SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                   For the Quarter Ended: February 28, 2001
                           Commission File Number N/A

                         Louisiana Casino Cruises, Inc.
             (Exact name of registrant as specified in its charter)


      Louisiana                                        72-1196619
- -------------------------------                -----------------------------
(State or other jurisdiction of                (I.R.S. Employer Identification
 organization or incorporation)                          Number)


                              1717 River Road North
                          Baton Rouge, Louisiana 70802
          (Address of principal executive offices, including zip code)

                                (225) 709-7777
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports  and  (2)  has  been  subject  to  such  filing
requirements for the past 90 days.

           YES          X                 NO
                      -----                  -----


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.



Common Stock, no par value
       per share                                       982,783
- --------------------------                -------------------------------
         Class                            Outstanding as of April 9, 2001







                         LOUISIANA CASINO CRUISES, INC.


                                      INDEX


                                                          PAGE NO.


Part I     Financial Information


      Balance Sheets.........................................1

      Statements of Operations...............................2

      Statement of Changes in Shareholders' Equity...........3

      Statements of Cash Flows...............................4

      Notes to Financial Statements..........................5

      Management's Discussion and Analysis of Financial
      Condition and Results of Operations....................9

      Quantitative and Qualitative Disclosures About
      Market Risk...........................................10

Part II    Other Information................................11

Signatures..................................................12





                         LOUISIANA CASINO CRUISES, INC.
                                 BALANCE SHEETS
                             (dollars in thousands)





                                         February 28,  November 30,
                                           2001           2000
                                         ---------      ---------
ASSETS
                                         (unaudited)
Current assets:
    Cash and cash equivalents          $   24,907     $   25,159
    Receivables, less allowance for
      doubtful accounts of $268 and
      $235, respectively                      606            466
    Prepaid expenses and other
      current assets                        1,284            825
    Inventories                               153            143
    Deferred tax asset - current              585            484
                                         ---------      ---------
         Total current assets              27,535         27,077

Property and equipment, at cost, less
  accumulated depreciation of $25,748
  and $24,571, respectively                43,701         42,887
Other assets                                1,168          1,293
                                         ---------      ---------
         Total assets                  $   72,404     $   71,257
                                         =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                     $    3,870     $    2,132
  Accrued liabilities                       2,957          3,932
  Accrued interest                          1,458          2,915
  Other current liabilities                   382            310
                                         ---------      ---------
         Total current liabilities          8,667          9,289

Senior secured notes                       53,000         53,000
Deferred tax liability                      4,718          4,757
                                         ---------      ---------
         Total liabilities                 66,385         67,046

Shareholders' equity:
    Common stock, no par value:
      10,000,000 shares authorized;
      982,783 shares issued and
      outstanding                               1             1
    Preferred Stock:
      50,000 shares authorized; no
      shares issued and outstanding             -             -
    Retained earnings                       6,018         4,210
                                         ---------     ---------
Total shareholders' equity                  6,019         4,211
                                         ---------     ---------
        Total liabilities and
          shareholders' equity         $   72,404    $   71,257
                                         =========     =========


                     The accompanying notes are an integral
                       part of these financial stateents.

                                       1





                         LOUISIANA CASINO CRUISES, INC.
                            STATEMENTS OF OPERATIONS
                  (dollars in thousands, except per share data)
                                   (unaudited)


                                       Three Months Ended
                                    February 28,    February 29,
                                       2001            2000
                                    ---------       ---------
   Revenues:
       Casino                     $   24,284      $   22,871
       Food and beverage               1,582           1,928
       Other                             174             174
                                    ---------       ---------
                                      26,040          24,973
       Less: promotional allowance     1,328           1,570
                                    ---------       ---------
       Net revenues                   24,712          23,403
                                    ---------       ---------
   Costs and expenses:
       Casino                         11,156          10,241
       Food and beverage                 253             340
       Selling, general and
         administrative                6,482           6,655
       Depreciation and amortization   1,177           1,421
                                    ---------       ---------
   Total operating expenses           19,068          18,657
                                    ---------       ---------
       Operating income                5,644           4,746
   Other income (expense):
       Interest income                   212             107
       Interest expense               (1,499)         (1,523)
                                    ---------       ---------
   Income before provision for
     income taxes                      4,357           3,330
   Provision for income taxes          1,664           1,307
                                    ---------       ---------
   Net income                     $    2,693      $    2,023
                                    =========       =========
   Basic and diluted earnings per share:
       Earnings per share         $     2.74      $     2.05
                                    =========       =========

