EXHIBIT 99.12


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE


In re:

Great River Cruise Line, L.L.C.,

                                                        Case Number 01-10963 EIK

                    Debtor.                             Chapter 11



                         STATEMENT OF FINANCIAL AFFAIRS
                    DECLARATION UNDER PENALTY OF PERJURY OF
                RANDALL L. TALCOTT, ON BEHALF OF THE CORPORATION

         I, Randall L. Talcott, Vice President -- Finance of Great River Cruise
Line, L.L.C., the above-captioned debtor and debtor in possession (the
"Debtor"), declare under penalty of perjury that I have read the following
Statement of Financial Affairs, and any attachments thereto, and that it is true
and correct to the best of my knowledge, information and belief. Although every
effort has been made to make the Statement of Financial Affairs accurate and
complete, because of the magnitude and complexity of the task, inadvertent
errors and omissions may exist.


Dated: January 2002                    /s/ Randall L. Talcott
                                       -----------------------------------------
                                       Randall L. Talcott
                                       Vice President -- Finance
                                       Great River Cruise Line, L.L.C.
                                       Two North Riverside Plaza
                                       Chicago, IL 60606-2609


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

  IN RE: GREAT RIVER CRUISE LINE, L.L.C.              CASE NUMBER: 01-10963(EIK)

                         STATEMENT OF FINANCIAL AFFAIRS

Unless otherwise indicated, data is as of the close of business on October 19,
2001 (the "Petition Date").
The Debtor has used its best efforts to compile the information set forth in
this Statement of Financial Affairs from its books and records maintained in the
ordinary course of business. The Debtor reserves the right to amend this
Statement of Financial Affairs as additional information becomes available.
Certain information set forth in this Statement of Financial Affairs is
duplicative of information previously disclosed in the chapter 11 petitions or
related first day papers filed by the debtors and debtors in possession in the
chapter 11 cases jointly administered with the chapter 11 case of Debtor
American Classic Voyages Co., Case Number 01-10954 (collectively, "AMCV"). In
the course of preparing this Statement of Financial Affairs, the Debtor reviewed
and, where appropriate, revised such information, to the best of its ability, to
reflect postpetition accounting adjustments made according to the Debtor's
normal accounting practices.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

  IN RE: GREAT RIVER CRUISE LINE, L.L.C.                  CASE NO: 01-10963(EIK)

 1.        INCOME FROM EMPLOYMENT OR OPERATION OF BUSINESS

  NONE     State the gross amount of income the debtor has received from
   [ ]     employment, trade, or profession, or from operation of the debtor's
           business from the beginning of this calendar year to the date this
           case was commenced. State also the gross amounts received during the
           TWO YEARS immediately preceding this calendar year. (A debtor that
           maintains, or has maintained, financial records on the basis of a
           fiscal rather than a calendar year may report fiscal year income.
           Identify the beginning and the ending dates of the debtor's fiscal
           year).



                 AMOUNT                  SOURCE (IF MORE THAN ONE)
                 ------                  -------------------------
                                      
              $15,138,147.00             01/01/99 - 12/31/99 REVENUES
              $14,705,390.00             01/01/00 - 12/31/00 REVENUES
              $10,000,943.00             01/01/01 - 10/22/01 REVENUES


Interim data has been prepared on an unconsolidated basis. This information is
unaudited.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)

 2.      INCOME OTHER THAN FROM EMPLOYMENT OR OPERATION OF BUSINESS

 NONE    State the amount of income received by the debtor other than from
  [ ]    employment, trade, profession or operation of the debtor's business
         during the TWO YEARS immediately preceding the commencement of this
         case. Give particulars.



