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, 1999         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
beneficial assignment certificates ("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  21,  2000,  the aggregate market value of 3,081,992 Units held by
non-affiliates  of  the  registrant  based  on the closing price reported on the
NASDAQ/SCMS  was  $3,266,912.

Documents  Incorporated  By  Reference:  Not  Applicable


<PAGE>
                              EQUUS GAMING COMPANY L.P.

                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

Item 1.   Business                                                            1
Item 2.   Properties                                                          5
Item 3.   Legal  Proceedings                                                  6
Item 4.   Submission  of  Matters  to a Vote of Security Holders              6


                                     PART II

Item 5.   Market for Registrant's Class A Units and Related Unitholder
          Matters                                                            7
Item 6.   Selected  Financial  and  Operating  Data                          7
Item 7.   Management's  Discussion  and  Analysis  of
          Financial  Condition  and  Results  of  Operations                 10
Item 8.   Financial  Statements  and  Supplementary  Data                    21
Item 9.   Changes  in  and  Disagreements  with  Accountants
          on  Accounting  and  Financial  Disclosure                         48


                                    PART III

Item 10.  Directors and Executive Officers of the Company and EMC            48
Item 11.  Executive  Compensation      50
Item 12.  Security Ownership of Certain Unitholders and Management           53
Item 13.  Certain  Relationships  and  Related  Transactions                 54


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K    54


<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 extensive 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").   HDA has recently organized two
wholly-  owned subsidiaries:  Satellite Services 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 extensive 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  will be operating in all major
cities  in  Colombia,  including  Bogota  and  Medellin.

     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.

     At  the  present  time,  the  Company  is  contemplating  expanding  and
implementing  a  high-  technology satellite communication (video and data -VSAT
system)  throughout  its OTB agencies in all of its operations. It has developed
strategic  plans  to  extend  the  development  of  its OTB agency- distribution
wagering  system  to  other  countries  in  South America through its affiliated
companies  SSI  and  ABN.


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  race track and at independently-owned OTB agencies that are
linked  via  on-line  computers  to  El  Comandante.  During  1999,  there  were
approximately  650  OTB  agencies  in  operation.  Management expects to open an
additional  100  OTB  agencies  in  the  year  2000.


                                        1
<PAGE>
     Since  commencing the on-line wagering system, all of El Comandante's races
have  been  broadcasted  via commercial television in Puerto Rico.  The telecast
permits  OTB  patrons to monitor odds and handicapping information while placing
bets until post time and then to view the live racing.  Live races are currently
broadcasted  through  an  agreement with S&E Network, Inc. ("S&E"). For 2000 the
Company  is  planning  to implement a high technology communication system (data
and  video-VSAT)  with  a  satellite  link (HUB) in Puerto Rico with capacity to
simulcast  live  races  to  other operations and to prospective countries in the
Caribbean  and  South  America.

     ECMC  had a contract with the Puerto Rico horseowners association requiring
that  horseowners  field  sufficient  horses  to conduct racing operations at El
Comandante  in  accordance  with  the racing program approved by the Puerto Rico
Racing  Board.  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, expired in April 1998.   The
Puerto Rico Racing Board has ordered the extension of the contract as an interim
measure  until  the  Company  and the horseowners negotiate a new agreement. The
Company  is  currently  negotiating  a  new  contract  with  the  horseowners.

     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 race track 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.

     EMPLOYEES.  ECMC  had  approximately 275 employees as of December 31, 1999.
There  were  48  employees working in the mutuel, admissions, and closed circuit
television departments covered by a collective bargaining agreement between ECOC
and  El Comandante Racetrack Employees Union, which expired August 23, 1998, 101
employees  performing  building  and  premises maintenance services covered by a
collective  bargaining  agreement  between  ECOC  and the General Workers Union,
which  expired  May  31, 1999. There were 42 employees performing security guard
services  covered  by  a  collective  bargaining  agreement between ECOC and the
Security Guards Union, which expired January 23, 1999.   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 renewable options, commencing in January
2000.   ECMC  is  currently  evaluating  its personnel needs and requirements in
each  operational  and  administrative  area  in order to improve efficiency and
productivity  once  it  implements  a new computerized accounting and management
information  system.


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

                                        2
<PAGE>
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.

     At  December  31,  1999  there  were  approximately  328  installed and 262
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.

     Currently,  live  racing  is  conducted three days per week with a six-race
card.  Full card  wagering on simultcast races from El Comandante in Puerto Rico
is  offered  four days a week. During the year 2000 Galapagos will be increasing
the number of live racing  and simulcast races. The Company is also implementing
a  new  racing program to simulcast more live races from Panama, Puerto Rico and
other foreign countries into Galapagos.  A new contract is being negotiated with
the  government  providing  for  economic  and  investment incentives to further
develop  and  improve  the  racing  program and betting options, encourage horse
ownership  and  import of thoroughbreds, and  improve the OTB agencies video and
data communications. As part of the new contract, Galapagos will also receive an
extension of its license for a period of ten years  to operate the racetrack and
the  distribution  system.

     LOTTERY.  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 operator.
Galapagos'  commissions  (net  of fees paid to Autotote) 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  is  also  permitted  to identify the lottery agencies to take
Pick  6  pool  wagers  on  Galapagos'  live  and  simulcast  races.

     COMPETITION.  Galapagos  faces  competition from other forms of gambling in
the  Dominican  Republic.  The  Dominican  Republic Government operates a ticket
lottery  and  instant  lottery throughout the country, and an electronic lottery
commenced  operations in November 1997.  There are approximately 600 independent
sports  betting  agencies  and  wagering  on  baseball  is particularly popular.
Approximately  200  of  the  sports  betting  agencies  were  being  utilized by
Galapagos  as  OTB  agencies at December 31, 1999.  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  262  employees at December 31, 1999.  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 race track 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 and
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, after major improvements
to  the  racing  strip  and  facilities  were  made.


                                        3
<PAGE>
     At December 31, 1999, there were 125 OTB agencies installed in Panama City.

     At  the  present  time,  live racing at Presidente Remon is transmitted via
microwave and 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 the country, including in
remote  parts  of  the  country where video and communication coverage have 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 card and
dice  games  and  slot  machines.  Also,  there  are  15  slot  machines parlors
currently  operating.    In  addition,  the  Panama  Government  has  operated a
lottery  for  more  than  50  years.

     EMPLOYEES.  At  December  31,  1999,  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  the  management  of these operations, Los Comuneros hosted one live meet per
week  with  an  average  handle  of approximately $100,000,  and employed an OTB
system  limited both in terms of number of sites and technology. During 1999 Los
Comuneros  operated  approximately  100 OTB agencies. The wagering revenues from
those  agencies  was minimal due to limitations in the number of live racing and
the  lack  of  simulcast  races  from  other  countries  such  as  Panama.

     In  December 1999 the Racing Board approved a decree allowing for more live
races  and  the  simulcast  of  live races from other countries.  Therefore, the
first year of operations was consumed in obtaining the required permits to allow
the Company to implement its plan to develop a new racing program with extensive
simulcast  of live races from other countries, and thus fulfill its objective of
increasing  the  OTB agency system to more than 600 by the end of the year 2000.

     During  the fourth quarter of 1999, the Company created ABN, a wholly owned
Puerto  Rican  subsidiary of HDA, to develop, establish and operate an extensive
OTB  agency distribution system throughout Colombia. The OTB agency network will
be  equipped with improved video and data communication system and will have the
capacity  to  penetrate  all  of  the  major  cities  in Colombia at a low cost.

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

     EMPLOYEES.   At  December  31,  1999  Equus-Comuneros  had  90  employees.


E.  VIRGINIA  RACING  LICENSE

     During  the year 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 and did not award the
Virginia  License  to  any  of  the applicants.  The Company wrote-off all costs
associated  with  procuring  this  license.


                                        4
<PAGE>
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.  The
grandstand  and  clubhouse were rebuilt on a reduced scale to reflect the growth
in  OTB  and  the  corresponding  decrease  in  attendance  at  the  racetrack.

     ECMC  also  owns certain race track and telecommunication equipment used in
the  operation of El Comandante and the off-track betting system.  See Note 5 to
the Company's consolidated financial statements for a description of encumbrance
on  El  Comandante  properties.


     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:

     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  capacity  of  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,  which  can  accommodate  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.


                                        5
<PAGE>
     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  which  can  accommodate  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 on a
parcel  of  land  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,  which  can  accommodate  500  vehicles.


ITEM  3-  LEGAL  PROCEEDINGS

     The  Company  and  certain  of  its  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.


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

Not  applicable.


                                        6
<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.

<TABLE>
<CAPTION>
                   CASH            PRICE
               DISTRIBUTIONS   RANGE OF UNITS
              ---------------  ---------------
              TOTAL  PER UNIT   HIGH    LOW
              -----  --------  ------  ------
<S>           <C>    <C>       <C>     <C>
1999 QUARTER
  Fourth          -         -  $2.000  $0.969
  Third           -         -   2.000   1.250
  Second          -         -   2.250   1.063
  First           -         -   1.625   0.813

1998 QUARTER
  Fourth          -         -   1.688   0.625
  Third           -         -   1.875   1.125
  Second          -         -   2.000   1.000
  First           -         -   1.875   1.000
</TABLE>

     On March 21, 2000, the closing sale price of Units was $1.06 as reported on
Nasdaq.  As  of  March  21,  2000,  there  were  8,309,824 Units outstanding and
approximately  230  Unitholders  of  record.  From  total  units  outstanding,
3,181,452  have  not  been registered under the Securities Exchange Act of 1934,
and  therefore,  cannot  be  freely  traded.

     The  Company  intends to distribute to its Unitholders cash consistent with
the  Company's  plans  for  expansion  of  its business.  However, the Company's
principal  source  of  cash  has  been  distributions  related  to its ownership
interest in HDA.  The trust indenture related to the First Mortgage Notes limits
distributions  by  HDA  to its partners, including the Company, to approximately
48%  of HDA's consolidated net income.  It allows additional cash distributions,
if  certain  debt  coverage  ratio  is  met.


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  period  ended  December  31,  1999.  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).