   Weighted average common
     shares outstanding              982,783         984,883
                                    =========       =========
   Weighted average common
     equivalent shares outstanding   982,783         984,883
                                    =========       =========

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

                                       2







                         LOUISIANA CASINO CRUISES, INC.
                 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                             (dollars in thousands)
                                   (unaudited)




                                  Common Stock
                               ----------------   Retained
                               Shares    Amount   Earnings      Total
                               -------   -------  ----------  ---------


Balance at November 30, 2000   982,783   $    1   $   4,210   $ 4,211

Common stock dividends              -         -        (885)     (885)

Net income                          -         -       2,693     2,693
                               -------  -------  ----------   ---------

Balance at February 28, 2001   982,783   $    1   $   6,018   $ 6,019
                               =======  =======  ==========   =========











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

                                       3





                         LOUISIANA CASINO CRUISES, INC.
                             STATEMENT OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)



                                             Three Months Ended
                                            ---------------------
                                          February 28,   February 29,
                                             2001           2000
                                          ---------       ----------
Net income                             $     2,693      $     2,023

Net cash flows from operating activities:
  Depreciation and amortization              1,177            1,421
  Amortization of deferred costs                41               41
  Provision for doubtful accounts               33               30
  Increase in receivables                     (173 )           (202 )
  Increase in inventories                      (10 )            (19 )
  Decrease in income tax receivables             -              487
  Increase in prepaid expenses and
    other assets                              (375 )           (151 )
  Decrease (increase) in deferred tax
    asset                                     (101 )            102
  Decrease in accrued interest              (1,457 )         (1,458 )
  Increase (decrease) in accounts
    payable and other liabilities              796             (210 )
                                          ---------       ----------
      Net cash provided by operating
        activities                           2,624            2,064
                                          ---------       ----------

Cash flows from investing activities:
  Capital expenditures                      (1,991 )         (1,547 )
                                          ---------       ----------
      Net cash used by investing
        activities                          (1,991 )         (1,547 )
                                          ---------       ----------

Cash flows from financing activities:
  Common stock dividends                      (885 )          (532 )
                                          ---------       ----------
      Net cash used by financing
        activities                            (885 )          (532 )
                                          ---------       ----------

Net decrease in cash and cash
  equivalents                                 (252 )           (15 )
Cash and cash equivalents, at
  beginning of period                       25,159          17,697
                                          ---------       ----------

Cash and cash equivalents, at end of
  period                               $    24,907     $    17,682
                                          =========       ==========

Supplemental disclosure of cash flow information:

Cash paid for interest                 $     2,915     $     2,915
                                          =========      ==========
Cash paid for income taxes             $         -     $         -
                                          =========      ==========

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

                                       4








                         LOUISIANA CASINO CRUISES, INC.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

      Louisiana Casino Cruises, Inc. (the "Company"),  a Louisiana  corporation,
was formed in August 1991,  for the purpose of developing  and operating  gaming
activities in Louisiana.  The Louisiana  Gaming  Control Board (the "Board") has
granted the Company a license to conduct riverboat gaming  activities.  On March
29, 2001,  the Board approved  relicensing of the Company  through July 18, 2005
(see  Note  4).  The  Company  owns and  operates  one of two  riverboat  gaming
facilities in Baton Rouge,  Louisiana (the "Casino Rouge").  The Casino Rouge is
managed by CRC Holdings,  Inc.,  doing business as Carnival  Resorts and Casinos
("CRC"), an experienced operator of gaming facilities and owner of approximately
60% of the Company's common stock, no par value.