             AMOUNT                        SOURCE
             ------                        ------
                                        
          $800,403.00                      01/01/01 - 10/22/01-- NET INTEREST INCOME


The presentation of financial data has been prepared as part of the Debtor's
annual tax filing with the Internal Revenue Service. The tax filings were the
only manner in which financial data was prepared on a consolidating basis for
all Debtor subsidiaries. This information is unaudited. Previously, financial
information was prepared on a consolidated basis for all debtors or for certain
groups of debtors. Consolidated financial statements for American Classic
Voyages Co., and for certain other subsidiaries was audited by the independent
auditors listed in item 19b. Differences between the audited consolidated
financial statements of American Classic Voyages Co. and the information
presented in these schedules for each debtor and non-debtor on a consolidated
basis relates primarily to differences between tax-basis and book-basis
depreciation expense.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

 3.      PAYMENTS TO CREDITORS

 NONE    a. List all payments on loans, installment purchases of goods or
  [ ]    services, and other debts, aggregating more than $600.00 to any
         creditor, made within 90 DAYS immediately preceding the commencement of
         this case.



NAME AND ADDRESS                DATE OF              AMOUNT            AMOUNT
OF CREDITOR                     PAYMENT              PAID              STILL OWING
                                                              


                               - SEE ATTACHMENT -


                         STATEMENT OF FINANCIAL AFFAIRS              Page:1 OF 1
                            3A. PAYMENT TO CREDITORS

DEBTOR:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)



   Creditor                     Check No.            Date              Check Amount
                                                              


In the ordinary course of business during the applicable period, the Debtor paid
the majority of its subsidiaries' and affiliates' obligations through its
centralized cash management system. Under this arrangement, the Debtor paid each
of these obligations out of its bank accounts and then entered into offsetting
transactions through intercompany accounts. The offsetting intercompany
transactions made in the ordinary course of business, as described above, are
not set forth herein.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

  IN RE: GREAT RIVER CRUISE LINE, L.L.C.                  CASE NO: 01-10963(EIK)

 3.      PAYMENTS TO CREDITORS

 NONE    b. List all payments within ONE YEAR immediately preceding the
  [ ]    commencement of this case to or for the benefit of creditors who are or
         were insiders.



NAME AND ADDRESS                DATE OF              AMOUNT            AMOUNT
OF CREDITOR                     PAYMENT              PAID              STILL OWING
                                                              


                               - SEE ATTACHMENT -


                         STATEMENT OF FINANCIAL AFFAIRS              Page:1 of 1
                                  3B. Payment to Insiders

DEBTOR:GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: (01-10963(EIK)



     Creditor                   Check No.            Date              Check Amount       Description
                                                                              


Please refer to the response to Item 3b in the Statement of Financial Affairs of
Debtor American Classic Voyages Co., Case number 01-10954.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

 4.      SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS AND
         ATTACHMENTS

 NONE    a. List all suits and administrative proceedings to which the debtor is
 [ ]     or was a party within ONE YEAR immediately preceding the filing of this
         bankruptcy case.

    CASE #: MDQ1995/002
 CAPTION:
            BUTLER L.B., v. DELTA QUEEN

     COURT:
    NATURE: PERSONAL INJURY
    STATUS: ACTIVE

    CASE #: D19990602143414
   CAPTION:
            GEORGE, SEAN v. DELTA QUEEN

     COURT:
    NATURE: PERSONAL INJURY
    STATUS: ACTIVE

    CASE #: CDQ1999/055
   CAPTION:
            HARTFORD, KEVIN v. DELTA QUEEN

     COURT:
    NATURE: PERSONAL INJURY
    STATUS: ACTIVE

    CASE #: CDQ1998/001
   CAPTION:
            JONES, JENNIFER v. DELTA QUEEN

     COURT:
    NATURE: PERSONAL INJURY
    STATUS: ACTIVE

    CASE #: DQ1999/001
   CAPTION:
            MARTIN, ERMA v. DELTA QUEEN

     COURT:
    NATURE: PERSONAL INJURY
    STATUS: ACTIVE

    CASE #: CDQ2001/038
   CAPTION:
            ZENO, DERRICK v. DELTA QUEEN

     COURT:
    NATURE: PERSONAL INJURY
    STATUS: ACTIVE


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

 4.      SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS AND
         ATTACHMENTS

 NONE    b. Describe all property that has been attached, garnished or seized
  [X]    under any legal or equitable process within ONE YEAR immediately
         preceding the commencement of this case



NAME AND ADDRESS OF PERSON FOR           DATE OF     DESCRIPTION AND VALUE OF
WHOSE BENEFIT PROPERTY WAS SEIZED        SEIZURE     PROPERTY
                                               



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)

 5.      REPOSSESSIONS, FORECLOSURES AND RETURNS

 NONE    List all property that has been repossessed by a creditor, sold at a
  [X]    foreclosure sale, transferred through a deed in lieu of foreclosure or
         returned to the seller, within ONE YEAR immediately preceding the
         commencement of this case.



