the service contract, there are minimum annual guaranteed
          wagering  handles  as  to  the  twelve  months  from  the  date  that
          totalizator  service  is first initiated by United Tote at two or more
          existing  or  new racetracks, and continues in twelve months intervals
          subsequent  to  that  date  for  the  remaining  term of the contract.

     (d)  The  Company  will  also  pay  United Tote a weekly fee of $2,625 as a
          "central hub allocation fee" until service by United Tote is furnished
          to  two  or  more  existing  or  new  racetracks.

     (e)  During  the  first  four  (4)  years, a fee of 0.25% of handle will be
          applied  to  principal  and  interest  on  the  unsecured note of $2.5
          million  due  on  December  29,  2004.


     OTHER  LONG-TERM  AGREEMENTS

     The  Company  has  also  entered  in  other  long-term  contracts  that are
essential  for  the  operation of its racetracks such as to guarantee television
coverage  in  Puerto Rico.  ECMC has an agreement with S&E Network, Inc. ("S&E")
that  requires the purchase of television time for a minimum of 910 hours at the
rate of $725 (effective February 1997) per hour, adjusted annually by CPI, or at
the  rate  of $900 per hour, also subject to CPI adjustments, if television time
after  7:00 PM is needed.  The contract is non-cancelable by either party during
the  initial  term,  which  expires on December 2006.  The term is automatically
extended  for  successive
5-year  periods by request of ECMC.  During this extended term, the contract can
be  canceled  by S&E, upon payment of liquidating damages of $2 million plus CPI
after  January  1997.

     CONTRIBUTIONS

     In connection with the termination of the lease agreement of El Comandante,
ECMC  assumed certain commitments made by ECOC to make contributions (subject to
availability of funds) to several charitable and educational institutions during
a  four-year  period ending in 2001.  These obligations are included in accounts
payable  and,  at  December  31,  2000  and  1999,  amounted  to  $350,000.   No
contributions  were  paid  in  2000.   ECMC  expects  to  make  the  remaining
contributions  in  2001.

OTHER  CONTINGENCIES

During  1999  and  2000,  Equus  Comuneros,  received transfers from the Company
amounting  to  $1,307,000.  According  to  Colombian  law  there  are  certain
limitations  on  transfers of foreign currency into Colombian entities. There is
the  possibility  that  a  regulatory  investigation will result in fines and/or
penalties  to  Equus  Comuneros.  Equus Comuneros legal counsel is in process of
correcting  any  violations  under Colombian law resulting from these transfers.


                                       43
<PAGE>
5.  FIRST  MORTGAGE  NOTES:

     On  December  15,  1993,  pursuant to a private offering, (i) El Comandante
Capital  Corp. ("ECCC"), a single-purpose wholly owned subsidiary of HDA, issued
first  mortgage  notes  in  the  aggregate  principal amount of $68 million (the
"First  Mortgage  Notes") under an indenture (the "Indenture") between ECCC, HDA
and  Banco  Popular de Puerto Rico, as trustee  (the  "Trustee"), and (ii) HDAMC
issued  Warrants to purchase 68,000 shares of Class A Common Stock of HDAMC.  In
March  1995,  the  Warrants  automatically  became  exercisable  to  purchase an
aggregate  of  1,205,232  units  of  the  Company from HDAMC (see Note 7).  Upon
issuance  of  the  Warrants, HDA recorded a note discount of $2,040,000 equal to
the fair value of the Warrants. Such note discount was being amortized using the
interest  method  over  the  term  of  the  First  Mortgage  Notes.

     The  First Mortgage Notes mature on December 15, 2003, and bear interest at
11.75%  payable semiannually.  Payment of the First Mortgage Notes is guaranteed
by  HDA.  The  First  Mortgage  Notes  are  secured  by  a  first mortgage on El
Comandante  and  by  certain other collateral which together encompass a lien on
(i)  the fee interests of HDA in the land and fixtures comprising El Comandante,
(ii)  all related equipment, structures, machinery and other property, including
intangible  property,  ancillary  to  the operations of El Comandante, and (iii)
substantially all of the other assets and property of HDA, including the capital
stock  of  ECCC  owned  by  HDA.

     During  the  past  years  HDA  has made early redemptions of First Mortgage
Notes  in  connection with certain transactions.  The Company has also purchased
in  the open market First Mortgage Notes which the Company intends to hold until
maturity  in  cancellation  of required partial redemptions in 2000 and 2001, as
explained  below.  Following  is  a  summary  of  these  transactions:

<TABLE>
<CAPTION>
                                                                       HELD BY THE
                                              FACE      (PREMIUM)      COMPANY AT
TYPE OF TRANSACTION               DATE        VALUE      DISCOUNT       31-DEC-00
------------------------------  --------  ------------  -----------    ------------
<S>                             <C>       <C>           <C>            <C>
Redemption                      Mar-1997  $    737,000  $        -     $         -
Redemption                      Sep-1997     2,500,000    (250,000)              -
Purchase in open market         Dec-1998     7,500,000   1,000,000       7,500,000
Redemption, reduced by amount
  of notes held by the Company  Jan-1999     2,620,000    (262,000)(a)    (380,000)
Purchase in open market         May-1999       189,000      22,680         189,000
                                          ------------                 ------------
                                          $ 13,546,000                 $ 7,309,000
                                          ============                 ============
<FN>
     (a)  Recorded  as  an  expense  by  the  Company  in  1998.
</TABLE>

     In  connection  with these transactions, the Company wrote-off a portion of
the  note  discount and deferred financing costs.  The net effect is included in
the  accompanying  consolidated statements of operations as extraordinary items,
net  of  provision  for  income  taxes,  as  follows:

<TABLE>
<CAPTION>
                             FOR THE YEAR ENDED DECEMBER 31,
                             -------------------------------
                               2000      1999       1998
                             --------  --------  -----------
<S>                          <C>       <C>       <C>
Discount (premium)           $      -  $ 22,680  $  738,000
Write-offs                          -         -    (464,146)
Provision for income taxes          -         -    (106,803)
                             --------  --------  -----------
                             $      -  $ 22,680  $  167,051
                             ========  ========  ===========
</TABLE>


                                       44
<PAGE>
     ECCC  is  required  to  partially redeem First Mortgage Notes commencing on
December  15, 2000.  The stated future maturities of the First Mortgage Notes at
December  31, 2000, reduced by prior redemptions, are as follows (in thousands):

<TABLE>
<CAPTION>
DUE DURING THE YEAR   GROSS    PURCHASED IN     NET
ENDING DECEMBER 31,   AMOUNT    OPEN MARKET    AMOUNT
-------------------  --------  -------------  --------
<S>                  <C>       <C>            <C>

        2000         $   563   $         563  $     -
        2001          10,200           6,746    3,454
        2002          10,200               -   10,200
        2003          40,800               -   40,800
                     --------  -------------  --------
                      61,763           7,309   54,454
 Less - discount        (705)             81     (786)
                     --------  -------------  --------
                     $61,058   $       7,390  $53,668
                     ========  =============  ========
</TABLE>

      HDA  may  also  redeem  First  Mortgage  Notes at the following redemption
prices  (expressed  as  percentages  of principal amount), in each case together
with  accrued  and  unpaid  interest:

<TABLE>
<CAPTION>



DURING THE 12-MONTH PERIOD
BEGINNING ON DECEMBER 15,
--------------------------
<S>                         <C>
           2000                     101.50%
           2001                     100.00%
</TABLE>

     HDA  is  required  to  purchase First Mortgage Notes, at face value, to the
extent  that HDA has accumulated excess cash flow, asset sales with net proceeds
in  excess of $5 million (to the extent these proceeds are not invested in HDA's
racing  business  within a year), or a total taking or casualty, or in the event
of  a  change  of  control  of  HDA.