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED DECEMBER 31,
                                          ----------------------------------------------------------
                                                             HISTORICAL (1)
                                          -----------------------------------------------  PROFORMA
                                            1999      1998      1997     1996      1995    1997 (2)
                                          --------  --------  --------  -------  --------  ---------
EARNINGS STATEMENT DATA:
----------------------------------------
<S>                                       <C>       <C>       <C>       <C>      <C>       <C>
Revenues:
  Commissions on wagering                 $66,744   $52,529   $ 4,619   $ 4,513  $ 2,719   $ 59,512
  Net revenues from lottery services          546       656        88         -        -         88
  Income from insurance settlement              -    12,856         -         -        -          -
  Rental income (3)                             -         -    13,720    14,321   11,429
  Gain from sale of Television Stations         -         -     4,669       581        -      4,669
  Other Revenues                            4,035     2,931     1,487     3,029    1,938      3,949
                                          --------  --------  --------  -------  --------  ---------
                                           71,325    68,972    24,583    22,444   16,086     68,218
Payments to horseowners                    32,697    25,996     2,309     2,257    1,362     29,669
Other expenses                             29,954    27,617     6,460     7,390    6,578     23,558
                                          --------  --------  --------  -------  --------  ---------
                                            8,674    15,359    15,814    12,797    8,146     14,991
Financial expenses                          8,480     9,109     8,735     9,048    7,398      9,013
Depreciation and amortization               3,594     3,756     2,368     2,649    1,829      3,303
Impairment loss on El Comandante
  intangible                                    -     3,136         -         -        -          -
                                          --------  --------  --------  -------  --------  ---------
                                           (3,400)     (642)    4,711     1,100   (1,081)     2,675
Provision for income taxes                    742     1,110     1,028       400      231        505
Minority interest in (earnings) loss (4)    1,030       228      (878)      127      721       (878)
Extraordinary income (loss) (5)                22       167      (326)        -        -      1,558
Cumulative effect                               -      (403)        -         -        -          -
                                          --------  --------  --------  -------  --------  ---------
Net earnings (loss)                       $(3,090)  $(1,760)  $ 2,479   $   827  $  (591)  $  2,850
                                          ========  ========  ========  =======  ========  =========
Net earnings (loss) per unit (6)          $ (0.39)  $ (0.28)  $  0.39   $  0.13  $ (0.08)  $   0.45
</TABLE>


<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                              -----------------------------------------------------
                                1999       1998       1997       1996       1995
                              ---------  ---------  ---------  ---------  ---------
BALANCE SHEET DATA:
----------------------------
<S>                           <C>        <C>        <C>        <C>        <C>
Cash and cash equivalents     $  2,308   $  6,637   $    508   $  4,268   $    814
Race tracks property and
  equipment (7)                 59,857     47,470     45,056     45,956     47,891
Deferred costs                   4,992      5,375      6,316      4,426      4,859
Receivables from ECOC (3)            -          -      3,106      2,780      1,816
Investment in S&E (8)                -          -          -      2,223      4,862
Total assets                    70,943     64,039     56,187     60,586     60,823
First Mortgage Notes and
  accrued interest              53,834     56,512     63,681     66,737     66,573
Notes, bonds payable and
  capital lease obligations     13,461      9,091      1,876      1,073      2,457
Total liabilities               85,728     78,105     68,280     71,775     72,611
Partners' deficit              (14,785)   (14,066)   (12,093)   (11,189)   (11,788)

                                        8
<PAGE>

<FN>
(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.  This  proforma
information  is  unaudited  (see Note 14 to the Company's consolidated financial
statements  included  in  Item  8).

(3)     Relates to rent paid by ECOC to HDA until December 31, 1997 (see Note 2,
above).

(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  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 earnings (loss) allocable to the units is based on approximately 99%
interest.  The  per Unit amount is calculated based on weighted average of Units
outstanding since of 7,796,191 in 1999, 6,342,606 in 1998, 6,333,617 in 1997 and
1996  and  6,223,381  in  1995.

(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, 1999,
1998,  1997, 1996 and 1995 was approximately $4,234,000, $3,970,180, $5,097,000,
$5,274,000  and  $5,481,000,  respectively.

(8)     In  1995  this  amount consisted of licenses, property and equipment and
other  assets of the Television Stations owned by a S & E Network, Inc, a former
subsidiary  of  the  Company.
</TABLE>


                                        9
<PAGE>
ITEM  7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS  OF  OPERATIONS


     The  Company's  results  of  operations  are  principally attributed 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").

     The Company also 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  1999  with the results for 1998 and (ii)  the Company's results of
operations  for  1998  with  results  for 1997, on a proforma basis.   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  (see  Note  14  to the Company's consolidated financial statements
included  in  Item  8).

THE  COMPANY'S  RESULTS  OF  OPERATIONS


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  the  total  revenues  of
$68,973,000 in 1998, the Company received $12,857,000 (18.6%) from the insurance
settlement  in  connection  with  damage  caused  by  Hurricane  Georges  to  El
Comandante  and  V  Centenario.  Therefore,  almost all of the revenues for 1999
were  derived  from  operations.

     COMMISSIONS  ON  WAGERING

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

     PUERTO  RICO.  Commissions  on  wagering  at  El  Comandante  increased
$10,996,000  (26.8%)  from  $41,081,000  in  1998  to $52,077,000 in 1999.   The
increase  in commissions was principally attributed to a full year of continuous
operations  in  1999  when  compared  to 1998 where there was an interruption of
racing  operations  at  El Comandante from September 20 until November 14, 1998,
when  39  racing  dates  were  cancelled,  as  a  result of damage caused to the


                                       10
<PAGE>
racetrack  and  Puerto  Rico's electrical and telecommunications infrastructure.
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 in 1998 to $9,388,000 in 1999.  The increase
in  commissions  was directly related to more OTB agencies on line and more live
and simulcast race days during 1999.   Live racing at Presidente Remon commenced
on  February  14,  1998 with two race days per week, increasing to three days in
April 1998. During 1999 the number of live races increased to an average of five
days  per  week  and  simulcast  of live races from other countries  to at least
three  days  per  week.

     DOMINICAN  REPUBLIC.  Commissions  on  wagering  at V Centenario had only a
modest increase during 1999 attributable in part to the competition posed by the
government-licensed  electronic  lottery  and  to  technical  difficulties  in
arranging  for  live  broadcasting  of races by commercial television with broad
island-wide  penetration.   This  will  be  corrected  during  2000.

     NET  REVENUES  FROM  LOTTERY  SERVICES

     During  1999  net  revenues from lottery services by Galapagos in Dominican
Republic  decreased  by  $110,000 as compared to 1998.  The decrease in revenues
was  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.  Also,  due  to  certain disagreements involving cash
payments  due  to  Galapagos from the lottery operator, the OTB agencies stopped
selling  lottery  tickets  in  September  of  1999.  This decision resulted in a
reduction  of  lottery  sales  and  in  commissions  earned  by Galapagos. These
disagreements have been resolved as of January of 2000 and the OTB agencies will
resume  selling  lottery  tickets  during  the  first  quarter of the year 2000.

     INCOME  FROM  INSURANCE  SETTLEMENT

     Due  to  damage  inflicted  by  Hurricane  Georges  to  El Comandante and V
Centenario,  the  Company  received  in  1998  compensation  from  the insurance
carriers  totaling  $10,832,000  for  business  interruption,  which  amount was
recognized  as  income.  The  company  also  received  compensation  totaling
$11,596,000 for damage to the race track facilities and, therefore, recognized a
gain  from involuntary conversion of $2,024,000 after writing-off the book value
of  property  damaged.

     OTHER  REVENUES

     During  1999  other  revenues  increased by $1,104,000 as compared to 1998.
Excluding  revenues  of $201,000 earned by Equus-Comuneros in 1999, there was an
increase  of $903,000 attributed, in part, to certain fees that are earned based
on  the  level  of wagering at El Comandante.  Due to an increase in wagering in
1999  as  compared  to  1998,  there  was  also  an  increase  in  these  fees.


EXPENSES

     Total  expenses  increased  in  1999  by $5,109,000 (7.3%) when compared to
1998.  The increase was 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.


                                       11
<PAGE>
     PAYMENTS  TO  HORSEOWNERS

     Payments  of  purses  to  horseowners  increased  $6,700,000  in  1999 when
compared to 1998. More than 87% of this increase, or $5,854,000, was principally
related  to  net  increases  in  gross  wagering  on  races.

     El  Comandante  contract  with horseowners expired in April 1998.  However,
the  Puerto  Rico  Racing  Board has extended the contract as an interim measure
until  the  Company  and  the horseowners reach a new agreement.  The Company is
currently  negotiating  with  the  horseowners.

     FINANCIAL  EXPENSES

     Financial  expenses  decreased  in  1999 by $629,000 when compared to 1998.
Excluding  financial  expenses  of  Equus-Comuneros,  there  was  a  decrease of
$891,000.  The  decrease  is  primarily attributable to a reduction in financing
costs  of the First Mortgage Notes, due to the purchase in December 1998 by ECMC
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 the $4 million in unsecured
bonds  issued  by  Equus-Panama  in  October  1998.

     DEPRECIATION  AND  AMORTIZATION

     Depreciation  in  1999  decreased  by  $162,000  when  compared  to  1998.
Excluding depreciation and amortization of Equus-Comuneros, there was a decrease
of  $354,000.  The  decrease  was  principally  attributed  to  a  reduction  in
depreciation  of  assets of El Comandante due to the write-off of the book value
of  property  damaged  by  Hurricane  Georges  in  late  1998.  Property  at the
racetracks  has  been  replaced and depreciation on these improvements commenced
during  the  fourth  quarter  of  1999.

     IMPAIRMENT  LOSS  ON  EL  COMANDANTE  INTANGIBLE

     On  January  1,  1998,  upon  termination  of  the  lease  agreement for El
Comandante,  ECMC  assumed  net  liabilities  of  ECOC  amounting to $3,658,332.
Management  made  an  internal  valuation of the tangible assets, in determining
that  book  value approximated its fair value and allocated the entire amount to
an  intangible asset, to be amortized during the remaining period of the license
through  December  2004.   However,  following  the  provisions of SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed of," which was effective for 1998,  the Company assessed impairment
of  its  non-  current  assets,  which  included El Comandante intangible asset,
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.  As  result  of  this  assessment,  the  Company  recognized an
impairment  loss of El Comandante intangible equivalent to its net book value of
$3,135,713  as  of  December  31,  1998.

