SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A

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

FOR THE YEAR ENDED DECEMBER 31, 1996         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.)

                         222 Smallwood Village Center
                         St. Charles,  Maryland 20602             
             (Address of Principal Executive Offices and Zip Code)

Registrant's telephone number, including area code:  (301)  843-8600

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 National Market System
beneficial ownership of Class A limited      ("Nasdaq/NMS")
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 26, 1997, the aggregate market value of 2,561,874 Units held by
non-affiliates of the registrant based on the closing price reported on the
NASDAQ was $5,123,748. 

AMENDMENT

     The primary purpose of this amendment is to correct an inadvertent
transposition in three pages of the financial statements of the registrant.

Documents Incorporated By Reference: 

The entire Form 10-K for the year ended December 31, 1996, except for the
three
pages enclosed herein.
(PAGE)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




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

We have audited the accompanying consolidated balance sheets of Equus Gaming
Company L.P. (a Virginia limited partnership) (the Company) and subsidiaries
as
of December 31, 1996 and 1995, and the related consolidated statements of
income
(loss), changes in partners' equity (deficit) and cash flows for each of the
three years in the period ended December 31, 1996.  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 1996 and 1995 financial statements of Galapagos, S.A., which
statements
reflect total assets and total revenues of 4 percent and 23 percent in 1996
and
5 percent and 19 percent in 1995, respectively, of the consolidated totals. 
Those 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 generally accepted auditing
standards. 
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, 1996 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.



Arthur Andersen LLP
March 27, 1997
Washington, D.C.

(PAGE)<PAGE>
                           EQUUS GAMING COMPANY L.P.
                          CONSOLIDATED BALANCE SHEETS

                                  (continued)

                       LIABILITIES AND PARTNERS' DEFICIT
     
                                                        December 31,
                                                 ---------------------------
                                                    1996            1995
                                                 -----------    ------------
LIABILITIES RELATED TO RACE TRACKS:
  First Mortgage Notes-
     Principal, net of bond discount of
       $1,596,261 and $1,760,161, respectively   $66,403,739    $66,239,879
     Accrued interest                                332,918        332,918
  Minority interest in Galapagos                     111,427        816,216
  Notes payable                                      577,388        523,562
  Accounts payable and accrued liabilities         2,157,681      1,092,765
  Accrued income taxes                               437,692        231,980
                                                 -----------    ------------
                                                  70,020,845     69,237,320
                                                 -----------    ------------

LIABILITIES RELATED TO TELEVISION STATIONS:
  Note payable                                         -          1,365,848
  Obligations under TV Purchase Agreements             -            474,661
  Accounts payable and accrued liabilities             -            464,414
                                                 -----------    ------------
                                                       -          2,304,923
                                                 -----------    ------------

OTHER LIABILITIES:
  Unsecured partner's loans                          415,883        211,629
  Notes payable and accrued interest                 500,000        566,885
  Accounts payable and accrued liabilities           287,976        226,710
  Minority interest in HDA                           550,605         63,559
                                                 -----------    ------------
                                                   1,754,464      1,068,783
                                                 -----------    ------------

PARTNERS' DEFICIT:
  General Partners                                  (752,867)      (760,803)
  Limited Partners                               (10,436,112)   (11,027,009)
                                                 -----------    ------------
                                                 (11,188,979)   (11,787,812)
                                                 -----------    ------------
                                                 $60,586,330    $60,823,214
                                                 ===========    ============




                  The accompanying notes are an integral part
                     of these consolidated balance sheets.



<PAGE>
(PAGE)

                           EQUUS GAMING COMPANY L.P.
        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                  FOR THE THREE YEARS ENDED DECEMBER 31, 1996

                                       General      Limited
                                       Partners     Partners      Total
                                      -----------  ------------  ------------
BALANCES, December 31, 1993           $       100  $      -      $        100

  Net loss for the year                (1,494,603)        -        (1,494,603)
 
  Capital contributions                 4,128,582         -         4,128,582

  Distributions to partners-
    Receivable from Land 
      Development Associates 
        S.E. ("LDA")                   (2,933,296)        -        (2,933,296)
  
    Cash                                 (225,000)        -          (225,000)
                                      -----------  ------------  ------------
BALANCES, December 31, 1994              (524,217)        -          (524,217)

  Net loss for the year                   (77,247)     (514,038)     (591,285)

  Issuance of partnership units             -         5,650,000     5,650,000

  Effect of consolidation of HDA         (158,406)  (15,682,238)  (15,840,644)

  Currency translation 
    adjustments                              (933)      (92,388)      (93,321)

  Cash distributions to
    partners                                -          (388,345)     (388,345)
                                      -----------  ------------  ------------
BALANCES, December 31, 1995              (760,803)  (11,027,009)  (11,787,812)

  Net income for the period                 8,272       818,951       827,223

  Currency translation 
    adjustments                              (336)      (33,294)      (33,630)

  Cash distributions to
    partners                                -          (194,760)     (194,760)
                                      -----------  ------------  ------------
BALANCES, December 31, 1996           $  (752,867) $(10,436,112) $(11,188,979)
                                      ===========  ============  ============






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



<PAGE>
(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

July 7, 1997                            /s/ Gretchen Gronau  
-----------------                       ------------------------------
Date                                    Gretchen Gronau
                                        Vice President and Chief
                                        Financial Officer