     The Indenture contains certain covenants, one of which restricts the amount
of  distributions  by  HDA  to  its  partners, including the Company.  Permitted
distributions are limited to approximately 48% of HDA's consolidated net income.
In  connection  with  certain  approval required from noteholders, HDA agreed to
temporarily  reduce  these  distributions  by  17%.  HDA  is  permitted  to make
additional  cash  distributions  to  partners  and other Restricted Payments, as
defined  under  the Indenture, equal to 44.25% of the excess of HDA's cumulative
consolidated  net  income after December 31, 1993, over the cumulative amount of
the  48%  distributions, provided that HDA meets a certain minimum debt coverage
ratio.  HDA has not met this debt coverage ratio.  As of March 10, 2000, HDA has
advanced  to the Company approximately $1.3 million against its allowable future
distributions  of  profits,  which,  technically,  is not in conformity with the
terms  of  the  Indenture.  As  of  March  29,  2001,  HDA had advanced to Equus
approximately $3,662,000 against allowable future distributions of profits which
is  not  in  conformity  with  the  terms  of  the  Indenture.

6.  HDAMC  WARRANTS

     Under  the  Warrant  Agreement,  the  Company  was  not a "qualified public
company"  and  therefore  HDA, as guarantor of the obligation, made the offer to
purchase  68,000  outstanding Warrants for cash, at a repurchase price of $15.49
per  Warrant.  The  repurchase  offer  expired  on December 15, 1998 when 48,127
Warrants  were  tendered  for a total purchase price of $745,487.  This payment,
together  with  transaction  costs,  was  charged  to partners' deficit.  Of the
remaining  Warrants,  15,216 were exercised in exchange for 269,688 Units of the
Company and, 4,657 Warrants, neither tendered nor exercised, expired. Therefore,
935,557  of  the  Units previously held by HDAMC were distributed to the Company
and  are  currently  held  in  treasury.


                                       45
<PAGE>
7.  BONDS  AND  NOTES  PAYABLE  AND  CAPITAL  LEASES:

     The  Company's  outstanding  notes  payable  consist  of  the  following:

<TABLE>
<CAPTION>

                                                                    BALANCE AT
                                                                   DECEMBER 31,
                                      MATURITY   INTEREST   -------------------------
BORROWER          DESCRIPTION           DATE       RATE         2000          1999
---------------  --------------       ---------  ---------  -------------  ----------
<S>              <C>             <C>  <C>        <C>        <C>            <C>
HDA/ECMC         Note payable    (a)  15-Dec-01    P+1.00%  $   3,000,000  $5,500,000
Equus-Panama     Term loan            25-Apr-00     10.75%              -      56,364
Equus-Panama     Line of credit  (b)  various       10.75%        280,349     204,955
Equus-Comuneros  Term loans      (c)  various     variable        269,612     464,763
HDA/ECMC         Note payable    (d)  15-Dec-01    P+1.00%        500,000           -
                                                            -------------  ----------
                                                            $   4,049,961  $6,226,082
                                                            =============  ==========
</TABLE>

     At  December  31,  2000,  and 1999, the prime rate (P) was 9.50% and 8.50%,
respectively.

(a)  Considered  Refinancing  Indebtedness  under  the  terms  of the Indenture.
     Collateralized  by  the  First  Mortgage Notes purchased in the open market
     (see  Note  5).  Payable  in quarterly installments commencing on March 31,
     2000.  Balance  outstanding  under the credit facility existing at December
     31,  1998,  was  paid  from  proceeds  of  the  Refinancing  Indebtedness.

(b)  Available  to  finance  loans  to Panama horseowners for the acquisition of
     horses. Payable in equal monthly installments, principal and interest, with
     various  maturity  dates  from  April  25,  2000  to  December  26,  2000.

(c)  Collateralized  by a certificate of deposit for $140,000, which is included
     in  the  accompanying  balance  sheets as of December 31, 2000 and 1999, as
     restricted cash. Management is in the process of renegotiating the terms of
     these  financial  obligations.  Interest rates range from 7% to 14.01% over
     Colombia's  Fixed  Term  Deposit  (FTD)  rate. FTD at December 31, 2000 and
     1999,  were  12.77%  and  15.75%,  respectively.

(d)  HDA  has  a  $500,000 revolving line of credit available until December 15,
     2001,  for  its  operational  needs.  Interest  is  calculated  on balances
     outstanding at a rate equivalent to one point over prime rate. Principal is
     due  upon maturity on December 15, 2001. In February 2000 HDA drew $500,000
     under  this  credit  facility.

     The  Company  also  guarantees  a  $250,000  loan  of  the  operator of the
restaurant  at  Presidente  Remon.  The  proceeds  of  this  loan  were  used by
Equus-Panama  to  finance  improvements  to  the  restaurant.

     In October 1998, Equus-Panama issued $4 million in unsecured bonds pursuant
to  a public offering.  Interest is payable at 11% rate per annum on a quarterly
basis.  The  bonds  may be redeemed by Equus-Panama prior to June 30, 2001, at a
redemption  price  of 102% of the principal amount and thereafter at par.  There
are  certain  restrictions  that  limit  the  capacity  of Equus-Panama to incur
indebtedness  and  pay  dividends  to  shareholders.


                                       46
<PAGE>
     The  following  table summarizes future minimum payments on capital leases,
notes  payable  and  bonds  of  the  Company  and its consolidated subsidiaries:

<TABLE>
<CAPTION>
DUE DURING THE YEAR    CAPITAL       NOTES       BONDS
ENDING DECEMBER 31,    LEASES       PAYABLE     PAYABLE
-------------------  -----------  -----------  ----------
<S>                  <C>          <C>          <C>
2001                 $  994,013   $4,274,940   $  600,000
2002                    719,817       41,517    1,000,000
2003                    545,307       35,319    1,200,000
2004                    330,811       18,801    1,200,000
                     -----------  -----------  ----------
                      2,589,948    4,370,577    4,000,000
  Imputed interest     (357,389)    (320,616)           -
                     -----------  -----------  ----------
                     $2,232,559   $4,049,961   $4,000,000
                     ===========  ===========  ==========
</TABLE>

8.  RETIREMENT  PLAN  AND  PENSION  PLAN:

     RETIREMENT  PLAN

     In  1998,  the  Company  established a retirement plan for employees of its
subsidiary,  Equus Entertainment Corporation ("EEC").  Employees are eligible to
participate  in  the retirement plan when they have completed a minimum of 1,000
hours  of  service.  The  Retirement  Plan  is a defined contribution plan which
provides for contributions by the Company for the accounts of eligible employees
in  amounts  equal  to  4%  of base salaries and wages not in excess of the U.S.
Social Security taxable wage base, and 8% of salaries (limited to $160,000) that
exceed that wage base.  Eligible employees may also make voluntary contributions
to  their  accounts  and self direct the investment of their account balances in
various  investment  funds  offered  under  the  plan.   Contributions  to  the
Retirement Plan amounted to $33,824, $49,975 and $52,400 in 2000, 1999 and 1998,
respectively.  Prior  to  October  5,  1998, EEC's employees participated in the
retirement  plan  of  Interstate  General Company L.P. ("IGC"), a former general
partner  of  the  Company.