     OTHER  EXPENSES

     Other  expenses  increased  by  $2,336,000  to  $29,953,000  in  1999  from
$27,617,000  in  1998.  Excluding expenses of Equus-Comuneros, there was a minor
increase  in  other  expenses  of  $159,000.  The  net  increase during 1999 was
attributable  to  a  combination  of  factors:

     (i)  Decrease  in  salaries  and  payroll  costs  of El  Comandante  due to
          reduction  of  personnel  in  various  departments  because of partial
          closing  of  several  administrative  and  operational  areas  at  the
          racetrack.  The Company expects to continue  further labor  reductions
          (such  as  outsourcing  security  services  and  other  administrative
          functions)  in order to reduce  administrative  and payroll  costs and
          overtime labor.


                                       12
<PAGE>
     (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 after heavy damage caused by Hurricane  Georges.
          The policy for 2000 was recently  negotiated with new carriers for all
          racetrack operations at very competitive prices.

     (iv) Increase in legal fees due to current negotiations by El Comandante of
          the contract with  horseowners,  which  expired in April,  1998. It is
          expected  that  these  costs  will  continue  during  2000 until a new
          contract is signed.

     (v)  Write-off  of  approximately   $370,000  in  costs  associated  to  an
          application  by the  Company  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 and did not award
          the Virginia License to any of the applicants.


PROVISION  FOR  INCOME  TAXES

     The  provision  for income tax is primarily related to deferred Puerto Rico
income  taxes  on  the Company's income and losses related to its interest in El
Comandante,  without  taking  into  account  results of operations of Galapagos,
Equus-Panama  or  Equus-Comuneros.  Due  to  accumulated  losses,  none of these
foreign  subsidiaries  requires  a  provision  for  income  taxes.


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 had exceeded
their  investment,  during 1999 and 1998, the Company did not recognize minority
interest  in losses of Galapagos of $312,217 and $465,879, respectively.  During
2000:  (i)  if  and  while  Galapagos  continues  generating losses, no minority
interest in Galapagos' net losses will be recognized by the Company, and (ii) if
Galapagos  generates profits, no minority interest in Galapagos' net income will
be  recognized  by  the  Company  up  to  $1,087,067.


EXTRAORDINARY  ITEM

     The  extraordinary  items  in  1999  and  1998  are  related  to  the early
redemption  and  the  purchase in the open market of First Mortgage Notes.    In
June  of  1999,  the  Company  recognized  as  income  a $22,680 discount on the
purchase  in  the  open market of $189,000 of First Mortgage Notes.  In 1998 the
Company recognized as income a  $1 million discount on the $7.5 million in First
Mortgage  Notes  purchased  in  the  open  market  in  December 1998, net of the
$300,000  premium  that was paid in connection with the redemption of $3 million
made  on  January  5,  1999, at 110% of par (premium was accrued at December 31,
1998).  The  income in 1998 was recorded net of the corresponding write-off of a
portion  of  the  note  discount  and  deferred  financing  costs.


                                       13
<PAGE>
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  for  $550,000.


1998  COMPARED  TO  1997
------------------------

REVENUES

     Revenues  increased in 1998 by $44,389,000 compared to 1997.  On a proforma
basis,  revenues  increased  $754,000  (1.1%)  from  $68,218,000  in  1997  to
$68,972,000  in  1998.  The increase in proforma revenues was principally due to
the insurance proceeds received by the Company for damage inflicted by Hurricane
Georges  to  El  Comandante and V Centenario, net of decreases in commissions on
wagering  and  other  categories  of  revenues.

     COMMISSIONS  ON  WAGERING

     Commissions  on  wagering,  on  a proforma basis, decreased $6,983,000 from
$59,512,000 in 1997 to $52,529,000 in 1998.  The decrease was mainly caused by a
decline  in wagering at El Comandante and V Centenario, offset by commissions on
wagering  of  $7,808,000  at Presidente Remon, where operations commenced during
1998.

     PUERTO  RICO.  Commissions  on  wagering  at  El  Comandante  decreased
$13,812,000  (25%) from $54,893,000 in 1997 to $41,081,000 in 1998.  The decline
in  wagering  was attributable to various factors, principally a strike by union
workers  of  the  Puerto  Rico Telephone Company ("PRTC") and Hurricane Georges,
which  passed  through  the  Caribbean  on  September  21-23,  1998.

     PRTC  Strike.  Union workers opposing the privatization of the PRTC went on
strike  in early June.  The strike, which included significant vandalism of PRTC
installations,  disrupted  the  operations of the telephone company and led to a
decline  in wagering.   During the strike, an average of 200 agencies per racing
day  were  affected  and  unable to take bets due to the disruption of telephone
service.  The  strike  ended  July  28 but full restoration of telephone service
within  the  OTB system did not occur until the middle of August.  Management is
evaluating various communications alternatives in order to reduce the dependence
on  the  PRTC  system.

     Hurricane Georges.  Hurricane Georges caused significant damage island wide
in  Puerto  Rico forcing suspension of racing operations beginning September 20.
Due  to  the  extensive damage to the racetrack and Puerto Rico's electrical and
telecommunications infrastructure, live racing did not resume until November 14,
1998.  Therefore,  39  race  days  were  lost,  as  compared  with  1997.

     DOMINICAN  REPUBLIC.   Commissions  on  wagering  at V Centenario decreased
$979,000  (21%)  from  $4,619,000 in 1997 to $3,640,000 in 1998.  The decline in
wagering  was  attributable  in  part to the continuing competition posed by the
government-licensed  electronic  lottery  and  Hurricane  Georges.

     The  electronic  lottery,  which  held  the first of its weekly drawings in
November  1997, has steadily increased its share of the gaming market.  Wagering
on  the  lottery  shows  strong  cyclical patterns directly linked to the amount
accumulated in its jackpot.  The lottery has carried jackpot prizes of over US$2
million  at  least  three  times during 1998, which has affected racing wagering


                                       14
<PAGE>
especially  on  Saturdays,  the day the lotto draw is made, and the best selling
day  of  the  week  for  racing.  The  lottery's  jackpot competes directly with
racing's  Pick-6  wager,  which  represents roughly 40% of the handle on racing.

     Hurricane  Georges  also  caused  damage  to  V  Centenario  and  Dominican
Republic's  electrical  and telecommunications infrastructure forcing suspension
of  both  live  and  simulcast  racing  operations  for  over  a month.  Lack of
television  coverage  in  certain  cities  has  limited  the  development of new
agencies  and  an  increase  in  new  racing  fans.

     PANAMA.  On  January  1, 1998 Equus-Panama took over a 20-year agreement to
operate Presidente Remon.  The track was closed for renovations and improvements
until February 14, 1998 when live racing was reinstated on Saturdays and Sundays
to  allow  for  continuing  renovations  during  the  week.   During this period
Equus-Panama earned commissions on simulcasted races from the United States.  In
mid-April  racing  was  added  on  Thursdays nights, increasing live races to an
average  of  24  races per week.  In addition to live racing, simulcasting of El
Comandante  races  began  in May 1998, until September 20, 1998 when races at El
Comandante  were suspended due to Hurricane Georges.  Due to the cancellation of
El Comandante races in the wake of Hurricane Georges, simulcast wagering on U.S.
races  was  resumed  on  September  24.

     NET  REVENUES  FROM  LOTTERY  SERVICES

     Net  revenues  from  lottery  services by Galapagos increased $568,000 from
$88,000  in  1997  to  $656,000  in  1998.  The  electronic lottery of Dominican
Republic  commenced in November 1997 and therefore, the increase in revenues was
attributed  to  additional  draws  in  1998  as  compared  with  1997.

     INSURANCE  SETTLEMENT

     Due  to  damage  inflicted  by  Hurricane  Georges  to  El Comandante and V
Centenario,  the  Company  received  in  1998  compensation  from  the insurance
carriers  totaling  $10,832,000,  for business interruption and $11,596,000, for
damage  to  the  racetracks'  facilities.  The  Company  recognized  a gain from
involuntary  conversion  of $2,024,000 related to the net effect of the property
damage  insurance  proceeds  less  the  write-off  of the book value of property
damaged.

     GAIN  FROM  SALE  OF  TELEVISION  STATIONS

     In  January  1997  the Company sold its remaining 50% interest in three UHF
television  stations  in  Puerto Rico, resulting in a gain of $4,669,000.  There
was  no  similar  gain  in  1998.


EXPENSES

     Expenses  increased in 1998 by $49,742,000 compared to 1997.  On a proforma
basis,  expenses  increased  $4,071,000  (6.2%)  from  $65,543,000  in  1997  to
$69,614,000  in  1998.  The  increase  was  attributed,  in part, to expenses of
Equus-Panama  where  operations  commenced  in  1998.


     PAYMENT  TO  HORSEOWNERS

     Payments  to  horseowners  increased by $23,687,000 in 1998.  On a proforma
basis,  these  payments decreased $3,673,000 (12.4%) from $29,669,000 in 1997 to
$25,996,000  in  1998.  The  decrease  was  due  to  a  reduction in payments to
horseowners  of El Comandante and V Centenario, directly related to a decline in
wagering,  net  of $3.6 million in payments made to horseowners of Panama, which
was  the  minimum  amount  required  under  the  contract  for  1998.


                                       15
<PAGE>
     FINANCIAL  EXPENSES

     Financial  expenses  increased  in 1998, by $374,000.  On a proforma basis,
these  expenses increased $96,000 from $9,013,000 in 1997 to $9,109,000 in 1998.
The  increase  in  financial  expenses  is  primarily attributable to the Panama
operation,  which  required  financing  to fund major improvements to Presidente
Remon  and  the acquisition of equipment.  This financing included $4 million in
unsecured  bonds,  bearing  annual interest at 11%.   The increase was offset in
part  by  a  reduction in financing cost on the First Mortgage Notes, due to the
redemption  in  late  1997  of  $2.5  million  in  principal  amount.

     DEPRECIATION  AND  AMORTIZATION

     Depreciation  and  amortization  increased  in  1998  by  $1,388,000.  On a
proforma basis, depreciation and amortization increased $453,000 from $3,303,000
in  1997  to  $3,756,000  in  1998.  The  increase was principally attributed to
depreciation  at  Presidente  Remon and amortization of El Comandante intangible
(as  discussed  below),  net  of  a  reduction  in  depreciation of assets of El
Comandante  and  V Centenario due to the write-off of the book value of property
damaged  by  Hurricane  Georges.