      A description  of the  organization  and  operations  of the Company,  the
significant accounting policies followed and the financial condition and results
of  operations as of November 30, 2000,  are contained in the audited  financial
statements  included in the annual report filed on Form 10-K.  The  accompanying
unaudited financial  statements for the three months ended February 28, 2001 and
February 29, 2000, should be read in conjunction with the 2000 audited financial
statements and the related notes thereto.

      The  unaudited  financial  statements  as of February 28, 2001 and for the
three month periods ended February 28, 2001 and February 29, 2000, and the notes
thereto have been  prepared in accordance  with  generally  accepted  accounting
principles for interim  financial  information and Rule 10-01 of Regulation S-X.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) have been included to present fairly,  in all material  respects,  the
financial position of the Company as of February 28, 2001 and the results of its
operations  and its cash flows for the three month  periods  ended  February 28,
2001 and February 29, 2000.  Operating results for the three month periods ended
February 28, 2001 and February 29, 2000, are not  necessarily  indicative of the
results that may be expected for a full year.

      On July  31,  2000,  the  Company  announced  that  CRC and the  Company's
minority  shareholders had signed definitive  agreements for CRC and the Company
to be acquired by Penn  National  Gaming,  Inc.  ("Penn")  (NASDAQ:  PENN).  The
definitive agreements provide for the acquisition to be consummated on or before
October 31, 2001,  although there can be no assurances that the transaction will
ever be  consummated.  The  transaction is subject to financing,  regulatory and
other approvals and other customary closing conditions. Financing and regulatory
approvals  from the Board and the Alcohol and Gaming  Commission of Ontario have
been obtained  while  consent from the Chippewas of Mnjikaning  First Nation has
been  withheld.  CRC and Penn are pursuing all options  available to obtain this
consent  although there can be no assurances that this consent will be obtained.
Penn owns,  operates  and  conducts  wagering at its Penn  National  Racecourse,
Pocono  Downs  Racetrack  and  ten  off-track  wagering  ("OTW")  facilities  in
Pennsylvania.   Penn  also  owns  and  operates   Charles  Town  Races,  a  live
thoroughbred  racing  facility in Jefferson  County,  West Virginia,  which also
features approximately 2,000 slot machines. On August 8, 2000, Penn acquired the
Casino Magic hotel, casino, golf resort and marina in Bay St. Louis, Mississippi
and  the  Boomtown   Biloxi   casino  in  Biloxi,   Mississippi   from  Pinnacle
Entertainment,  Inc. (NYSE: PNK). Penn serves as the exclusive U.S. wagering hub
operator for the TrackPower direct-to-home pari-mutual digital satellite service
(Dish Network),  which also  distributes  races conducted at Penn facilities and
certain races simulcast through Penn.

PROMOTIONAL ALLOWANCES

      The estimated  direct costs of providing  promotional  allowances for food
and  beverage and other items have been  classified  as casino costs and totaled
$810,000 and $885,000 for the three month  periods  ended  February 28, 2001 and
February 29, 2000, respectively.
                                       5




NEW ACCOUNTING STANDARDS

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards ("SFAS"),  No. 133,  "Accounting for Derivative
Instruments and Hedging  Activities".  SFAS No. 133  establishes  accounting and
reporting standards for derivative instruments and is, as amended, effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. The Company's
adoption of SFAS No. 133 in the quarter ended  February 28, 2001,  had no effect
on its financial condition, results of operations or cash flows.