     PENSION  PLAN

     ECMC  has  a  non-contributory  defined  benefit  pension  plan  covering
substantially  all  of  its  nonunion employees.  As a result of the transfer of
ECOC assets, liabilities and commitments, HDA is now the sponsor of the nonunion
employees  pension  plan.  Benefits are based on the employee's years of service
and  highest  average  earnings  over  five consecutive years during the last 15
years of employment.  ECMC's policy is to fund an amount not less than the ERISA
minimum funding requirement or more than the maximum deductible under the Puerto
Rico  tax  law.   Pertinent  information  on this pension plan as of and for the
years  ended  December  31,  2000,  1999  and  1998,  is  as  follows:


                                       47
<PAGE>
<TABLE>
<CAPTION>
                                                   2000        1999         1998
                                                ----------  -----------  -----------
CHANGE IN BENEFIT OBLIGATION:
<S>                                             <C>         <C>          <C>
  Benefit obligation at beginning of year       $ 594,882   $1,152,797   $  926,531
  Service cost                                    128,225      118,891       86,651
  Interest cost                                    55,616       68,073       72,355
  Actuarial gain (loss)                           117,436     (339,600)      49,540
  Actuarial gain due to change
    in assumptions                                      -            -       71,246
  Benefits paid                                  (174,409)    (405,279)     (53,526)
                                                ----------  -----------  -----------
  Benefit obligation at end of year               721,750      594,882    1,152,797
                                                ----------  -----------  -----------

CHANGE IN PLAN ASSETS:
  Fair value of plan assets beginning of year     428,391      623,532      419,389
  Asset gain                                        6,247            -            -
  Actual return on plan assets                    (28,559)      53,692       41,660
  Employer contribution                           227,658      206,446      266,009
  Benefits paid                                  (174,409)    (405,279)     (53,526)
  Administrative expenses                         (50,000)     (50,000)     (50,000)
                                                ----------  -----------  -----------
  Fair value of plan assets end of year           409,328      428,391      623,532
                                                ----------  -----------  -----------

  Funded status                                  (312,422)    (166,491)    (529,265)
  Unrecognized net actuarial loss                 262,935       42,584      341,127
  Unrecognized transition obligation               52,255       65,319       78,383
                                                ----------  -----------  -----------
  Prepaid (accrued) benefit cost                $   2,768   $  (58,588)  $ (109,755)
                                                ==========  ===========  ===========

WEIGHTED-AVERAGE ASSUMPTION:
  Discount rate                                      7.50%        7.90%        6.75%
  Expected return on plan assets                     7.50%        7.50%        7.50%
  Rate of compensation increase                      4.00%        4.00%        4.50%

COMPONENTS OF NET PERIODIC BENEFIT COST:
  Service cost                                  $ 128,225   $  118,891   $  136,651
  Interest cost                                    55,616       68,073       72,355
  Expected return on plan assets                  (38,270)     (54,902)     (37,808)
  Amortization of transition obligations           13,064       13,064       13,064
  Recognized net actuarial loss                     7,667       10,153       17,719
                                                ----------  -----------  -----------
  Net periodic benefit cost                     $ 166,302   $  155,279   $  201,981
                                                ==========  ===========  ===========
</TABLE>


9.  INCOME  TAXES:

     The  Company  is  organized as a partnership, which is not a taxable entity
for United States tax purposes and incurs no federal income tax liability.  As a
result,  each  partner  is required to take into account in computing its income
tax  liability  such  partner's  allocable  share  of  the Company's net taxable
income.  As  a  result  of  certain changes in the Company's corporate structure
effective  January  1,  1998, the partner's allocable share of the Company's net
taxable  income  will  be  approximately equal to cash received during the year.


                                       48
<PAGE>
     The  provision  for  income taxes included in the accompanying consolidated
financial  statements  is  attributable  to  (i) Puerto Rico income taxes on the
results  of  operations  of  its Puerto Rico subsidiaries, EEC, HDA and ECMC and
(ii) withholding taxes imposed by foreign countries on income earned by EEC, for
which  no  foreign  tax  credit  will be available in Puerto Rico, summarized as
follows:

<TABLE>
<CAPTION>
                              FOR THE YEAR ENDED DECEMBER 31,
                              -------------------------------
                                2000      1999       1998
                              --------  --------  ----------
<S>                           <C>       <C>       <C>
Puerto Rico income taxes-
   Deferred                   $570,056  $375,928  $1,145,945
   Current                           -   204,892           -
Foreign income tax, deferred    50,038   161,333           -
                              --------  --------  ----------
                              $620,094  $742,153  $1,145,945
                              ========  ========  ==========
</TABLE>


     The  deferred  income  tax  asset  is  mainly attributable to net operating
losses  carried-forward, for which a valuation allowance has been recorded.  The
deferred income tax liability as of December 31, 1999 and 1998 has the following
components  of deferred tax liabilities (assets), net of corresponding valuation
allowance:

<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                   -------------------------------------
                                      2000         1999          1998
                                   -----------  -----------  -----------
<S>                                <C>          <C>          <C>
Puerto Rico income taxes-
   Depreciation                    $2,333,767   $1,536,640   $2,859,688
   Gain on involuntary conversion   1,421,523    1,513,569    1,057,413
   Net operating losses of ECMC             -            -     (924,371)
   Contingency reserves                     -            -     (298,560)
   Other                              (78,790)     (75,083)     (94,971)
Foreign withholding income taxes      256,644      190,674       29,340
                                   -----------  -----------  -----------
                                   $3,933,144   $3,165,800   $2,628,539
                                   ===========  ===========  ===========
</TABLE>

10.  RELATED  PARTY  TRANSACTIONS:

     LOAN  FROM  IBC

     In  1998  the  Company obtained a $200,000 loan from IBC, the sole owner of
Equus  Management Company, ("EMC"), the managing general partner of the Company.
The  loan  accrued  interest  based on the Citibank prime rate plus 1%, which at
December  31,  1998,  was 8.75%.  The principal and accrued interest was paid in
March  1999.