     IMPAIRMENT  LOSS  ON  EL  COMANDANTE  INTANGIBLE

     On  January  1,  1998,  upon  termination  of  the  lease  agreement for El
Comandante,  ECMC  assumed  net  liabilities  of  ECOC  amounting to $3,658,332.
Management  made  an internal valuation of the tangible assets, which book value
approximated  its  fair  value  and allocated the entire amount to an intangible
asset,  to be amortized during the remaining period of the license thru December
2004.   However,  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 includes  El
Comandante  intangible,  based  on  whether  it  is probable that the aggregated
undiscounted  future cash flows from ECMC, as an individual entity, will be less
than net book value of ECMC's non current assets.  As result of this assessment,
the Company recognized an impairment loss of El Comandante intangible equivalent
to  its  net  book  value  as  of  December  31,  1998  of  $3,135,713.

     OTHER  EXPENSES

     Other  expenses  increased  by  $21,157,000  in 1998.  On a proforma basis,
other  expenses  increased  $4,059,000  (17%)  from  $23,558,000  in  1997  to
$27,617,000  in  1998.  The  net  increase  was  principally  attributed  to  a
combination  of  factors  such  as:

     (i)       Expenses  of  the  Panama  operation,  which  commenced  in 1998.
     (ii)      Payroll  costs  of employees of EEC, the wholly owned subsidiary
               of  the Company, which effective January 1, 1998, assumed
               responsibility for the management  of  all  race  tracks
     (iii)     Decrease  in Autotote wagering services, which cost  is based on
               wagering  levels,  caused  by  Hurricane  Georges.


PROVISION  FOR  INCOME  TAXES

     The  provision  for  income  tax is primarily related to Puerto Rico income
taxes  on  the Company's income From Puerto Rico sources related to its interest
in  El  Comandante,  without  taking  into  account  losses  of  Galapagos  and
Equus-Panama.  The  deferred  income taxes are related to the difference between
the  tax  basis  of  the Company's investment in HDA and the amount shown in its
financial  statements.  For  the  year  ended  December  31, 1997, approximately
$463,000 of the deferred income tax provision relates to the reversal of the tax
benefit recorded by the Company in prior years for operating losses attributable
to  its  remaining  50%  interest  in the Television Stations, which was sold in
January  1997.


                                       16
<PAGE>
MINORITY  INTEREST

     The Company's minority interest is principally attributed to the income and
losses  allocable  to  the minority partners of Galapagos and, effective October
1998,  Equus-Panama.  Because  accumulated  losses  of  Galapagos  allocable  to
minority  partners  had  exceeded  their  investment,  the Company recognized an
additional  $465,879  and  $308,971,  in  losses of Galapagos for 1998 and 1997,
respectively.


EXTRAORDINARY  ITEM

     The  extraordinary  items  are  related  to  the  early  redemption and the
purchase  in  the  open  market  of First Mortgage Notes.  For 1998, the Company
recognized  as  income  (i)  a  $1 million discount on the $7.5 million in First
Mortgage  Notes  purchased  in the open market in December 1998, net of (ii) the
$300,000  premium  that was paid in connection with the redemption of $3 million
made  on  January  5,  1999, at 110% of par (premium was accrued at December 31,
1998).  For 1997, the Company recognized as expense the $250,000 premium paid on
the  First  Mortgage  Notes  that were redeemed on September 29, 1997, while the
redemption  of  March  28,  1997,  was  made  at  par.

     In connection with these redemptions the Company wrote-off a portion of the
note  discount  and deferred financing costs, which amounts are also included as
extraordinary  items.     On  a  proforma basis, in 1997, the Company recognized
income  from  the  cancellation  of  certain  indebtedness  of  ECOC  to  Supra.


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  the  unamortized  balance as of January 1, 1998 of organizational and
certain  other  deferred  costs  for  $550,000.


LIQUIDITY  AND  CAPITAL  RESOURCES

     OVERVIEW

     The  Company  is  the  owner of HDA and its consolidated subsidiaries.  The
principal  source  of  cash of Equus Gaming Company L.P. (the "Company" or, when
referred to the individual entity, "Equus") is related to its ownership interest
in  Housing Development Associates S.E. ("HDA"), the owner and operator (through
its wholly owned subsidiary, El Comandante Management Company LLC, "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 such
First  Mortgage  Notes.

     The following is a discussion of the liquidity and capital resources of the
Company,  including  HDA and its consolidated subsidiaries, ECMC, Agency Betting
Network, Inc, ("ABN") and Satellites Services International, Inc. ("SSI").   The
net  cash  flows  from  the  other  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  flows  of  the Company in 1999 and,
therefore,  its  cash  flows  activities  are  not  discussed  herein.


                                       17
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY  (AND  ITS  CONSOLIDATED
SUBSIDIARIES)

     Cash  and cash equivalents of the Company and its consolidated subsidiaries
decreased  by  approximately  $4.3  million  during  1999.  The  Company  has
historically met its liquidity requirements principally from cash flow generated
by  (i)  the  operations  of  El  Comandante  racetrack  in Puerto Rico and (ii)
short-term  loans  and  capital  leases  for  acquisition  of  new  equipment.

      During 1999 the principal uses of cash of the Company and its consolidated
subsidiaries  for  its  financing  and  investing  activities  were  as follows:

(i)  Capital  improvements  to El  Comandante  Race  Track  and  acquisition  of
     equipment  of  approximately  $8.7 million  used to replace  racetrack  and
     facilities  property  damaged by Hurricane  Georges in September  1998. The
     insurance carrier compensated HDA and ECMC for these improvements.

(ii) Payments on capital leases for equipment used in El Comandante operations.

(iii)Redemption on January 5, 1999 of First  Mortgage  Notes at 110% of par and,
     purchase  in June  1999 in the  open  market  of  First  Mortgage  Notes at
     discount. The net cost of these transactions was $3,048,320.

(iv) Investment  by Equus of  approximately  $1.3  million  in  Equus-Comuneros,
     principally during its start-up period and for certain  improvements to the
     racetrack.  The  Company  has and  will  continue  to make  investments  in
     Colombia through ABN, a new wholly owned subsidiary of HDA.

(v)  Investment by HDA of approximately $460,000 in ABN, created for the purpose
     of  establishing  and  operating  the  off-track  betting  agency system in
     Colombia for Los Comuneros racetrack.

(vi) Investment of approximately  $200,000 in SSI, a new wholly owned subsidiary
     of HDA.  SSI  will  provide  up-link  satellite  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 our OTB
     system.

     In  addition  to cash available to the Company at the beginning of the year
of  $6.6  million  and  cash  flows  from by operations during 1999, the Company
obtained  additional  funds  for  its  financing  and investing transactions (as
described  above)  principally  from  the  following  sources:

(i)  $650,000 in advances taken under a $2.5 million line of credit

(ii) Proceeds of $3,051,600  from the issuance by the Company of 2,991,764 units
     to accredited investors, principally The Wilson Family Limited Partnership,
     the owner of a majority of the Company's  outstanding units pursuant to the
     terms of a private offering.

(iii)Capital  leases to purchase  equipment  for El  Comandante  operations  and
     certain equipment for the operations of SSI, consisting of an up-link earth
     station  located in  Panama,  necessary  to carry  races via  satellite  in
     simulcast operations.

(iv) Proceeds from a $5.5 million term loan (considered Refinancing Indebtedness
     under the terms of the Indenture).  This loan, which is  collateralized  by
     the First  Mortgage Notes  purchased by the Company in the open market,  is
     payable in quarterly installments commencing on March 31, 2000 until


                                       18
<PAGE>
maturity  on  December 15, 2001.  The $2.5 million balance outstanding under the
loan  described  in  (i)  above  was  paid  from  proceeds  of  this  loan.

     For  2000 the projected principal uses of cash of the Company's activities,
other  than  operating  activities  of  El  Comandante,  are:

(i)  Capital  improvements to El Comandante race track and principal payments on
     existing capital leases.

(ii) Principal  payments  amounting  to $2.5  million on the $5.5  million  term
     loan,.

(iii)Additional investments in ABN for its Colombian operations and reduction of
     certain financial obligations assumed from Equus-Comuneros of approximately
     $1.2 million.

(iv) Additional  investments in SSI, principally for the acquisition of the VSAT
     equipment  and system for the agencies  within the Company's OTB system and
     the payment of satellite time contracted from a third party.

     In  addition  to  cash flow from operating activities of El Comandante, the
Company  expects  to  obtain  funds  for  its  other  transactions  from  credit
facilities  with  certain  financial  institutions.  In  February  2000,  HDA, a
wholly-owned  subsidiary  of  the  Company,  drew the amount available under its
$500,000  revolving  line of credit, which amount is payable in full on December
15,  2001.  Also,  the  Company  is  currently  negotiating  a $2 million credit
facility  with  a  financial institution in Colombia so that HDA and the Company
are  able  to  properly  fund  the  development  and operations of the off-track
betting  for  ABN  and  meet  the expected level of increased wagering from this
operation.

     INVESTMENTS  IN  TELECOMMUNICATIONS  EQUIPMENT  AND  MARKET  EXPANSION

     The  Company's  top  management  has  developed  and  recently  implemented
strategic  financial  plans designed to improve capital resources, liquidity and
capital  investments in the Company's distribution network and core assets. As a
result,  the Company is in the process of securing substantial credit facilities
with  a  prominent  financial  institution  to  (1)  finance the acquisition and
installation of high-technology video and data transmission system (VSAT) with a
communications  center or HUB  that will be cheaper, more efficient and reliable
than  conventional  phone  lines and commercial air time, and (2) to finance the
purchase  of  outstanding notes (over $54 million) in order to allow the Company
to  make  the  necessary capital  investments to  increase the level of wagering
through  a  combination of increase in the number of  off-track betting agencies
and  improved  racing  program,  including  simulcast  of  live  races from many
jurisdictions  to  our  network.

     The cash flow savings  from  reduction  in  operating  expenses  (primarily
telephone  and air time  costs)  to be  realized  from the new VSAT  units  will
recover the $ 9 million capital  investment in this new technology over the next
four years.

     The Company's  operational plans call for the installation over the next 12
to 18 months of more than 2,000 VSAT  (video and data  communication)  units for
the OTB agencies in all of its  operations,  including  Puerto  Rico,  Dominican
Republic,  Panama and Colombia with a communications  up-link  satellite control
center based in Puerto Rico.  Satellite  Services  International,  Inc. (SSI), a
wholly-owned  subsidiary  of HDA  (HUB)  and the  Company,  will be the  service
provider for all  telecommunications  and satellite  usage time, and will charge
each of its  affiliated  companies a fee for the equipment  and  satellite  time
usage for transmissions (simulcast) of races from several countries.