                                DATE OF REPOSSESSION,
NAME AND ADDRESS OF             FORECLOSURE, SALE,             DESCRIPTION AND VALUE
CREDITOR OR SELLER              TRANSFER OR RETURN             OF PROPERTY
                                                         



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)

 6.      ASSIGNMENTS AND RECEIVERSHIPS

 NONE    a. Describe any assignment of property for the benefit of creditors
  [X]    made within 120 days immediately preceding X the commencement of this
         case.



     NAME AND ADDRESS           DATE OF              TERMS OF ASSIGNMENT
     OF ASSIGNEE                ASSIGNMENT           OR SETTLEMENT
                                               



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

 6.      ASSIGNMENTS AND RECEIVERSHIPS

 NONE    b. List all property which has been in the hands of a custodian,
  [X]    receiver, or court-appointed official within ONE YEAR immediately
         preceding the commencement of this case.



                                NAME AND LOCATION
NAME AND ADDRESS                OF COURT, CASE TITLE        DATE OF    DESCRIPTION AND
OF CUSTODIAN                    AND NUMBER                  ORDER      VALUE OF PROPERTY
                                                              




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 In re:GREAT RIVER CRUISE LINE, L.L.C.                    Case No: 01-10963(EIK)

 7.      GIFTS

 NONE    List all gifts or charitable contributions made within ONE YEAR
 [X]     immediately preceding the commencement of this case except ordinary
         and usual gifts to family members aggregating less than $200 in value
         per individual family member and charitable contributions aggregating
         less than $100 per recipient.



 NAME AND ADDRESS OF PERSON          RELATIONSHIP TO        DATE OF         DESCRIPTION AND
 OR ORGANIZATION                     DEBTOR, IF ANY         GIFT            VALUE OF GIFT
                                                                   



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)

 8.      LOSSES

 NONE    List all losses from fire, theft, other casualty or gambling within ONE
  [X]    YEAR immediately preceding the commencement of this case or since the
         commencement of this case.



                                DESCRIPTION OF CIRCUMSTANCE AND, IF LOSS
DESCRIPTION AND                 WAS COVERED IN WHOLE OR IN                      DATE OF
VALUE OF PROPERTY               PART BY INSURANCE, GIVE PARTICULARS             LOSS
                                                                          



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

  IN RE:GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

 9.      PAYMENTS RELATED TO DEBT COUNSELING OR BANKRUPTCY

 NONE    List all payments made or property transferred by or on behalf of the
 [ ]     debtor to any persons, including attorneys, for consultation concerning
         debt consolidation, relief under the bankruptcy law or preparation of a
         petition in bankruptcy within ONE YEAR immediately preceding the
         commencement of this case.



   NAME AND ADDRESS             DATE OF PAYMENT, NAME OF               AMOUNT OF MONEY OR DESCRIPTION
   OF PAYEE                     PAYOR, IF OTHER THAN DEBTOR            AND VALUE OF PROPERTY
                                                                 


The preparation of the Debtor's chapter 11 petition and related consultation
were paid in conjunction with the provision of similar services to the Debtor's
affiliate, Debtor American Classic Voyages Co., Case Number 01-10954. See Item 9
in American Classic Voyages Cos. Statement of Financial Affairs regarding
relevant payment information.


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                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

10.      OTHER TRANSFERS

 NONE    List all other property, other than property transferred in the
  [X]    ordinary course of the business or financial affairs of the debtor,
         transferred either absolutely or as security within one year
         immediately preceding the commencement of this case.