                                       49
<PAGE>
     SERVICES  AMONG  RELATED  PARTIES

     The following represents a summary of amounts accrued for services rendered
by  or  from  certain  related  parties,  namely,  EMC,  IBC, American Community
Properties Trust ("ACPT") and Interstate General Company L.P. ("IGC") during the
years  ended  December  31,  2000,  1999,  and  1998:

<TABLE>
<CAPTION>

                                                FOR THE YEAR ENDED DECEMBER 31,
                                                -------------------------------
ENTITY                NATURE OF SERVICE            2000      1999      1998
------------  ---------------------------------  --------  --------  --------
RENDERED BY:
<S>           <C>                                <C>       <C>       <C>
  ACPT        Support agreement                  $ 52,600  $ 40,400  $ 29,236
  ACPT        Rent office space                    42,000    42,000    42,000
  EMC         Director fees                       124,800    88,800    98,550
  IBC         Accounting services                       -         -     3,000
  IGC         Services of James J. Wilson         192,703   135,000   180,000
  IGC         Services of Wilson Nazario           12,833         -         -
  IGC         Other services on Virginia racing         -    18,041         -
RENDERED TO:
  IGC         Services of Thomas B. Wilson
              on waste technology matters               -         -    46,800
</TABLE>

11.  LEGAL  PROCEEDINGS:

     Certain  of the Company's subsidiaries are presently named as defendants in
various lawsuits and might be subject to certain other claims arising out of its
normal  business  operations.  Management,  based in part upon advice from legal
counsel,  believes  that  the  results  of such actions will not have a material
adverse  impact  on  the  Company's financial position or results of operations.

     The Company currently has a case in arbitration at the American Arbitration
Association  in  defense  of  and  against Autotote.   Autotote has filed claims
against  Galapagos,  Equus  Comuneros, Equus Panama and El Comandante for unpaid
service  fees  and  against  Equus  Comuneros  for  liquidated  damages.

     The  amounts  claimed  are  as  follows:

          El  Comandante                $186,415  plus  interest

          Galapagos                     $194,977  plus  interest

          Equus  Panama                 $227,379  plus  interest

          Equus  Comuneros              $584,262  plus  interest

          Equus  Comuneros  (damages)   $2,276,780


     Equus Panama and ECMC have agreed to pay the amount claimed and accordingly
have  agreed  to pay such amounts; each of the other companies has contested the
claims  on  the grounds that Autotote breached material contractual obligations.
Amounts accrued represent management's best estimate of amounts due to Autotote.

     El Comandante and Galapagos have also filed counterclaims against Autotote.


                                       50
<PAGE>
     The arbitration hearings concluded on April 9, 2001; rulings on the various
claims  and  counterclaims  are  expected  on  or  before  May  15,  2001.
 .
     In  addition,  the Company has disputed various cases since 1991 related to
the  volume  of  business  tax  as assessed by the Municipality of Can vanas, in
which  El  Comandante  is  located  in Puerto Rico.  The Company's basis for the
dispute  relates  to the fact that the local municipality of Can vanas assessing
as  volume  of  business,  the  sales  commissions  earned  by  the numerous OTB
agencies,  located  throughout  the  island of Puerto Rico. The OTB agencies are
also  reporting  and  paying  in  their local communities the volume of business
conducted  in  their  individual agencies.  The Company claims this is a case of
double  taxation and that the Company should not be taxed on the agencies volume
business  sales.   The  Appellate  Court  of  Puerto  Rico ruled in favor of the
Municipality  of  Can  vanas  and  confirmed  the deficiencies.  The Puerto Rico
Supreme Court denied a petition for hearing the case and as result the Appellate
Court's  decision  became  final.

     The following schedule lists the deficiencies that have not been paid since
1993  and  which are included within Accounts Payable and Accrued Liabilities as
of  December  31,  2000.

                FISCAL  TAX  YEAR          DEFICIENCY
                -----------------          ----------

                       93-94                $  94,887
                       96-97                  159,526
                       97-98                  155,166
                       98-99                  138,783
                       99-00                  114,374
                       00-01                  131,326
                                           ----------

                      Total  deficiency
                                             $794,062
                                           ==========


12.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:

     As  of  December  31,  2000, and 1999, the fair value of the First Mortgage
Notes  was approximately $24,504,300, and $47,920,000 respectively, (as compared
with its carrying value of $53,667,739 in 2000 and $53,568,554 in 1999) based on
the  market  price  quoted  by  a  brokerage firm that trades the First Mortgage
Notes.  The carrying value of notes payable, capital leases and notes receivable
approximates  fair  value  because  these  obligations bear interest at variable
rates.   The  carrying  value  of  accounts  receivable  and  accounts  payable
approximates  fair  value  due  to  the  short-term  maturity  thereof.


13.  SEGMENT  INFORMATION:

     The  Company  has  identified  reportable  segments,  based on geographical
considerations:  Puerto  Rico, Dominican Republic, Colombia, Panama and Uruguay.
The  accounting  policies of the segments are the same as those described in the
summary  of  accounting  policies.  The  Company  evaluates performance based on
profit  or loss before income taxes, not including nonrecurring gains and losses
and  foreign  exchange  gains  and  losses.  The  following presents the segment
information  (net of eliminating entries) for the years ended December 31, 2000,
1999  and  1998  (in  thousands):


                                       51
<PAGE>
<TABLE>
<CAPTION>

                                PUERTO   DOMINICAN
2000:                            RICO     REPUBLIC    COLOMBIA    PANAMA    URUGUAY     TOTAL
                               --------  ----------  ----------  --------  ---------  ---------
<S>                            <C>       <C>         <C>         <C>       <C>        <C>
Commissions on wagering        $50,972   $   3,315   $   1,560   $ 8,540   $      -   $ 64,387
Total revenues                  53,403       4,265       1,839     9,081          4     68,592
Financial expenses               9,523          33         274       638          5     10,473
Depreciation and amortization    2,951         361         324       625          -      4,261
Loss before income
  taxes, minority interest
  and extraordinary item        (8,096)     (1,688)     (2,540)      112       (328)   (12,540)
Capital improvements             4,140         139      (1,168)      259          -      3,370
Total assets                    57,768       2,036       4,009    10,217      6,104     80,135


1999:
Commissions on wagering        $52,076   $   3,835   $   1,445   $ 9,388   $      -   $ 66,744
Total revenues                  54,681       5,316       1,646     9,682          -     71,325
Financial expenses               7,602          48         262       568          -      8,480
Depreciation and amortization    2,508         320         192       573          -      3,593
Earnings (loss) before income
  taxes, minority interest,
  extraordinary item and
  cumulative effect               (641)       (694)     (1,831)     (234)         -     (3,400)
Capital improvements             8,671         183         904       356          -     10,114
Total assets                    54,792       1,842       5,120     9,189          -     70,943


1998:
Commission on Wagering         $41,081   $   3,640   $       -   $ 7,808   $      -   $ 52,529
Total revenues                  55,350       5,747           -     7,876          -     68,973
Financial expenses               8,669         121           -       319          -      9,109
Depreciation and amortization    2,928         364           -       464          -      3,756
Earnings (loss) before income
  taxes, minority interest
  and extraordinary item         1,518        (815)          -    (1,345)         -       (642)
Capital improvements             5,373          52           -     4,793          -     10,218
Total assets                    52,455       2,049         950     8,585          -     64,039
</TABLE>

          Effective January 1, 1998 EEC, which is based in Puerto Rico, provides
management services to the foreign countries in connection with the operation of
the  racetracks  and  the  off-track  betting  system.  Fees  for these services
represent intersegment revenue.  For the years ended December 31, 2000, 1999 and
1998,  Puerto  Rico  recognized  revenue  of  $167,964,  $186,021  and $180,763,
respectively,  attributable  to  Dominican  Republic,  and  for  the years ended
December  31,  2000, and 1999, $146,822 and $159,575, respectively, attributable
to  Panama  .  No  fees were charged to Panama in 1998 due to restrictions under
its  bonds.