                                       19
<PAGE>
     Additionally,  the Company is performing  due  diligence  reviews on market
expansion  for the  acquisition  of  off-track  betting  agencies  (distribution
network) and  interests in joint  ventures for  racetrack  operations in Brazil,
Uruguay and Argentina.

     As a result of these capital  investments in high-technology  and extensive
high-tech  distribution network,  improved cash flow from better financing,  and
market  expansion   efforts,   the  Company  plans  to  substantially   increase
consolidated wagering commissions during 2000 and future years.


     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  and  the  First  Mortgage  Notes.

     In  December  1999  HDA  obtained  a  $5.5  million  term  loan, considered
Refinancing  Indebtedness  under  the  terms  of  the  indenture.  The  loan  is
collaterized  by  the  First Mortgage Notes purchased by the Company in the open
market.  Interest  is  payable  monthly  at  a rate equivalent to one point over
prime  rate.  Principal is payable in quarterly installments commencing on March
31,  2000  until  maturity  on December 15, 2001.   The stated maturity dates of
this  term  loan  are  as  follows  (in  thousands):

                        YEAR ENDING
                        DECEMBER  31,        AMOUNT
                        --------------       -------
                             2000            $2,500
                             2001             3,000
                                             -------
                                             $5,500
                                              ======

     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, at redemption prices
(expressed as percentages of principal amount):  if redeemed during the 12-month
period  beginning December 15 of years 1999 at 102.75%, 2000 at 101.5%, and 2001
and  thereafter  at 100% of principal amount, in each case together with accrued
and  unpaid  interest.  The  stated  maturity  dates of First Mortgage Notes, as
reduced  by  prior redemptions made by HDA and by the Notes purchased by ECMC in
the  open  market,  are  as  follows  (in  thousands):

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

     To  the  extent First Mortgage Notes are not acquired in the open market or
redeemed,  Management  expects  to  refinance  this  obligation  not  later than
December  2002.

     As  of March 21, 2000, HDA has advanced to Equus approximately $1.3 million
against  its allowable future distributions of profits, which technically is not
in  conformity  with  the  terms  of  the  Indenture.

     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


                                       20
<PAGE>
operations.  For example, the Racing Administrator determines the monthly racing
program  for El 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.

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.


                                       21
<PAGE>
ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA


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,  1999 and 1998, and the related consolidated
statements  of  operations,  comprehensive earnings (loss), changes in partners'
deficit  and cash flows for each of the three years in the period ended December
31,  1999.  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
Galapagos,  S.A.  as  of and for the year ended December 31, 1997, which reflect
total  assets of 4% and total revenues of 23% 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 this entity,
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.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are  free  of  material  misstatement.  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 report 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, 1999 and 1998, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1999, in
conformity  with  accounting principles generally accepted in the United States.

     As  explained  in  Note  1  to consolidated financial statements, effective
January 1, 1998, the Company changed its method of accounting for organizational
and  start-up  costs  in  accordance  with  SOP 98-5, "Reporting of the Costs of
Start-Up  Activities".  As  a  result,  the  Company  wrote-off  the unamortized
balance  of  deferred  organizational  costs  of  approximately  $550,000.



Arthur  Andersen  LLP
March  23,  2000
San  Juan,  Puerto  Rico


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                    EQUUS GAMING COMPANY L.P.
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE YEARS ENDED DECEMBER 31,


                                                            1999          1998          1997
                                                        ------------  ------------  ------------
<S>                                                     <C>           <C>           <C>
                                                                                   (SEE NOTE 14)
 REVENUES:
   Commissions on wagering                              $66,743,923   $52,528,562   $ 4,618,720
   Net revenues from lottery services                       545,568       656,145        87,659
   Income from business interruption                              -    10,832,370             -
   Gain from involuntary conversion                               -     2,024,159             -
   Rental income from El Comandante Race Track                    -             -    13,720,424
   Gain from sale of Television Stations                          -             -     4,669,400
   Other revenues                                         4,035,098     2,931,330     1,486,726
                                                        ------------  ------------  ------------
                                                         71,324,589    68,972,566    24,582,929
                                                        ------------  ------------  ------------
 EXPENSES:
   Payments to horseowners                               32,697,409    25,996,556     2,309,360
   Salaries, wages and employee benefits                 11,274,027    11,910,549     1,099,607
   Operating expenses                                    10,001,437     9,798,721     2,622,369
   General and administrative                             4,196,469     2,558,300     2,076,988
   Marketing, television and satellite costs              4,482,285     3,349,619       660,808
   Financial expenses                                     8,479,505     9,109,311     8,734,826
   Depreciation and amortization                          3,593,839     3,756,052     2,368,041
   Impairment loss on El Comandante Intangible                    -     3,135,713             -
                                                        ------------  ------------  ------------
                                                         74,724,971    69,614,821    19,871,999
                                                        ------------  ------------  ------------
 EARNINGS (LOSS) BEFORE INCOME TAXES, MINORITY
   INTEREST, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT    (3,400,382)     (642,255)    4,710,930

 PROVISION FOR INCOME TAXES                                 742,153     1,109,611     1,028,145
                                                        ------------  ------------  ------------

 EARNINGS (LOSS) BEFORE MINORITY INTEREST,
   EXTRAORDINARY ITEM AND CUMULATIVE EFFECT              (4,142,535)   (1,751,866)    3,682,785

 MINORITY INTEREST IN EARNINGS (LOSSES)                  (1,029,458)     (227,720)      878,033
                                                        ------------  ------------  ------------

 EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM
   AND CUMULATIVE EFFECT                                 (3,113,077)   (1,524,146)    2,804,752

EXTRAORDINARY ITEM, NET-
  Discount (premium) on early redemption of
  First Mortgage Notes and write-off of related
  deferred financing costs and note discount                 22,680       167,051      (326,013)

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

NET EARNINGS (LOSS)                                     $(3,090,397)  $(1,760,022)  $ 2,478,739
                                                        ============  ============  ============
</TABLE>

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

                                   (continues)


                                       23
<PAGE>
<TABLE>
<CAPTION>
                                 EQUUS GAMING COMPANY L.P.
                          CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                             FOR THE YEARS ENDED DECEMBER 31,

                                        (CONTINUED)


                                                       1999          1998         1997
                                                   ------------  ------------  -----------
<S>                                                <C>           <C>           <C>
 ALLOCATION OF NET (LOSS) EARNINGS:
   General partners                                $   (30,904)  $   (17,600)  $   24,787
   Limited partners                                 (3,059,493)   (1,742,422)   2,453,952
                                                   ------------  ------------  -----------
                                                   $(3,090,397)  $(1,760,022)  $2,478,739
                                                   ------------  ------------  -----------

 BASIC AND DILUTED PER UNIT AMOUNTS:
   Earnings (loss) before extraordinary item and
     cumulative effect of change in accounting
     principle, net                                      (0.39)        (0.24)        0.45

   Extraordinary item, net                                   -          0.02        (0.06)

   Cumulative effect of change in accounting
     principle, net                                          -         (0.06)           -
                                                   ------------  ------------  -----------
   Net earnings (loss)                             $     (0.39)  $     (0.28)  $     0.39
                                                   ------------  ------------  -----------

 WEIGHTED AVERAGE UNITS OUTSTANDING                  7,796,191     6,342,606    6,333,617
                                                   ============  ============  ===========
</TABLE>

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


                                       24
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                        FOR THE YEARS ENDED DECEMBER 31,


                                          1999          1998         1997
                                      ------------  ------------  -----------
<S>                                   <C>           <C>           <C>
 NET EARNINGS (LOSS)                  $(3,090,397)  $(1,760,022)  $2,478,739

 OTHER COMPREHENSIVE INCOME (LOSS):

  Currency translation adjustments       (553,146)       80,043      (56,447)
                                      ------------  ------------  -----------
COMPREHENSIVE INCOME (LOSS)           $(3,643,543)  $(1,679,979)  $2,422,292
                                      ------------  ------------  -----------
</TABLE>

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


                                       25
<PAGE>
<TABLE>
<CAPTION>
                              EQUUS GAMING COMPANY L.P.
                             CONSOLIDATED BALANCE SHEETS

                                        ASSETS

                                             DECEMBER 31,
                                     ----------------------------
                                         1999           1998
                                     -------------  -------------
<S>                                  <C>            <C>
  CASH AND CASH EQUIVALENTS:
    Unrestricted                     $  1,888,995   $  6,462,992
    Restricted                            418,938        174,275
                                     -------------  -------------
                                        2,307,933      6,637,267
                                     -------------  -------------

  PROPERTY AND EQUIPMENT:
    Land                                7,786,980      7,128,858
    Building and improvements          56,512,072     44,615,936
    Equipment                          13,967,887     10,924,669
                                     -------------  -------------
                                       78,266,939     62,669,463
    Accumulated depreciation          (18,409,886)   (15,199,341)
                                     -------------  -------------
                                       59,857,053     47,470,122
                                     -------------  -------------

  DEFERRED COSTS, NET:
    Financing                           2,510,487      3,075,706
    Costs of Panama contract            1,980,000      2,090,000
    Other                                 501,505        209,852
                                     -------------  -------------
                                        4,991,992      5,375,558
                                     -------------  -------------

  OTHER ASSETS:
    Accounts receivable, net            1,577,634      1,160,468
    Notes receivable                    1,506,599      1,708,211
    Advances to Los Comuneros S. A.             -        950,000
    Prepayments and other assets          701,362        737,580
                                     -------------  -------------
                                        3,785,595      4,556,259
                                     -------------  -------------

                                     $ 70,942,573   $ 64,039,206
                                     =============  =============
</TABLE>

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


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                    EQUUS GAMING COMPANY L.P.
                                   CONSOLIDATED BALANCE SHEETS

                                           (continued)

                                LIABILITIES AND PARTNERS' DEFICIT

                                                                        DECEMBER 31,
                                                               ----------------------------
                                                                   1999           1998
                                                               -------------  -------------
<S>                                                            <C>            <C>
  FIRST MORTGAGE NOTES:
    Principal, net of note discount of
      $885,446 and $1,068,540                                  $ 53,568,554   $ 56,194,460
    Accrued interest                                                265,900        317,069
                                                               -------------  -------------
                                                                 53,834,454     56,511,529
                                                               -------------  -------------