NAME AND ADDRESS OF TRANSFEREE,                                   DESCRIBE PROPERTY TRANSFERRED
RELATIONSHIP TO DEBTOR                    DATE                    AND VALUE RECEIVED
                                                            



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

11.      CLOSED FINANCIAL ACCOUNTS

 NONE    List all financial accounts and instruments held in the name of the
  [X]    debtor or for the benefit of the debtor which were closed, sold, or
         otherwise transferred within ONE YEAR immediately preceding the
         commencement of this case. Include checking, savings, or other
         financial accounts, certificates of deposit, or other instruments,
         shares and share accounts held in banks, credit unions, pension funds,
         cooperatives, associations, brokerage houses and other financial
         institutions.



   NAME AND ADDRESS                                                        AMOUNT AND DATE
   OF INSTITUTION                    TYPE AND NUMBER OF ACCOUNT            OF CLOSING
                                                                     



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

12.      SAFE DEPOSIT BOXES

 NONE    List each safe deposit or other box or depository in which the debtor
  [X]    has or had securities, cash, or other valuables  within ONE YEAR
         immediately preceding the commencement of this case.



                                                                                           DATE OF
NAME AND ADDRESS OF BANK        NAME AND ADDRESS OF THOSE WITH       DESCRIPTION OF        TRANSFER OR
OR OTHER DEPOSITORY             ACCESS TO BOX OR DEPOSITORY          CONTENTS              SURRENDER, IF ANY
                                                                                  



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                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

13.      SET-OFFS

 NONE    List all set-offs made by any creditor, including a bank, against a
  [X]    debt or deposit of the debtor within 90 days preceding the commencement
         of this case.



    NAME AND ADDRESS OF
    CREDITOR                         DATE OF SET-OFF               AMOUNT OF SET-OFF
                                                             



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

14.      PROPERTY HELD FOR ANOTHER PERSON

 NONE    List all Property owned by another person that the debtor holds or
  [X]    controls.



   NAME AND ADDRESS                 DESCRIPTION AND VALUE           LOCATION OF
   OF OWNER                         OF PROPERTY                     PROPERTY
                                                              



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

15.      PRIOR ADDRESS OF DEBTOR

 NONE    If the debtor has moved within the two years immediately preceding the
  [X]    commencement of this case, list all premises which the debtor occupied
         during that period and vacated prior to the commencement of this case.



ADDRESS                             NAME USED                           DATES OF OCCUPANCY
                                                                  
                                                                        From:
                                                                          To:



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

16.      SPOUSES AND FORMER SPOUSES

 NONE    If the debtor resides or resided in a community property state,
 [X]     commonwealth, or territory (including Alaska, Arizona, California,
         Idaho, Louisiana, Nevada, New Mexico, Puerto Rico, Texas, Washington,
         or Wisconsin) within the six-year period immediately preceding the
         commencement of this case, identify the name of the debtor's spouse and
         of any former spouse who resides or resided with the debtor in the
         community property state.

NAME


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

17.      ENVIRONMENTAL INFORMATION
         For the purpose of this question, the following definitions apply:

         "Environmental Law" means any federal, state or local statute or
         regulation regulating pollution, contamination, releases of hazardous
         or toxic substances, wastes or material into the air, land soil,
         surface water, ground water, or other medium, including but not limited
         to, statutes or regulation regulating the cleanup of these substances,
         wastes, or material.

         "Site" means any location, facility, or property as defined under any
         Environmental Law, whether or not presently or formerly owned or
         operated by the debtor, including, but not limited to, disposal sites.
         "Hazardous Material" means anything defined as a hazardous waste,
         hazardous substance, toxic substance, hazardous material, pollutant, or
         contaminant or similar term under Environmental Law.

 NONE    a. List the name and address of every site for which the debtor has
 [X]     received notice in writing by a governmental unit that it may be
         liable or potentially liable under or in violation of an Environmental
         Law. Indicate the governmental unit, the date of the notice, and, if
         known , the Environmental Law.



SITE NAME                  NAME AND ADDRESS                    DATE OF           ENVIRONMENTAL
AND ADDRESS                OF GOVERNMENTAL UNIT                NOTICE            LAW
                                                                        



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                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)

17.      ENVIRONMENTAL INFORMATION

 NONE    b. List the name and address of every site for which the debtor
  [X]    provided notice to a governmental unit of a release of Hazardous
         Material. Indicate the governmental unit to which the notice was sent
         and the date of the notice.