                                       52
<PAGE>
14.QUARTERLY  REPORTS  (UNAUDITED)

The  following  table  reflects  the  unaudtied quarterly results of the Company
during  the  years  ended  December  31,  2000,  1999  and  1998.

<TABLE>
<CAPTION>
                                                 ALLOCATION  OF  NET
                                                  (LOSSES)  EARNINGS
                                                -----------------------
                                                                              BASIC AND
                      TOTAL       NET (LOSS)     GENERAL      LIMITED      DILUTED PER UNIT
QUARTER ENDED        REVENUES      EARNINGS      PARTNERS     PARTNERS      (LOSS) EARNINGS
--------------------------------------------------------------------------------------------
<S>                 <C>          <C>            <C>         <C>            <C>
2000 FISCAL YEAR

March 31, 2000      $17,622,745  $   (640,304)  $  (6,403)  $   (633,901)  $          (0.08)
June 30,2000         16,814,964    (2,205,665)    (22,057)    (2,183,608)             (0.26)
September 30, 2000   16,448,512    (2,960,563)    (29,606)    (2,930,957)             (0.35)
December 31, 2000    17,705,815    (6,038,438)    (60,384)    (5,978,054)             (0.70)
                    -----------  -------------  ----------  -------------  -----------------
                    $68,592,036  $(11,844,970)  $(118,450)  $(11,726,520)  $          (1.39)
                    ===========  =============  ==========  =============  =================

1999 FISCAL YEAR

March 31, 1999      $18,985,686  $    579,958   $   5,800   $    574,158   $           0.10
June 30 1999         16,691,717      (489,878)     (4,899)      (484,979)             (0.06)
September 30, 1999   17,258,051      (428,015)     (4,280)      (423,735)             (0.05)
December 31, 1999    18,389,135    (2,752,462)    (27,525)    (2,724,937)             (0.38)
                    -----------  -------------  ----------  -------------  -----------------
                    $71,324,589  $ (3,090,397)  $ (30,904)  $ (3,059,493)  $          (0.39)
                    ===========  =============  ==========  =============  =================


1998 FISCAL YEAR

March 31, 1998      $17,436,901  $   (249,866)  $  (2,499)  $   (247,367)  $          (0.04)
June 30, 1998        16,043,767      (941,815)     (9,418)      (932,397)             (0.15)
September 30, 1998   17,258,051      (428,015)     (4,280)      (423,735)             (0.05)
December 31, 1998    18,233,847      (140,326)     (1,403)      (138,923)             (0.04)
                    -----------  -------------  ----------  -------------  -----------------
                    $68,972,566  $ (1,760,022)  $ (17,600)  $ (1,742,422)  $          (0.28)
                    ===========  =============  ==========  =============  =================
</TABLE>


                                       53
<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
          FINANCIAL  DISCLOSURE

     Not  applicable.

     PART  III


ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY  AND  EMC

MANAGING  PARTNER  OF  THE  COMPANY

     Equus  Management  Company  ("EMC")  is the managing general partner of the
Company  and,  as  such,  has full and exclusive responsibility and authority to
manage  the  Company,  including  declaring  and authorizing cash distributions,
making  employment  decisions,  determining  executive  compensation  and making
investment decisions and other decisions normally made by executive officers and
directors  of  a  corporation.

     EMC  does  not engage in any activities other than managing the business of
the  Company.  EMC  is  governed  by  its  Board  of  Directors, which currently
consists  of  eight  persons.  Directors will be elected in the future either by
Interstate Business Corporation ("IBC"), as the parent company of EMC, or by the
directors  then holding office subject to certain limitations, including that at
least  two  of  the  directors be independent of the Company, IBC and Interstate
General  Company L.P. ("IGC").  Thus, Unitholders do not have the power to elect
EMC's  directors.  The  officers  of  EMC are elected by its Board of Directors.
All  officers of EMC are employees of Equus Entertainment Corporation ("EEC"), a
wholly  owned  subsidiary  of  the  Company.

     At  present,  two  of  EMC's  directors are directors and officers of IGC's
managing  general  partner and two of EMC's directors are directors and officers
of  IBC.  Also,  one  EMC's director is a trustee of American Community Property
Trust  ("ACPT").  The  adult  children  of  James  J.  and Barbara A. Wilson own
approximately  99.4%  of  IBC  and 100% of The Wilson Family Limited Partnership
("WFLP")  and  100% of Wilson Securities Corporation ("WSC").  The Wilson family
and companies controlled by them, including IBC, WFLP and WSC hold approximately
a 77% interest in the Company, a 54.25% interest in IGC and a 50.89% interest in
ACPT.

DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY  AND  EMC

     The table below sets forth the name, age and positions with the Company and
EMC  of each director and executive officer of EMC and each executive officer of
the  Company.

 NAME                        AGE     POSITIONS  WITH  THE  COMPANY  AND  EMC
 ----                        ---     ---------------------------------------

James  J. Wilson              67     Co-Chairman and Director of EMC
                                     Director of EMC

Thomas  B.  Wilson            38     Co-Chairman,  President and Chief Executive
                                     Officer;  Director  of  EMC

Hernan  G.  Welch             51     Executive  Vice  President  -  Finance and
                                     Administration  (through  February,  2001)

Juan  M.  Rivera-Gonzalez     53     Vice  Chairman  and  Director  of  EMC


                                       54
<PAGE>
Donald  J.  Kevane            70     Director  of  EMC

Alberto  M.  Paracchini       68     Director  of  EMC

Barbara  A.  Wilson           64     Director  and  Secretary  of  EMC

Mary  Pat  Wilson             37     Director  of  EMC

Charles  Cuprill              57     Director  of  EMC


RELATIONSHIPS.   James J. Wilson and Barbara A. Wilson are the parents of Thomas
B.  Wilson  and  Mary  Pat  Wilson.

Certain  additional information concerning the above persons is set forth below.

James  J.  Wilson  was  Chairman and President of EMC from its formation in 1994
-----------------
until February 1996 when he resigned.  He was reelected Chairman of the Board of
Directors  of  EMC in October 1998.  He has been Chairman of the Board and Chief
Executive  Officer of the general partner of IGC, since 1986.  He is the founder
of  IGC  and  has been Chief Executive Officer of IGC and its predecessors since
1957.  He  is  the  founder  of  IBC  and  its  predecessors.

Thomas  B.  Wilson has been President and Chief Executive Officer of EMC and the
------------------
Company since January 1998 and Director of EMC since February 1998.  He has been
a  Director  of IGMC since December 1995 a Director of IBC since 1994 and a Vice
President  of  IBC  since  September  1994.  From  1994  to December 1997 he was
President  of  El  Comandante  Operating  Company,  Inc.("ECOC").