  OTHER LIABILITIES:
    Accounts payable and accrued liabilities                     11,660,824      8,088,343
    Outstanding winning tickets and refunds                       1,130,389        519,484
    Notes payable                                                 6,226,082      2,841,797
    Bonds payable                                                 4,000,000      4,000,000
    Capital lease obligations                                     3,235,507      2,249,076
                                                               -------------  -------------
                                                                 26,252,802     17,698,700
                                                               -------------  -------------

  DEFERRED INCOME TAXES                                           3,165,800      2,628,539
                                                               -------------  -------------

  MINORITY INTEREST                                               2,474,810      1,266,849
                                                               -------------  -------------

  COMMITMENTS AND CONTINGENCIES, SEE NOTE 4

  PARTNERS' DEFICIT
    General Partner                                                (781,879)      (745,444)
    Limited Partners - 10,383,617 units authorized:
      8,389,824 and 5,398,060 units issued and outstanding in
      1999 and 1998, respectively                               (14,003,414)   (13,320,967)
                                                               -------------  -------------
                                                                (14,785,293)   (14,066,411)
                                                               -------------  -------------

                                                               $ 70,942,573   $ 64,039,206
                                                               =============  =============
</TABLE>

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


                                       27
<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, 1999

                                                     GENERAL      LIMITED
                                                     PARTNERS     PARTNERS         TOTAL
                                                    ----------  -------------  -------------
<S>                                                 <C>         <C>            <C>
  BALANCES, DECEMBER 31, 1996                       $(752,867)  $(10,436,112)  $(11,188,979)

    Net earnings for the year                          24,787      2,453,952      2,478,739

    Currency translation adjustments                     (564)       (55,883)       (56,447)

    Cash distributions to minority partners of HDA          -       (544,139)      (544,139)

    Redemption of 17% minority interest in HDA              -     (2,782,350)    (2,782,350)
                                                    ----------  -------------  -------------

  BALANCES, DECEMBER 31, 1997                        (728,644)   (11,364,532)   (12,093,176)

    Net loss for the year                             (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

    Purchase of HDAMC Warrants                              -       (756,386)      (756,386)
                                                    ----------  -------------  -------------

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

    Net loss for the year                             (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)
                                                    ==========  =============  =============
</TABLE>

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


                                       28
<PAGE>
<TABLE>
<CAPTION>
                                          EQUUS GAMING COMPANY L.P.
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE YEAR ENDED DECEMBER 31, 1999


                                                                  1999           1998           1997
                                                              -------------  -------------  ------------
<S>                                                           <C>            <C>            <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings (loss)                                       $ (3,090,397)  $ (1,760,022)  $ 2,478,739
                                                              -------------  -------------  ------------
    Adjustments to reconcile net earnings (loss) to
      net cash provided by operating activities-
        Gain from involuntary conversion                                 -     (2,024,159)            -
        Gain from sale of Television Stations                            -              -    (4,669,400)
        Depreciation and amortization                            4,296,160      4,450,031     3,085,155
        Impairment loss on El Comandante intangible                      -      3,135,713             -
        Deferred income tax provision                              537,261      1,145,945       893,403
        Minority interest                                       (1,029,458)      (304,320)      878,033
        Extraordinary item                                          22,680       (273,854)      459,173
        Cumulative effect of change in accounting principle              -        549,996             -
        Currency translation adjustments                           (28,920)        80,043       (56,447)
        Difference in investment in Equus-Panama after
          public offering                                                -        463,130             -
    Decrease (increase) in assets-
        Accounts receivable                                       (206,749)      (141,976)            -
        Rent receivable from ECOC                                        -              -      (654,307)
        Prepayments and other assets                               545,597       (161,735)      263,128
    Increase (decrease) in liabilities-
        Accounts payable and accrued liabilities                 1,658,363      1,883,130    (1,248,027)
        Outstanding winning tickets and refunds                    610,905       (546,129)            -
                                                              -------------  -------------  ------------
         Total adjustments                                       6,405,839      8,255,815    (1,049,289)
                                                              -------------  -------------  ------------

  Net cash provided by operating activities                      3,315,442      6,495,793     1,429,450
                                                              -------------  -------------  ------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                       (10,113,509)   (10,218,529)   (1,422,626)
    Property damage insurance proceeds                                   -     11,595,850             -
    Cost of Panama contract                                              -              -    (2,356,292)
    Deferred costs                                                (389,544)      (376,774)     (307,527)
    Collections of note from ECOC                                        -              -       326,661
    Decrease (increase) in notes receivable, net                   201,612     (1,271,966)            -
    Acquisition of ECOC cash accounts upon                                                            -
       termination of lease agreement                                    -      1,061,239             -
    Sales of Television Stations, net                                    -      6,494,643
    Advances to Los Comuneros S.A.                                       -       (950,000)            -
                                                              -------------  -------------  ------------
  Net cash (used in) provided by investing activities          (10,301,441)      (160,180)    2,734,859
                                                              -------------  -------------  ------------
</TABLE>

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


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                        EQUUS GAMING COMPANY L.P.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  FOR THE YEAR ENDED DECEMBER 31, 1999

                                               (continued)


                                                               1999          1998          1997
                                                           ------------  ------------  ------------
<S>                                                        <C>           <C>           <C>
  CASH FLOWS FROM FINANCING ACTIVITIES:
    Redemption of First Mortgage Notes                     $(3,048,320)  $(6,500,000)  $(3,487,000)
    Payments (to) from affiliates                             (200,000)      200,000      (415,883)
    Payment of financing costs                                 (60,579)            -             -
    Loan proceeds from financial institutions                6,515,000     4,229,920     1,258,079
    Issuance of notes payable to Supra & Company S.E.                -             -       260,000
    Payments on notes payable and capital
      lease obligations                                     (3,612,813)   (3,372,946)     (714,213)
    Contributions by minority partners                          32,143     1,993,410        32,758
    Issuance of Units                                        3,051,600             -             -
    Issuance of bonds by Equus-Panama                                -     4,000,000             -
    Redemption of 17% minority interest in HDA                       -             -    (4,314,284)
    Purchase of HDAMC Warrants  (see Note 6)                         -      (756,386)            -
    Cash distributions to minority partners of HDA             (20,368)            -      (544,139)
                                                           ------------  ------------  ------------
  Net cash provided by (used in)  financing activities       2,656,663      (206,002)   (7,924,682)
                                                           ------------  ------------  ------------

  NET (DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                                         (4,329,334)    6,129,611    (3,760,373)

  CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               6,637,267       507,656     4,268,029

  CASH AND CASH EQUIVALENTS, END OF YEAR                   $ 2,307,933   $ 6,637,267   $   507,656
                                                           ============  ============  ============

  SUPPLEMENTAL INFORMATION:
    Interest paid                                          $ 8,572,220   $ 8,266,411   $ 7,992,439
    Income taxes paid                                                -             -       262,500

  NON-CASH TRANSACTIONS:
    Equipment acquired through capital leases                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 these consolidated statements.


                                       30
<PAGE>
                            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").  HDA has recently organized two wholly-owned
subsidiaries:   Satellites  Services  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 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 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.

     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
inter-company  transactions.  All  of  the entities included in the consolidated
financial statements are hereinafter 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:


                                       31
<PAGE>
<TABLE>
<CAPTION>
                          FOR THE YEAR ENDED DECEMBER 31,
                       -------------------------------------
                           1999         1998        1997
                       ------------  ----------  -----------
<S>                    <C>           <C>         <C>
  SUBSIDIARY:
      HDA              $       650   $  19,940   $1,063,960
      Galapagos                  -           -     (185,927)
      Equus-Panama        (114,688)   (324,260)           -
      Equus-Comuneros     (915,420)          -            -
                       ------------  ----------  -----------
                       $(1,029,458)  $(304,320)  $  878,033
                       ------------  ----------  -----------
</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, 1999, 1998 and 1997, the Company
did  not recognize minority interest in Galapagos' losses amounting to $312,217,
$465,879 and $308,971, 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.

     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
6).  During  1999  the  Company  issued  2,991,764 Units to accredited investors
(including  2,911,764  Units  to  The Wilson Family Limited Partnership, a major
unitholder  of  the  Company)  for $3,051,600 pursuant to the terms of a private
offering that commenced in December 1998 and expired in April 1999.   Net income
(loss)  per  Unit  is  calculated  based  on  the  weighted  average  of  Units
outstanding.

     PERVASIVENESS  OF  ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  ("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.

     COMPREHENSIVE  INCOME

     The components of other comprehensive income are net losses from changes in
exchange  rates  due  to the translation of assets and liabilities and 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


                                       32
<PAGE>
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 net of fees paid to the company providing wagering services (see Note
4).

     INCOME  AND  GAIN  FROM  INSURANCE  SETTLEMENT

     In  connection with the settlements reached with the insurance carriers for
damage  to  El  Comandante in Puerto Rico and V Centenario in Dominican Republic
inflicted  by  Hurricane  Georges in 1998, resulting in the suspension of racing
operations  for  over  a  month,  the  Company  received  total  compensation of
$11,595,850 for physical damage to the racetracks properties and $10,832,370 for
business  interruption.  The  Company  recognized  a  gain  from  involuntary
conversion  of  $1,813,633  and  $210,526  being  the net effect of the property
damage  insurance  proceeds  less  the  write-off  of the book-value of property
damaged  at  El  Comandante  and  V  Centenario,  respectively.

     ADVERTISING  EXPENSE

     During  the  years  ended  December  31,  1999,  1998 and 1997, the Company
incurred  advertising  costs of $1,594,139, $917,532 and $262,916, 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 assets on 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: five to ten 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 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.


                                       33
<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 income (loss) 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, 1999 and 1998, allowance for doubtful
accounts  amounted  to  $410,328  and  $484,293,  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  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 prevailing during the year, for
revenues  and  expenses.

     For  the  years ended December 31, 1999, 1998 and 1997, net exchange losses
resulting  from  remeasurement  of  accounts,  together with losses from foreign
currency  transactions, amounted to $25,701, $190,453 and $36,000, 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,
1999  and  1998  amounted  to  $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, 1999 and 1998
were  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,  1999,  1998,  and  1997,  were US$1.00 to FC$16.10, US$1.00 to FC$15.23 and
US$1.00 to FC$14.44, respectively.  The exchange rate in Colombia as of December
31,  1999  was  US$1.00  to  FC$1,874.  The  average  exchange  rate in Colombia
prevailing during the year ended December 31, 1999 was US$1.00 to FC$1,733.  The
Company  also  consolidates  its  accounts  with  Equus-Panama  whose functional
currencies  are the Panama balboas and the US$.  Because these currencies are of
equivalent value, there is no effect attributed to foreign currency transactions
of  Equus-Panama.