NOTE 2 - SENIOR SECURED NOTES

      Pursuant  to the  indenture,  dated as of January  27,  1999,  between the
Company  and U.S.  Bank  Trust  National  Association,  as  Trustee  (the  "1999
Indenture"),  the Company issued in a private placement,  $55,000,000 of its 11%
Senior  Secured Notes (the "1999  Notes"),  due December 1, 2005, in an offering
under  Rule  144A  under  the  Securities   Act  of  1933,   with  interest  due
semi-annually beginning June 1, 1999. The Company exchanged the privately issued
1999 Notes in May 1999 for $55,000,000 in aggregate  principal of new,  publicly
tradable 1999 Notes.  The new 1999 Notes are identical in all material  respects
to the privately issued 1999 Notes,  other than certain  provisions  relating to
registration  rights  and  related  liquidated  damages.  The  Company  used the
proceeds to redeem  $50,000,000 of the Company's Senior Secured  Increasing Rate
Notes,  due December 1, 2001,  and for general  corporate  purposes.  On May 28,
1999,  the  Company  repurchased  $2,000,000  of the  1999  Notes  at a cost  of
$2,010,000 plus accrued  interest.  On March 5, 2001, the Company  cancelled the
repurchased 1999 Notes.

      The 1999 Notes are  collateralized  by substantially  all of the Company's
assets,  other than  certain  identified  excluded  assets.  The 1999  Indenture
includes  certain  covenants  which  limit the  ability of the  Company  and its
restricted  subsidiaries,  (as defined in the 1999 Indenture) subject to certain
exceptions,  to: (i) incur additional indebtedness;  (ii) pay dividends or other
distributions, repurchase capital stock or other equity interest or subordinated
indebtedness; (iii) enter into certain transactions with affiliates; (iv) create
certain  liens or sell certain  assets;  and (v) enter into certain  mergers and
consolidations.

      Under the terms of the 1999 Indenture, after December 1, 2002, the Company
may, at its option,  redeem all or some of the 1999 Notes at a premium that will
decrease  over time from 105.5% to 100% of their face  amount,  plus accrued but
unpaid  interest.  Prior to December 1, 2001,  if the  Company  publicly  offers
certain equity  securities the Company may, at its option,  apply certain of the
net proceeds from those transactions to the redemption of up to one-third of the
principal  amount of the notes at 111% of their face amount,  plus interest.  If
the Company goes  through a change in control  (which for these  purposes  would
include the proposed transactions  involving the Company and Penn), it must give
holders of the notes the  opportunity to sell their notes to the Company at 101%
of their face amount, plus interest.

      On February 20, 2001,  Penn  commenced a cash tender offer to purchase all
of the 1999 Notes,  and a related  consent  solicitation  to  eliminate  certain
restrictive  covenants and related  provisions in the 1999 Indenture pursuant to
which the 1999 Notes were issued.  On March 6, 2001,  Penn announced that all of
the  holders of the 1999 Notes had  tendered  notes and  delivered  consents  in
connection with Penn's tender offer and consent  solicitation.  The tender offer
and the  effectiveness  of the  related  amendments  to the 1999  Indenture  are
conditioned upon, among other things, consummation by Penn of its acquisition of
CRC and the Company. The principal purpose of the tender offer is to permit Penn
to acquire all the outstanding 1999 Notes in connection with Penn's  acquisition
of CRC and the Company.

      The total  consideration  payable pursuant to the tender offer and consent
solicitation will be calculated using a fixed spread of 50 basis points over the
bid side yield on the 5 5/8% U.S.  Treasury  Note due November 30, 2002,  on the
second  business day  immediately  preceding the expiration  date which has been
extended to April 12, 2001.  The total  consideration  includes a consent fee of
$30 per $1,000 principal amount of the 1999 Notes. Under the terms of the tender
offer and consent  solicitation,  holders may not deliver  consents without also
tendering their 1999 Notes.
                                       6




NOTE 3 - GAMING TAX INCREASE

    On March 22, 2001, the Louisiana  Legislature  passed a riverboat gaming tax
increase.  The increase raised the riverboat gaming tax beginning April 1, 2001,
on the nine  riverboat  casinos in southern  Louisiana  from 18.5% to 21.5%.  In
return, these riverboats are no longer required to cruise when weather and water
conditions allow for safe cruising.  For the five riverboat  casinos in northern
Louisiana,  the riverboat gaming tax increase is being phased in over a 25-month
period.  Effective  April 1,  2001,  their  riverboat  gaming tax rate is 19.5%,
followed by an annual increase of 1% on April 1, 2002 and 2003.  These boats are
currently allowed to remain dockside due to low water levels at their locations.