Hernan  G.  Welch was Chief Financial Officer of EMC and the Company from April,
-----------------
2000 to February, 2001 when he left the Company.  From July, 1999 to March, 2000
he  was  Executive  Vice  President-  Finance and Administration of  EMC.   From
1994  to July of 1999 he was in public accounting and served as an International
Audit  and  Consulting Partner with the international firm of Ernst & Young.  He
was  in  charge  of multinational engagements involving financial accounting and
reporting,  and  financial  management  services  for multinational companies in
industries such as entertainment and high technology, energy, telecommunications
and  financial  services.  He served as an expatriate executive in Latin America
for  the  firm  from  1997 to 1999.  He started his professional career with the
U.S.  Treasury  Department  in  1974 and then pursued a public accounting career
from  1979  through  1999  as  a  CPA.

Juan M. Rivera-Gonzalez was Executive Vice President and Chief Operating Officer
-----------------------
of  EMC  and  the  Company since January 1998 and Director of EMC since February
1998,  until  he  resigned  in September 1999 to practice law and serve as legal
counsel  of  the  Company.   From January 1996 to December 1997 he was Executive
Vice  President  of the Company.  From September 1995 to December 1995 he served
as Vice President of the Company and was also Vice President of IGC from 1994 to
April  1996.  From  April  1991  to  December  1993 he was President and General
Manager  of  ECOC.

Donald  J. Kevane has been a Director of EMC since its formation in 1994.  He is
-----------------
a  Certified  Public Accountant and Senior Partner in the Puerto Rico accounting
firm  of  Kevane  Peterson Soto & Pasarell LLP, which he founded in 1975.  He is
also  a  director  since 1990 of Venture Capital Fund, Inc., a Puerto Rico-based
venture  capital  firm  and  a  director  since 1992 of the Autoridad de Energia
Electrica  (the  Puerto  Rico  Electric  Power  Authority),  and,  since 1975, a
director of GM Group, Inc., a wholly owned subsidiary of Banco Popular de Puerto
Rico.


                                       55
<PAGE>
Alberto  M.  Paracchini  has been a Director of EMC since its formation in 1994.
-----------------------
He  has  been  a  director  of BanPonce Corporation, now Popular Inc., and Banco
Popular  de  Puerto  Rico since January 1991, and was Chairman of the Board from
January  1991  to April 1993.   He is Vice Chairman of the Board of Puerto Rican
Cement  Company,  Inc.  and  a  director of Venture Capital Fund, Inc., a Puerto
Rico-based  venture  capital  firm.

Barbara A. Wilson has been a Director of EMC since January 1996 and Secretary of
-----------------
EMC  since  August  1996.  She  served as Director of IGMC from December 1995 to
1996.   She  has  been a Director of IBC since 1987, Chairman of the Board since
March  1996,  Secretary  since  1990  and  Treasurer  since  1993.

Mary Pat Wilson has been a Director of EMC since March 2000. She is the Managing
---------------
Director  of Dresden Farm and is also on the Board of Trustees of Hill School in
Virginia  and  is  Director  of  the  Virginia Thoroughbred Association ("VTA").

Charles  A. Cuprill has been a Director of EMC since December 1999.  Mr. Cuprill
-------------------
has  been  practicing  civil  law  in  Puerto  Rico  since  1972.



SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  REQUIREMENTS

         Mr.  Charles A. Cuprill filed late on March 21, 2000 a Form 5 to report
annual  changes in his beneficial ownership of Units of the Company for December
1999.


ITEM  11.   EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE.  The  following  table  sets  forth  the aggregate
compensation  with  respect to the Chief Executive Officer and each of the other
two  most  highly  compensated  executive  officers  of the Company during 2000,
employed  by  its  wholly  owned  subsidiary  EEC  effective  January  1,  1998.

<TABLE>
<CAPTION>
                                                                LONG-TERM
                                                               COMPENSATION
                                                               ------------
                                                                  AWARDS
                                    ANNUAL COMPENSATION           ------
                             ---------------------------------  SECURITIES
                                                     OTHER      UNDERLYING   ALL OTHER
                                                     ANNUAL      OPTIONS/     COMPEN-
NAME AND PRINCIPAL            SALARY       BONUS  COMPENSATION    SAR'S       SATION
POSITION               YEAR    ($)          ($)       ($)        (#) (1)      ($) (2)
---------------------  ----  --------      -----  ------------  -----------  ---------
<S>                    <C>   <C>           <C>    <C>           <C>          <C>
Thomas B. Wilson       2000   258,727          -             -            -     9,752
  President and CEO    1999   249,800  (3)     -             -            -     9,527
                       1998   240,200  (3)     -             -            -         -

Hernan G. Welch (4)    2000   205,204          -             -            -         -
  Executive Vice       1999    89,530          -             -            -         -
  President - Finance     -         -          -             -            -         -
  and Administration

Gretchen Gronau (5)    2000    70,237          -             -            -     2,912
  VicePresident        1999   130,400          -             -            -     7,354
  and CFO              1998   125,200          -             -       10,000     7,264
</TABLE>


                                       56
<PAGE>
     (1)  Represents  Unit  Appreciation  Rights  assumed  by  the  Company,  as
          discussed  below.

     (2)  Reflects  contributions  to  Retirement  Plan  discussed  below.

     (3)  During  1998  a  subsidiary of IGC engaged in the development of solid
          waste  treatment  facilities  reimbursed  the  Company  approximately
          $46,800  for  actual  payroll  costs  attributed  to time spent by Mr.
          Wilson  on  waste  technology  matters.

     (4)  Mr. Welch was hired as an executive of the Company effective July 1999
          with  an  annual  base  salary  of  $200,000.  He  left the Company on
          February,  2001.

     (5)  Ms.  Gretchen  Gronau was an employee of the Company through April 30,
          2000.  Her  salary  includes payment of accrued unpaid vacations as of
          April  30,  2000.

          RETIREMENT  PLAN.  In 1998, the Company established its own retirement
plan for employees of its subsidiary EEC.  Employees are eligible to participate
in  the  retirement plan when they have completed a minimum employment period of
1,000  hours.  The Retirement Plan is a defined contribution plan which provides
for  contributions  by  the  Company  for  the accounts of eligible employees in
amounts  equal to 4% of base salaries and wages not in excess of the U.S. Social
Security  taxable  wage  base,  and  8%  of  salaries (limited to $160,000) that
exceeded  that  wage  base.   Eligible  employees  may  also  make  voluntary
contributions  to their accounts and self direct the investment of their account
balances  in  various investment funds offered under the plan.  Contributions to
the  Retirement  Plan  amounted  to  $33,824 in 2000.  Prior to October 5, 1998,
EEC's  employees  participated  in  IGC's  retirement  plan.