                                       34
<PAGE>
     RECLASSIFICATIONS

     Certain  amounts  presented  for  1998  and  1997  in  the  accompanying
consolidated  financial statements have been reclassified to conform to the 1999
presentation.


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.  The Puerto Rico
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  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.


                                       35
<PAGE>
       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  association  (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 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 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.


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$45
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, 1998 and 1997 amounted to $321,358,
$339,782  and  $438,169,  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 association 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.


                                       36
<PAGE>
     The  Panama  contract  expires  in  December 2007.  It provides for minimum
guaranteed  payments  to  horseowners  in 1999 and 1998 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).

     The  Puerto  Rico contract expired in April 1998.  However, the Puerto Rico
Racing  Board  has extended the contract as an interim measure until the Company
and the horseowners reach a new agreement.  The contract is under negotiation at
the  present  time.

     WAGERING  SERVICES  AGREEMENTS

     The  Company  has  separate  agreements  with  Autotote  Systems,  Inc.
("Autotote")  for  providing  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:

<TABLE>
<CAPTION>
                         EL COMANDANTE    V CENTENARIO             REMON            LOS COMUNEROS
                         ---------------  --------------       -------------       ---------------
Expiration date            March 2005       March 2005          January 2008              (d)
<S>                      <C>              <C>             <C>  <C>            <C>  <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   (b)   $    330,000  (c)   $           -
<FN>

(a)  Galapagos  also  receives  services  for  the  distribution  system  of the
     electronic  lottery.  Fees to  Autotote  are 2% of gross  sales at  lottery
     agencies and 1% of gross sales at OTB agencies.

(b)  For year 1997, minimum annual payment was $175,000.

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

(d)  This contract is currently being renegotiated.
</TABLE>

     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  years  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 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,
1999 and 1998 amounted to $350,000 and $450,000, respectively.   ECMC expects to
make  the  remaining  contributions as follows: $150,000 in 2000 and $200,000 in
2001.


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 6).  Upon
issuance  of the Warrants, HDA recorded 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  three  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-99
------------------------------  ------  -----------  -----------       -----------
<S>                             <C>     <C>          <C>          <C>  <C>
Redemption                      Mar-97  $   737,000  $        -        $        -
Redemption                      Sep-97    2,500,000    (250,000)                -
Purchase in open market         Dec-98    7,500,000   1,000,000         7,500,000
Redemption, reduced by amount   Jan-99
  of notes held by the Company            2,620,000    (262,000)  (a)    (380,000)
Purchase in open market         May-99      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  income  (loss) as extraordinary
items,  net  of  provision  for  income  taxes,  as  follows:


                                       37
<PAGE>
<TABLE>
<CAPTION>
                             FOR THE YEAR ENDED DECEMBER 31,
                             -------------------------------
                              1999       1998        1997
                             -------  ----------  ----------
<S>                          <C>      <C>         <C>
Discount (premium)           $22,680  $ 738,000   $(250,000)
Write-offs                         -   (464,146)   (209,173)
Provision for income taxes         -   (106,803)    133,160
                             -------  ----------  ----------
                             $22,680  $ 167,051   $(326,013)
                             -------  ----------  ----------
</TABLE>

     ECCC  is  required  to  partially redeem First Mortgage Notes commencing on
December  15,  2000.  The  stated  maturities  of  the  First  Mortgage Notes at
December  31, 1999, 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         (943)            (58)     (885)
                     --------  --------------  --------
                     $60,820   $       7,251   $53,569
                     --------  --------------  --------
</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:

DURING THE 12 MONTH PERIOD
BEGINNING ON DECEMBER 15,
--------------------------
          1999                        102.75%
          2000                        101.50%
          2001                        100.00%

     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 (see Note
10),  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.  HDA intends to cure this default
with  the  declaration  of  future  permitted  distributions.


                                       38
<PAGE>
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.


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        1999        1998
---------------  --------------       ---------  ---------  ----------  ----------
<S>              <C>             <C>  <C>        <C>        <C>         <C>
HDA/ECMC         Note payable    (a)  15-Dec-01  P+1.00%    $5,500,000  $1,850,000
ECMC             Note payable          5-Jan-00  P+1.00%             -     649,100
Equus-Panama     Term loan            25-Apr-00     10.75%      56,364           -
Equus-Panama     Line of credit  (b)  various       10.75%     204,955     142,697
Equus-Comuneros  Term loans      (c)  various    variable      464,763           -
The Company      Loan            (d)          -  P+1.00%             -     200,000
                                                            ----------  ----------
                                                            $6,226,082  $2,841,797
                                                            ----------  ----------
<FN>

     At  December  31,  1999  and 1998, the prime rate (P) was 8.50% and  7.75%,
respectively.

(a)  Considered  Refinancing  Indebtedness  under  the  terms of the  Indenture.
     Collaterized  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)  Maximum  outstanding  balance is $250,000.  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)  Collaterized by a certificate of deposit for $140,000, which is included in
     the accompanying  balance sheet as of December 31, 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, 1999 was 15.75%.

(d)  Loan from Interstate Business Corporation ("IBC") (see Note 10).
</TABLE>


                                       39
<PAGE>
     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.

     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>
2000                 $1,444,017   $3,242,588   $        -
2001                    953,016    3,117,949      600,000
2002                    681,866       46,604    1,000,000
2003                    517,755       40,469    1,200,000
2004                    299,605       22,020    1,200,000
                     -----------  -----------  ----------
                      3,896,259    6,469,630    4,000,000
  Imputed interest     (660,752)    (243,548)           -
                     -----------  -----------  ----------
                     $3,235,507   $6,226,082   $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 $49,975 and $52,400 in 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.


                                       40
<PAGE>
     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,  1999  and  1998,  is  as  follows:

<TABLE>
<CAPTION>
                                              1999         1998
                                           -----------  -----------
<S>                                        <C>          <C>
CHANGE IN BENEFIT OBLIGATION:
  Benefit obligation at beginning of year  $1,152,797   $  926,531
  Service cost                                118,891       86,651
  Interest cost                                68,073       72,355
  Actuarial (loss) gain                      (339,600)      49,540
  Actuarial gain (loss) due to change
    in assumptions                                  -       71,246
  Benefit paid                               (405,279)     (53,526)
                                           -----------  -----------
  Benefit obligation at end of year           594,882    1,152,797
                                           -----------  -----------
CHANGE IN PLAN ASSETS:
  Fair value of plan at beginning of year     623,532      419,389
  Actual return on plan assets                 53,692       41,660
  Employer contribution                       206,446      266,009
  Benefits paid                              (405,279)     (53,526)
  Administrative expenses                     (50,000)     (50,000)
                                           -----------  -----------
  Fair value of plan at end of year           428,391      623,532
                                           -----------  -----------

  Funded status                              (166,491)    (529,265)
  Unrecognized net actuarial loss              42,584      341,127
  Unrecognized transition obligation           65,319       78,383
  Accrued benefit cost                        (58,588)    (109,755)

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

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


                                       41
<PAGE>
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.

     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,
                              -------------------------------
                                1999       1998       1997
                              --------  ----------  --------
<S>                           <C>       <C>         <C>
Puerto Rico income taxes-
Deferred                      $375,928  $1,145,945  $893,403
Current                        204,892       -           -
Federal income tax, current       -          -         1,582
Foreign income tax, deferred   161,333       -           -
                              --------  ----------  --------
                              $742,153  $1,145,945  $894,985
                              --------  ----------  --------
</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,
                                     ------------------------
                                        1999         1998
                                     -----------  -----------
<S>                                  <C>          <C>
  Puerto Rico income taxes-
     Depreciation                    $1,536,640   $2,859,688
     Gain on involuntary conversion   1,513,569    1,057,413
     Net operating losses of ECMC             -     (924,371)
     Contingency reserves                     -     (298,560)
     Other                              (75,083)     (94,971)
  Foreign withholding income taxes      190,674       29,340
                                     -----------  -----------
                                     $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.


                                       42
<PAGE>
     TRANSACTION  WITH  SUPRA

     On  August  19,  1997,  HDA redeemed for $4,075,000 the 17% interest in HDA
held by Supra, thereby increasing the Company's interest in HDA to approximately
99%.  The  redemption  price plus transaction costs of $239,284 were recorded in
partners'  deficit, net of the book value of Supra's minority interest in HDA of
$1,531,934.  The transaction required the approval from the majority in interest
of  outstanding  First  Mortgage  Notes.

     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,  1999,  1998  and  1997:

<TABLE>
<CAPTION>
                                                FOR THE YEAR ENDED DECEMBER 31,
                                                 ----------------------------
ENTITY                NATURE OF SERVICE            1999      1998      1997
------------  ---------------------------------  --------  --------  --------
<S>           <C>                                <C>       <C>       <C>
RENDERED BY:
  ACPT        Support agreement                  $ 40,400  $ 29,236  $ 28,607
  ACPT        Rent office space                    42,000    42,000         -
  EMC         Director fees                        88,800    98,550    88,200
  EMC         Management agreement                      -         -   278,673
  EMC         Expenses in excess of receipts            -         -   420,958
  IBC         Accounting services                       -     3,000    12,000
  IGC         Services of James J. Wilson         135,000   180,000         -
  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.


12.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:

     As of December 31, 1999 and 1998 the fair value of the First Mortgage Notes
was  approximately  $47,920,000 and $50,391,000, respectively, (as compared with
its carrying value of $53,568,554 in 1999 and  $56,194,460 in 1998) 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.


                                       43
<PAGE>
13.  SEGMENT  INFORMATION:

     The  Company has identified four reportable segments, based on geographical
considerations:  Puerto  Rico,  Dominican  Republic,  Colombia  and Panama.  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 for the years ended December 31, 1999, 1998 and 1997 (in thousands):

<TABLE>
<CAPTION>
                                   PUERTO   DOMINICAN
1999:                               RICO     REPUBLIC    COLOMBIA    PANAMA    TOTAL
                                  --------  ----------  ----------  --------  --------
<S>                              <C>       <C>         <C>         <C>       <C>
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
Loss before income
  taxes, minority interest
  and extraordinary item            (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:
Commissions 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,
  extraordinary item and
  cumulative effect                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

1997:
Total revenues                   $18,810   $   5,773   $       -   $     -   $24,583
Financial expenses                 8,656          79           -         -     8,735
Depreciation and amortization      1,841         527           -         -     2,368
Earnings (loss) before income
  taxes, minority interest
  and extraordinary item           5,811      (1,100)          -               4,711
Capital improvements                 649         232           -       542     1,423
Total assets                      50,824       2,330           -     3,033    56,187
</TABLE>


                                       44
<PAGE>
          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  an  intersegment  revenue.  For the years ended December 31, 1999 and
1998,  Puerto  Rico  recognized  revenue of $186,021 and $180,763, respectively,
attributable to Dominican Republic and $159,575 attributable to Panama.  No fees
were  charged  to  Panama  in  1998  due  to  restrictions  under  its  bonds.