NOTE 4 - EARNINGS PER COMMON SHARE

      For the three month periods ended February 28, 2001 and February 29, 2000,
basic and diluted earnings per share are calculated, in accordance with SFAS No.
128, "Earnings per Share," by dividing net income by the weighted average common
shares outstanding.

NOTE 5 - CONTINGENCIES

      The Company's  original  five-year gaming license for the Casino Rouge was
up for renewal in July 1999. On June 15, 1999, the Company received  conditional
license approval from the Board until the completion of their investigation.  On
March 29, 2001, the Board approved  relicensing of the Company  through July 18,
2005,  with two conditions.  The first  condition  relates to CRC officer Robert
Sturges.  The Board  stipulated  that Mr.  Sturges shall not  participate in the
day-to-day management and operation of the Company until the Board has a hearing
as to whether this condition can be rescinded. The Company has advised the Board
that it will abide by the results of the hearing.  The second condition  relates
to Capitol Lake Properties,  Inc.  ("CLP"),  the landlord of the leased property
where Casino Rouge is located.  The Board  stipulated that the Company shall use
good faith efforts to require CLP to comply with all suitability requirements of
the  Board  and  the  Division  of  the  Louisiana  Attorney  General's  Office.
Additionally,  the Board required that if a final judgement by a Louisiana court
determines  that it would not be a default under the  Company's  lease with CLP,
the Company shall deposit rental  payments and other sums due CLP into escrow or
the registry of the court until  further  order of the court or the Board.  CLP,
which  previously  objected to submitting to a suitability  investigation by the
Board,  caused the Company,  on or about  November 29, 2000, to file suit in the
19th  Judicial  District  Court of  Louisiana  against  CLP. In its action,  the
Company seeks a declaratory  judgment that CLP must, as a matter of law,  submit
to a suitability  investigation by the Board, and a declaration of what, if any,
obligations  CLP has  under  its  lease  with the  Company  to  submit to such a
suitability   investigation.   The  Company  intends  to  prosecute  the  action
vigorously, but it is not possible to determine the outcome of the litigation at
this time.

      The Company is also involved in various legal proceedings, however, in the
opinion of management,  the resolution of these matters will not have a material
effect on the  financial  position,  results of  operations or cash flows of the
Company.


NOTE 6 - DIVIDENDS

      The Company paid the following dividends on its common stock:

                  Payment            Dividend      Aggregate
                    Date             Per Share      Payment
                -------------        ----------   -------------

                December 6, 2000       $0.90      $   885,000
                March 5, 2001          $1.32      $ 1,297,000


                                       7




NOTE 7 - INCOME TAXES

      The components of the provision for income taxes were as follows:

                                         Quarter Ended
                                    (dollars in thousands)
                                 ------------------------------
                                 February 28,    February 29,
                                     2001            2000
                                 --------------  --------------
Tax provision:
  Current tax provision                $ 1,804         $ 1,072
  Deferred tax provision                  (140 )           235
                                 --------------  --------------

Total provision for income tax         $ 1,664         $ 1,307
                                 ==============  ==============


                                       8




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

      Except for historical  information contained herein, the matters discussed
herein  are  forward  looking  statements  made  pursuant  to  the  safe  harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
statements involve risks and  uncertainties,  including but not limited to risks
relating to local and  regional  economic and  business  conditions,  changes in
interest rates,  changes or developments in laws,  regulations or taxes, actions
taken or to be taken by third parties,  competition, the unpredictability of the
effects of increased  competition and unlimited dockside gaming, the loss of any
licenses or permits,  delays associated with the pending transaction between CRC
Holdings,  Inc., doing business as Carnival Resorts and Casinos ("CRC") and Penn
National Gaming,  Inc. (NASDAQ:  PENN), or other factors discussed  elsewhere in
this report and the  documents  filed by the  Company  with the  Securities  and
Exchange  Commission.  These factors may cause the  Company's  results to differ
materially  from the  statements  made in this report or otherwise made by or on
behalf of the Company.