          DIRECTORS.   Directors  of EMC who are not employees of the Company or
any  of  its  subsidiaries  receive  directors' fees established by the Board of
Directors  of  EMC.  These  Directors  are  compensated  at a rate of $3,750 per
quarter,  $1,000  per meeting and out-of-pocket expenses for meetings.  In 2000,
the  directors' fees totaled $124,800 of which $43,500 was unpaid as of December
31,  2000.  Mr.  James  Wilson  does  not  receive director's fees; instead, the
Company  pays a fee to IGC who, in turn, pays Mr. Wilson's compensation.  During
1999  fees  to  IGC  for  Mr.  Wilson  services  amounted  to  $192,703.

          The  Company  entered  into  a  consulting  agreement  with  Juan  M.
Rivera-Gonzalez  effective  October 1, 1999 whereas Mr. Rivera-Gonzalez receives
annual compensation of $100,000 for his services, including his position as Vice
Chairman.  The  agreement  is  cancelable  by  either party upon 30 days written
notice.


          UNIT  APPRECIATION  RIGHTS.  As of December 31, 1999, there are 10,000
Unit  Appreciation  Rights  ("UAR")  outstanding corresponding to one executive,
fully  vested  and  exercisable, which will expire on October 18, 2004.  The UAR
entitle  the  holder to receive, upon exercise, an amount payable in cash, Units
of  the  Company,  securities in another company or some combination thereof, as
determined  by  EMC's  Board of Directors.  The amount received upon exercise is
based on the excess of the fair market value of the UAR over a fixed base price.
During  1999,  there  were no UAR exercised or granted and 10,000 were canceled.
As  of  December  31,  1999, the unexercised in-the-money UAR had no value.  The
Company  intends  to  adopt  a  Share  Incentive  Plan to provide for unit-based
incentive  compensation  for  officers,  Key  employees  and  Directors.


                                       57
<PAGE>
  ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  UNITHOLDERS  AND  MANAGEMENT

     The following table sets forth certain information regarding the Units that
are  beneficially  owned  as  of  March  22, 2000 (i) by each director of EMC or
executive  officer  of  EMC  or  the  Company,  (ii) by all directors of EMC and
executive  officers  of EMC or the Company, as a group, and (iii) by each person
who  is  known  by  EMC  or  the Company to beneficially own more than 5% of the
outstanding  Units  of  the  Company.  Except  where  noted, the address for the
beneficial  owner  is  Doral  Building, 7th Floor, 650 Munoz Rivera Avenue, Hato
Rey,  PR  00918.


<TABLE>
<CAPTION>

                                                      BENEFICIAL OWNERSHIP (1)
                                                      ------------------------
                                                        NUMBER OF
NAME OF BENEFICIAL OWNERSHIP                              UNITS      PERCENT
----------------------------                          -----------  -----------
<S>                                                   <C>          <C>
MANAGEMENT AND DIRECTORS
  Barbara A. Wilson (2)                                        50          0.00%
  Kevin Wilson (2)                                         86,397          0.60%
  Thomas B. Wilson (2)                                     86,397          0.60%
  Donald J. Kevane                                          1,000          0.01%
  Alberto Paracchini                                       25,000          0.17%
  Charles A. Cupril                                        10,000          0.07%
  Hernan G. Welch                                           5,000          0.03%


  All executive officers of EMC and the
  Company and directors of EMC,
  as a group (7 persons)                                  213,844          1.49%

OTHER UNITHOLDERS
  The Wilson Family Limited Partnership ("WFLP") (2)
  222  Smallwood Village Center
  St. Charles, Maryland  20602                          5,093,088         35.39%

  Wilson Security Corporation ("WCS") (3)
  222  Smallwood Village Center                         6,000,000         41.70%
  St. Charles, Maryland  20602
</TABLE>
--------------------------------------------------------------------------------

     (1)  The beneficial ownership of Units was determined on the basis of Units
          directly  and  indirectly owned by executive officers and directors of
          EMC  and  Units to be issued under options that are exercisable within
          the  next  60  days.

     (2)  WFLP is owned by the adult children of James J. and Barbara A. Wilson,
          including  Kevin  Wilson  and  Thomas Wilson. However, because neither
          Kevin Wilson nor Thomas Wilson is a general partner in WFLP, the Units
          of  the Company owned by WFLP are not considered beneficially owned by
          them.


                                       58
<PAGE>
     (3)  WSC  is  owned  by  the  Wilson  Family,  the  members of the Board of
          Directors  have  the power to control or vote all the shares, but each
          member  can  not  do it unilaterally, without the consent of the other
          members,  therefore none of the units owned by such corporation can be
          attributed  to  a  single  director.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The information responding to this item appears in Note 10 to the Company's
consolidated  financial  statements  included  in  Item  8  of  this  report.



ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON  FORM 8K

INDEX  TO  FINANCIAL  STATEMENTS.

     (i)  Financial  Statements  (included  in  Item  8)

          Equus  Gaming  Company  L.P.
            Report  of  Independent  Public  Accountants
            Consolidated  Statements  of  Operations  for  the  years
              ended  December  31,  1999,  1998  and  1997
            Consolidated  Statements  of Comprehensive Income (Loss) for the
              years ended  December  31,  1999,  1998  and  1997
            Consolidated  Balance  Sheets  as  of  December  31,  1999 and 1998
            Consolidated  Statements  of  Changes  in  Partners'  Deficit  for
              each  of  the  three  years in the period ended December 31, 1999
            Consolidated  Statements  of  Cash  Flows  for  the  years  ended
              December  31,  1999,  1998  and  1997
            Notes  to  Consolidated  Financial  Statements


<TABLE>
<CAPTION>
EXHIBITS.

EXHIBIT
NUMBER   EXHIBIT DESCRIPTION                                  REFERENCE
-------  ---------------------------------------  ----------------------------------
<S>      <C>                                      <C>
3.1      First Amended and Restated Limited       Exhibit 3.1 to Registration
         Partnership Agreement of Equus           Statement on Form S-11
         Gaming Company L.P. (the "Company")      No. 33-90982 of the Company
         ("Second Form S-11")

3.2      Certificate of Limited Partnership       Exhibit 3.1 to Registration
         of the Company                           Statement on Form S-11
                                                  No. 33-82750 of the Company
         ("Form S-11")

3.3      First Amendment to Certificate of        Exhibit 3.2 to Form S-11
         Limited Partnership of the Company

3.4      Second Amendment to Certificate of       Exhibit 3.3 to Form S-11
         Limited Partnership of the Company


                                       59
<PAGE>
3.5      Third Amendment to Certificate of        Exhibit 3.5 to Form S-11
         Limited Partnership of the Company

3.6      Fourth Amendment to Certificate of       Exhibit 3.6 to Annual
                                                  Report

         Limited Partnership of the Company       on Form 10-K of the Company
                                                  for the year ended December 31,
                                                                  1997 ("1997 10-K")

5.1      Form of Unit Certificate                 Exhibit 5.1 to Form S-11


10.2     Indenture dated December 15, 1993,       Exhibit 5.1 to Registration
         among El Comandante Capital Corp.        Statement on Form S-5
         ("ECCC"), as Issuer, Banco Popular       yNo. 33-75285 of HDA,
         de Puerto Rico as Trustee ("Banco        ECCC and El Comandante
         Popular") and HDA as Guarantor           Operating Company, Inc.
         (the "Indenture")                        ("ECOC") ("Form S-5")