14.  UNAUDITED  PROFORMA  FINANCIAL  STATEMENTS:

          In  August  1997,  HDA  redeemed  a  17%  interest owned by a minority
partner,  thereby  increasing the Company's interest in HDA to approximately 99%
and  effective  January 1, 1998, it terminated the lease agreement with ECOC and
commenced operating El Comandante through its wholly owned subsidiary, ECMC (the
"Proforma  Transactions").

          The  following unaudited proforma consolidated statement of operations
for  the  year  ended December 31,1997 is based upon the historical consolidated
statement of operations of the Company and its subsidiaries, and was prepared as
if  the  above  described  transactions  had  all  occurred  on January 1, 1997.
Proforma  adjustments  include  results of operations of ECOC for the year ended
December  31,  1997.  The  unaudited  proforma  consolidated  statement  is  not
necessarily  indicative  of what the actual results of operations of the Company
would  have  been  assuming  such Proforma Transactions had been completed as of
January  1, 1997 and does not purport to represent the results of operations for
future  periods.  In  Management's opinion, all adjustments necessary to reflect
the  effects  of  these  Proforma  Transactions  have  been  made.


                                       45
<PAGE>
<TABLE>
<CAPTION>
                        EQUUS GAMING COMPANY L.P.
              PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
                   FOR THE YEAR ENDED DECEMBER 31, 1997
                 (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

                                                                 1997
                                                                -------
                                                              (UNAUDITED)
<S>                                                             <C>
   REVENUES:
     Commissions on wagering                                    $59,512
     Net revenues from lottery services                              88
     Gain from sale of Television Stations                        4,669
     Other revenues                                               3,949
                                                                -------
                                                                 68,218
                                                                -------
   EXPENSES:
     Payments to horseowners                                     29,669
     Salaries, wages and employee benefits                        8,665
     Operating expenses                                           6,969
     General and administrative                                   4,794
     Marketing, television and satellite costs                    3,130
     Financial expenses                                           9,013
     Depreciation and amortization                                3,303
                                                                -------
                                                                 65,543
                                                                -------
   EARNINGS BEFORE INCOME TAXES, MINORITY
     INTEREST AND EXTRAORDINARY ITEM                              2,675
   PROVISION FOR INCOME TAXES                                       505
                                                                -------
   EARNINGS BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEM                                           2,170
   MINORITY INTEREST IN EARNINGS                                    878
                                                                -------
   EARNINGS BEFORE EXTRAORDINARY ITEM                             1,292
   EXTRAORDINARY ITEM                                             1,558
                                                                -------
   NET EARNINGS                                                 $ 2,850
                                                                =======

  ALLOCATION OF NET EARNINGS:
     General partners                                           $    28
     Limited partners                                             2,822
                                                                -------
                                                                $ 2,850
                                                                =======
  BASIC AND DILUTED PER UNIT AMOUNTS:
     Earnings before extraordinary item                            0.20
     Extraordinary item                                            0.25
                                                                -------
     Net earnings                                               $  0.45
                                                                =======

   WEIGHTED AVERAGE UNITS OUTSTANDING                             6,334
                                                                =======
</TABLE>


                                       46
<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").  The Wilson family and companies controlled by them, including IBC and
WFLP, hold approximately a 67% 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         66     Co-Chairman and Director of EMC

Thomas B. Wilson         37     Co-Chairman,  President  and  Chief  Executive
                                Officer;  Director  of  EMC

Hernan G. Welch          50     Executive  Vice  President  -  Finance  and
                                Administration

Gretchen Gronau          35     Vice  President  and  Chief  Financial  Officer


                                       47
<PAGE>
Juan M. Rivera-Gonzalez  52     Vice  Chairman  and  Director  of  EMC

Donald J. Kevane         69     Director  of  EMC

Alberto M. Paracchini    67     Director  of  EMC

Barbara A. Wilson        63     Director  and  Secretary  of  EMC

Mark  Augenblick         52     Director  of  EMC

Kevin  Wilson            41     Director  of  EMC

Charles  Cuprill         56     Director  of  EMC


RELATIONSHIPS.   James J. Wilson and Barbara A. Wilson are the parents of Thomas
B.  Wilson  and  Kevin  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  has been Executive Vice President - Finance and Administration
----------------
of  EMC and the Company since July of 1999.  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.

Gretchen  Gronau  has  been  Vice  President  and Chief Financial Officer of the
----------------
Company  and  EMC since August 1996.  From May 1990 to August 1996 she served in
various  tax  and  financial  management  positions  with  IGC,  including  Vice
President from August 1994 to August 1996. She has served as Assistant Treasurer
of  IBC  since  October  1996.

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.


                                       48
<PAGE>
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.

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.

Mark  Augenblick  has  been  a  Director  of  EMC in March, 1998.  He has been a
----------------
Director  and  Vice  Chairman  of  IGMC  since March 1998.  Prior to joining the
Company,  Mr.  Augenblick  was  a partner in the Washington, D.C. law firm, Shaw
Pittman,  Potts  &  Trowbridge.

Kevin  Wilson  has been a Director of EMC since September 1996.  He has been the
-------------
President,  Director  and  majority owner since 1989 of Community Homes, Inc., a
homebuilding  company  of  which  he  was  a  co-founder.

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
four  most  highly  compensated  executive  officers of the Company during 1999,
employed  by  its  wholly-owned subsidiary EEC effective January 1, 1998.  Prior
1998,  two  of  these  executives  were employees of EMC and, accordingly, their
compensation  for  years  before  1998  is  also  included  in  the  table.


                                       49
<PAGE>
<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               1999     249,800                  -        -       -    9,527
  President and CEO            1998     240,200  (3)             -       -        -        -
                               1997           -                  -        -       -        -

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

Gretchen Gronau                1999     130,400                  -        -       -    7,354
  VicePresident                1998     125,200                  -        -  10,000    7,264
  and CFO                      1997     100,200                  -        -     SAR    5,400

Juan M. Rivera-Gonzalez (5)    1999     240,800                  -        -       -        -
  Executive Vice               1998     240,200                  -        -  10,000   10,064
  President and COO            1997     180,000             50,000        -     SAR    5,400

Angel Blanco-Bottey (6)        1999     105,270             45,500        -       -        -
  Senior Vice                  1998     160,200                  -        -       -        -
  President                    1997           -                  -        -       -        -
<FN>

(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.

(5)  Effective September 17, 1999 Mr. Rivera-Gonzalez  resigned as an officer of
     the Company and was retained as a consultant  and Vice Chairman of EMC. His
     salary  for 1999  includes  a payment of  $58,400  for  accrued  and unpaid
     vacations.

(6)  This executive was an employee of the Company through July 12, 1999.
</TABLE>

                                      50
<PAGE>
          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  $49,975 in 1999.  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 1999,
the  directors'  fees totaled $88,800 of which $15,000 was unpaid as of December
31,  1999.  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  $135,000.

          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.


                                       51
<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     1.03%
  Thomas B. Wilson (2)                                   86,397     1.03%
  Donald J. Kevane                                        1,000     0.01%
  Alberto Paracchini                                     25,000     0.30%
  Charles A. Cupril                                      10,000     0.12%
  Hernan G. Welch                                         5,000     0.06%
  Gretchen Gronau                                           900     0.01%

  All executive officers of EMC and the
  Company and directors of EMC,
  as a group (8 persons)                                214,744     2.56%

OTHER UNITHOLDERS
  The Wilson Family Limited Partnership ("WFLP") (2)
  222  Smallwood Village Center
  St. Charles, Maryland  20602                        5,093,088    60.71%
</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.


                                       52
<PAGE>
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


EXHIBITS.

<TABLE>
<CAPTION>
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

3.5       Third  Amendment to Certificate of          Exhibit  3.5  to  Form  S-11
          Limited  Partnership of the Company


                                       53
<PAGE>
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  ecember 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

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


                                       54
<PAGE>
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


                                       55
<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              Exhibit  10.69  to  1998  10-K
          as  of  March  1,  1999


21        Subsidiaries  of  the  Company              Filed  herewith
</TABLE>

REPORTS  ON  FORM  8-K.   None


                                       54
<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

March  24,  2000                        /s/ Thomas  B.  Wilson
----------------                        ----------------------------------------
                                            Thomas  B.  Wilson
                                            Co-Chairman,  President,
                                            Chief Executive Officer and Director


March  24,  2000                        /s/ Hernan  G.  Welch
----------------                        ----------------------------------------
                                            Hernan  G.  Welch
                                            Executive  Vice  President
                                            Finance  and  Administration

March  24,  2000                       /s/ Gretchen  Gronau
----------------                        ---------------------------------------
                                           Gretchen  Gronau
                                           Vice President and  Chief
                                           Financial  Officer

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.

DATE                  TITLE                      SIGNATURE
----                  -----                      ---------

March  24,  2000      Co-Chairman                /s/  James  J.  Wilson
----------------                                 ------------------------------
                                                      James  J.  Wilson

March  24,  2000      Co-Chairman, President,    /s/  Thomas  B.  Wilson
----------------      Chief  Executive  Officer   ------------------------------
                      and  Director                   Thomas  B.  Wilson

March  24,  2000      Vice Chairman and Director /s/  Juan  M.  Rivera
----------------                                  ------------------------------
                                                      Juan  M.  Rivera

March  24,  2000      Director                   /s/  Donald  J.  Kevane
----------------                                 ------------------------------
                                                      Donald  J.  Kevane

March  24,  2000      Director                   /s/  Alberto M. Paracchini
----------------                                 ------------------------------
                                                      Alberto  M.  Paracchini

March  24,  2000      Director                   /s/  Charles  A.  Cupril
----------------                                 ------------------------------
                                                      Charles  A.  Cupril


                                       55
<PAGE>