SITE NAME                 NAME AND ADDRESS               DATE OF             ENVIRONMENTAL
AND ADDRESS               OF GOVERNMENTAL UNIT           NOTICE              LAW
                                                                    



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)

17.      ENVIRONMENTAL INFORMATION

 NONE    c. List all judicial or administrative proceedings, including
  [X]    settlements or orders, under any Environmental Law with respect to
         which the debtor is or was a party. Indicate the name and address of
         the governmental unit that is or was a party to the proceeding, and the
         docket number.



NAME AND ADDRESS                DOCKET                STATUS OR
OF GOVERNMENTAL UNIT            NUMBER                POSITION
                                                



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

18.      NATURE, LOCATION AND NAME OF BUSINESS

 NONE    a. If the debtor is an individual, list the names, addresses, taxpayer
 [X]     identification numbers, nature of the business, and beginning and
         ending dates of all businesses in which the debtor was an officer,
         director, partner, or managing executive of a corporation, partnership,
         sole proprietorship, or was a self-employed professional within the six
         years immediately preceding the commencement of this case, or in which
         the debtor owned 5 percent or more of the voting or equity securities
         within SIX YEARS immediately preceding the commencement of this case.

         If the debtor is a partnership, list the names, addresses, taxpayer
         identification numbers, nature of the businesses, and beginning and
         ending dates of all businesses in which the debtor was a partner or
         owned 5 percent or more of the voting or equity securities, within the
         SIX YEARS immediately preceding the commencement of this case.

         If the debtor is a corporation, list the names, addresses, taxpayer
         identification numbers, nature of the businesses, and beginning and
         ending dates of all businesses in which the debtor was a partner or
         owned 5 percent or more of the voting or equity securities, within the
         SIX YEARS immediately preceding the commencement of this case.



NAME AND                   TAXPAYER          NATURE OF                  BEGINNING &
ADDRESS                    ID NUMBER         BUSINESS                   ENDING DATES
                                                               



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

18.      NATURE, LOCATION AND NAME OF BUSINESS

 NONE    b. Identify any business listed in response to subdivision a., above,
  [X]    that is "single asset real estate" as defined in 11 U.S.C. ss. 101.



NAME                       ADDRESS
                        



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

         The following questions are to be completed by every debtor that is a
         corporation or partnership and by any individual debtor who is or has
         been within six years immediately preceding the commencement of this
         case, any of the following: an officer, director, managing executive,
         or owner of more than 5 percent of the voting or equity securities of a
         corporation, a partner, other than a limited partner, of a partnership,
         a sole proprietor or otherwise self-employed.

         (An individual or joint debtor should complete this portion of the
         statement only if the debtor is or has been in business, as defined
         above, within the six years immediately preceding the commencement of
         this case. A debtor who has not been in business within those six years
         should go directly to the signature page.)

19.      BOOKS, RECORDS AND FINANCIAL STATEMENTS

 NONE    a. List all bookkeepers and accountants who within the TWO YEARS
 [ ]     immediately preceding the filing of this bankruptcy case kept or
         supervised the keeping of books of account and records of the debtor.



NAME AND ADDRESS                             DATES SERVICE RENDERED
                                          
JOHN M. RAU                                  06/94 - 07/01
3151 NORTH LINCOLN AVENUE, #306
CHICAGO  IL  60657

NICHOLAS J. DAVISON                          12/99 - PRESENT
SAN MICHELE, APARTMENT 2108
1301 SAINT TROPEZ CIRCLE
WESTON  FL  33326

RANDALL L. TALCOTT                           10/98 - PRESENT
4641 NORTH MAGNOLIA AVENUE, #2N
CHICAGO  IL  60640



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                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

19.      BOOKS, RECORDS AND FINANCIAL STATEMENTS

 NONE    b. List all firms or individuals who within two years immediately
 [ ]     preceding the filing of this bankruptcy case have audited the books of
         account and records, or prepared a financial statement of the debtor.