10.3     First Supplemental Indenture dated       Exhibit 10.27 to Form S-11
         December 22, 1994 to the Indenture

10.4     Second Supplemental Indenture dated      Exhibit 10.28 to Form S-11
         December 22, 1994 to the Indenture

10.7     Amended and Restated Management          Exhibit 10.6 to Form S-4
         Agreement dated December 15, 1993,
         between Interstate General Properties
         Limited Partnership S.E. ("IGP")
         and HDA

10.11    Stock Pledge Agreement dated             Exhibit 10.12 to Form S-4
         December 15, 1993, between HDA and
         Banco Popular


10.12    Pledge Agreement (Mortgage Notes)        Exhibit 10.13 to Form S-4
         dated December 15, 1993 between HDA
         and Banco Popular

10.13    Chattel Mortgage dated December          Exhibit 10.15 to Form S-4
         15, 1993, between ECOC and HDA

10.15    Assignment Agreement (General            Exhibit 10.16 to Form S-4
         Intangibles) dated December 15, 1993,
         between HDA and Banco Popular

10.16    Pledge Agreement between ECCC and        Exhibit 10.17 to Form S-4
         Banco Popular


                                       60
<PAGE>
10.17    Mortgage Note of $52,000,000 of HDA      Exhibit 10.18 to Form S-4

10.18    Mortgage Note of $26,000,000 of HDA      Exhibit 10.19 to Form S-4

10.19    Deed of Modification and Extension       Exhibit 10.20 to Form S-4
         of First Mortgage to Secure
         Additional Mortgage Note, No. 43,
         dated December 15, 1993

10.20    HDA Note in the amount of                Exhibit 10.21 to Form S-4
         68,000,000 to ECCC dated December
         15, 1993

10.22    Consulting Agreement dated December      Exhibit 10.21 to Form S-11
         15, 1993 between ECOC and IGP


10.26    Lease Agreement dated September 28,      Exhibit 10.21 of the Annual
         1994 between the Dominican Republic      Report on Form 10-K of
         and Galapagos, S.A.("Galapagos")         HDA for the year ended
                                                  December 31, 1994 ("1994
                                                  HDA 10-K")

10.27    Founders' Agreement among                Exhibit 10.22 to 1994
         Galapagos, HDA and Minority              HDA 10-K
         Stockholders

10.28    Management Agreement dated September     Exhibit 10.23 to 1994
         28, 1994, between Galapagos and          HDA 10-K
         ECOC

10.34    Third Supplemental Indenture dated       Exhibit 10.34 to Annual
         February 27, 1996 to the Indenture       Report on Form 10-K of the
                                                  Company for the year ended
                                                  December 31, 1995 ("1995
                                                  10-K")

10.35    Fourth Supplemental Indenture dated      Exhibit 10.35 to 1995 10-K
         February 27, 1996 to the Indenture


10.44    Assignment and Assumption of             Exhibit 10.44 to 1995
         Consulting Agreement dated April         10-K/A
         22, 1996

10.49    Closing Agreement by and among S&E,      Exhibit 10.49 to 1996 10-K
         Paxson, Equus and HDA dated January
         21, 1997

10.50    Control Transfer Agreement by and        Exhibit 10.50 to 1996 10-K
         among IBC, IGC, IGP, HDA, EMC and
         the Company dated December 31, 1996


                                       61
<PAGE>
10.51    Amendment to Control Transfer            Exhibit 10.51 to 1996 10-K
         Agreement by and among IBC, IGC,
         IGP, HDA, EMC and the Company
         dated March 25, 1997

10.52    Broadcast Agreement among S&E,           Exhibit 10.52 to 1996 10-K
         HDA and Paxson dated January
         21, 1997

10.57    Fifth Supplemental Indenture dated       Exhibit 10.2 on Quarterly
         November 14, 1997 to the Indenture       Report on Form 10-Q of the
                                                  Company for the Quarter
                                                  ended September 30, 1997

10.58    Asset Purchase and Sale Agreement        Exhibit 10.58 to 1997
         by and between El Comandante             10-K
         Management Company LLC ("ECMC") and
         ECOC dated December 19, 1997

10.59    Second Amendment to Control              Exhibit 10.59 to 1997
         Transfer Agreement by and among          10-K
         IBC, IGC, IGP, HDA, EMC and the
         Company dated December 19, 1997

10.60    Guaranty Agreement by and between        Exhibit 10.60 to 1997
         EMC and IGC dated December 30, 1997      10-K

10.61    Agreement to Retire Partnership          Exhibit 10.61 to 1997
         Interest of Interstate General           10-K
         Company, L.P. in Equus Gaming
         Company, L.P. by and among the
         Company, IGC, EMC, EMTC and HDA
         dated December 30, 1997

10.62    Ninth Amended and Restated               Exhibit 10.62 to 1997
         Partnership Agreement of HDA             10-K
         dated December 31, 1997

10.68    First Amendment to Ninth Amended         Exhibit 10.68 to Annual Report on
         and Restated Partnership Agreement       Form 10-K of the Company for the
         of HDA dated October 2, 1998             year ended December 31, 1998
                                                  ("1998 10-K")
10.69    Stock Purchase Agreement dated
         as of March 1, 1999                      Exhibit 10.69 to 1998 10-K


21       Subsidiaries of the Company              Filed herewith
</TABLE>


                                       62
<PAGE>
REPORTS  ON  FORM  8-K.   None


                                       63
<PAGE>
                                   SIGNATURES

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

                              Equus  Gaming  Company  L.P.
                              ----------------------------
        (Registrant)

                             By:  Equus  Management  Company
                                  Managing  General  Partner

April  24,  2001                        /s/  Thomas  B.  Wilson
----------------                        -----------------------
                                        Thomas  B.  Wilson
                                        Co-Chairman,  President,
                                        Chief Executive Officer and Director and
                                        Acting  Chief  Financial  Officer


April  24,  2001                        /s/  James  J.  Wilson
----------------                        ----------------------
                                        Co-Chairman

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.

<TABLE>
<CAPTION>
DATE                                 TITLE                     SIGNATURE
-------------------------  --------------------------  -------------------------
<S>                        <C>                         <C>

April 24, 2001             Co-Chairman                 /s/ James J. Wilson
-------------------------                              -------------------------
                                                           James J. Wilson

April 24,  2001            Co-Chairman, President,     /s/ Thomas B. Wilson
-------------------------  Chief Executive Officer     -------------------------
                           and Director                    Thomas B. Wilson


April 24, 2001             Vice Chairman and Director  /s/ Juan M. Rivera
-------------------------                              -------------------------
                                                           Juan M. Rivera

April 24, 2001             Director                    /s/ Donald J. Kevane
-------------------------                              -------------------------
                                                           Donald J. Kevane

April 24,  2001            Director                    /s/ Alberto M. Paracchini
-------------------------                              -------------------------
                                                           Alberto M. Paracchini


April 24,  2001            Director                    /s/ Charles A. Cupril
-------------------------                              -------------------------
                                                           Charles A. Cupril
</TABLE>


                                       64
<PAGE>