General

       The Company owns and operates a riverboat gaming facility in Baton Rouge,
Louisiana (the "Casino Rouge").  The Casino Rouge is one of two riverboat gaming
facilities in Baton Rouge. Current Louisiana legislation authorizes 15 riverboat
casinos statewide and one land-based casino in New Orleans.  In addition,  three
casinos  operate in Louisiana on Native  American land under compact  agreements
with the state.  The Casino Rouge opened on December 28, 1994.  The Casino Rouge
is managed by CRC, an  experienced  operator of gaming  facilities  and owner of
approximately 60% of the Company's common stock, no par value per share.

Results of Operations

      Three  months  ended  February  28,  2001,  compared to three months ended
February 29, 2000

      The Company's taxable casino revenues increased 6.2% while customer counts
decreased  2.3%, for the three months ended  February 28, 2001,  compared to the
three months ended February 29, 2000. According to public reports filed with the
Louisiana Gaming Control Board,  the Company's  competitor's  riverboat  taxable
casino revenues and customer counts increased 5.8% and 1.4%,  respectively,  for
the three  months ended  February  28, 2001,  compared to the three months ended
February 29, 2000.  Those public  reports also state that the Company's  overall
share of the Baton Rouge gaming  market for the three months ended  February 28,
2001, and February 29, 2000, was 57.9% and 57.8% of taxable casino  revenues and
57.0% and 57.9% of admissions, respectively.

      The Company's  casino  revenues were  $24,284,000  and $22,871,000 for the
three month periods ended February 28, 2001 and February 29, 2000, respectively.
The main  component  of the  increase  was due to a change  in the mix of gaming
machines to include  additional  lower  denomination  machines,  which generated
additional  revenue.  Win per passenger for the three months ended  February 28,
2001,  increased  8.7% to $62.38  compared to $57.41 for the three  months ended
February 29, 2000.

      Casino  expenses for the three months ended February 28, 2001 and February
29, 2000, were  $11,156,000 and  $10,241,000,  respectively,  which  represented
45.9% and 44.8%,  respectively,  of casino  revenues.  Overall  casino  expenses
increased  during the 2001 period primarily due to an increase in gaming win and
increased promotional giveaways.

      Selling,  general and  administrative  expenses for the three months ended
February 28, 2001, were  $6,482,000  compared to $6,655,000 for the three months
ended  February 29, 2000.  The decrease in selling,  general and  administrative
expenses was mainly due to a decrease in marketing costs.

                                       9




      Depreciation and amortization expenses for the three months ended February
28, 2001 and February 29, 2000, were  $1,177,000 and  $1,421,000,  respectively.
The decrease was mainly due to equipment being fully depreciated.

Liquidity and Capital Resources

      During the three months ended  February  28, 2001,  the Company  generated
$2,624,000 of cash flows from operations as compared to $2,064,000 for the three
months ended February 29, 2000.  The increase in cash flows from  operations was
primarily due to an increase in net income.

      Cash flows used by investing  activities  were  $1,991,000 and $1,547,000,
respectively,  for the three  months  ended  February  28, 2001 and February 29,
2000. The increase in the use of funds was primarily due to capital expenditures
related to renovation of the first floor of the embarkation facility.

      Financing  activities  for the three  months  ended  February 28, 2001 and
February 29, 2000,  used cash flows of $885,000 and $532,000,  respectively,  to
pay dividends on the Company's common stock.

      The Company  believes that cash on hand and  operating  cash flows will be
sufficient to fund its current operations, capital expenditures and debt service
obligations.  As a result of debt  restrictions,  the  ability of the Company to
incur additional indebtedness to fund operations or to make capital expenditures
is limited.  To the extent that cash flow from  operations  is  insufficient  to
cover cash requirements, the Company may be required to curtail or defer certain
capital  expenditures  under  these  circumstances,  which could have an adverse
effect on the Company's operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Not applicable.

                                       10




 PART II
                                OTHER INFORMATION

Item 1.    Legal Proceedings

      In connection with the condition  placed upon the Company's gaming license
by the Louisiana Gaming Control Board (the "Board"),  the Company shall use good
faith efforts to require Capitol Lake  Properties,  Inc.  ("CLP"),  the landlord
under the Company's  lease, to comply with all  suitability  requirements of the
Board and the Division of the Louisiana Attorney General's Office. Additionally,
the Board  required that if a final  judgement by a Louisiana  court  determines
that it would not be a default under the  Company's  lease with CLP, the Company
shall deposit rental payments and other sums due CLP into escrow or the registry
of the  court  until  further  order  of the  court  or the  Board.  CLP,  which
previously  objected to submitting to a suitability  investigation by the Board,
caused the Company,  on or about  November  29,  2000,  to file suit in the 19th
Judicial  District  Court of Louisiana  against CLP. In its action,  the Company
seeks a  declaratory  judgment  that CLP must,  as a matter of law,  submit to a
suitability  investigation  by the Board,  and a  declaration  of what,  if any,
obligations  CLP has  under  its  lease  with the  Company  to  submit to such a
suitability   investigation.   The  Company  intends  to  prosecute  the  action
vigorously, but it is not possible to determine the outcome of the litigation at
this time.

Item 2.    Changes in Securities and Use of Proceeds

      On February 20, 2001, Penn National Gaming,  Inc. ("Penn") (NASDAQ:  PENN)
commenced a cash tender offer to purchase  all  outstanding  $53,000,000  of the
Company's 11% Senior Secured Notes (the "1999 Notes"), due December 1, 2005, and
a related consent  solicitation to eliminate certain  restrictive  covenants and
related  provisions in the indenture,  dated as of January 27, 1999, between the
Company  and U.S.  Bank  Trust  National  Association,  as  Trustee  (the  "1999
Indenture"). On March 6, 2001, Penn announced that all holders of 1999 Notes had
tendered notes and delivered consents in connection with Penn's tender offer and
consent  solicitation.  The tender  offer and the  effectiveness  of the related
amendments  to the 1999  Indenture  are  conditioned  upon,  among other things,
consummation by Penn of its acquisition of CRC Holdings, Inc., doing business as
Carnival Resorts and Casinos ("CRC").  The principal purpose of the tender offer
is to permit Penn to acquire all the  outstanding  1999 Notes in connection with
Penn's acquisition of CRC and the Company.

      The total  consideration  payable  pursuant to Penn's tender offer will be
calculated  using a fixed  spread of 50 basis  points over the bid side yield of
the 5 5/8% U.S.  Treasury Note due November 30, 2002, on the second business day
immediately  preceding the expiration date. The total  consideration  includes a
consent fee of $30 per $1,000 principal amount of 1999 Notes. Under the terms of
the tender  offer and consent  solicitation,  holders  may not deliver  consents
without also tendering their 1999 Notes.

Item 3.    Defaults Upon Senior Securities

      None

Item 4.    Submission of Matters to a Vote of Security Holders

      None

Item 5.    Other Information

      None

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Item 6.    Exhibits and Reports on Form 8-K

(a)   Exhibits - Exhibit 4.1 Supplemental Indenture dated as of March 5, 2001,
         between the registrant and U.S. Bank Trust National Association,
         as trustee.

      (b)     Reports on Form 8-K - None

      Exhibit No.         Description
      -----------         --------------------------------------------------
      4.1                 Supplemental Indenture dated as of March 5, 2001,
                            between the registrant and U.S. Bank Trust National
                            Association, as trustee.


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    LOUISIANA CASINO CRUISES, INC.


      Dated: April 9, 2001         By:   \S\  W. Peter Temling
                                         ---------------------
                                         W. Peter Temling,
                                         Chief Financial Officer



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