NAME                                ADDRESS                    DATES SERVICE RENDERED
                                                         
KPMG PEAT MARWICK LLP               303 EAST WACKER DRIVE      ENTIRE PERIOD COVERED
                                    CHICAGO  IL  60601


(*) The Debtor's financial information is generally recorded and reported on a
consolidated basis and is included in the quarterly, annual and other reports of
American Classic Voyages Co. While an opinion of independant auditors was not
rendered on the financial statements of the Debtor in the two years preceding
the filing of this bankruptcy case, the consolidated books of American Classic
Voyages Co. (including the accounts of this Debtor) were audited by the firm
listed above.


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                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

19.      BOOKS, RECORDS AND FINANCIAL STATEMENTS

 NONE    c. List all firms or individuals who at the time of the commencement of
 [ ]     this case were in possession of the books of account and records of the
         debtor. If any of the books of account and records are not available,
         explain.



NAME                                ADDRESS
                                 
NICHOLAS J. DAVISON                 SAN MICHELE, APARTMENT 2108
                                    1301 SAINT TROPEZ CIRCLE
                                    WESTON  FL  33326

RANDALL L. TALCOTT                  4641 NORTH MAGNOLIA AVENUE, #2N
                                    CHICAGO  IL  60640



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

19.      BOOKS, RECORDS AND FINANCIAL STATEMENTS

 NONE    d. List all financial institutions, creditors and other parties,
 [ ]     including mercantile and trade agencies, to whom a financial statement
         was issued within the TWO YEARS immediately preceding the commencement
         of this case by the debtor.



NAME AND ADDRESS                                     DATES ISSUED
                                                  
  BANK OF NEW YORK
  ONE WALL STREET, 19TH FLOOR                        VARIOUS
  NEW YORK  NY  10286

  BANK ONE, LOUISIANA NATIONAL BANK
  201 ST. CHARLES AVENUE, 28TH FLOOR                 VARIOUS
  NEW ORLEANS  LA  70170

  CREDIT AGRICOLE INDOSUEZ
  55 EAST MONROE, 47TH FLOOR                         VARIOUS
  CHICAGO  IL  60603

  HIBERNIA NATIONAL BANK
  313 CARONDELET STREET                              VARIOUS
  NEW ORLEANS  LA  70130

  J.P. MORGAN CHASE & CO.
  227 WEST MONROE, SUITE 2700                        VARIOUS
  CHICAGO  IL  60606

  NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
  2021 SPRING ROAD                                   VARIOUS
  OAK BROOK  IL  60523


During the applicable period, with certain exceptions, American Classic Voyages
Co. has periodically submitted its financial statements to the Securities and
Exchange Commission, on a consolidated basis. As a result, the Debtor's
consolidated financial statements are publicaly available. In addition, American
Classic Voyages Co. generally provides its consolidated financial statements
directly to its primary lenders and, in certain circumstances, to other parties
in the ordinary course of business, including in support of requests for
extensions of trade credit.


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                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

20.      INVENTORIES

 NONE    a. List the dates of the last two inventories taken of your property,
 [ ]     the name of the person who supervised the taking of each inventory, and
         the dollar amount and basis of each inventory.



DATE OF           INVENTORY                           DOLLAR AMOUNT OF INVENTORY
INVENTORY         SUPERVISOR                          (Specify cost, market or other basis)
                                                


The dates of the last two inventories taken of the Debtor's property and the
persons who supervised the taking of such inventories are unknown. The book
value of the inventories is stated in the Statement of Assets and Liabilities
for the Debtor.


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                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

20.      INVENTORIES

 NONE    b. List the name and address of the person having possession of the
 [ ]     records of each of the two inventories reported in a., above.



                           NAME AND ADDRESS OF CUSTODIAN
DATE OF INVENTORY          OF INVENTORY RECORDS
                        


The dates of the last two inventories taken of the Debtor's property and the
persons who supervised the taking of such inventories are unknown. The book
value of the inventories is stated in the Statement of Assets and Liabilities
for the Debtor.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

21.      CURRENT PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS

 NONE    a. If the debtor is a partnership, list the nature and percentage of
  [X]    partnership interest of each member of the partnership.



NAME AND ADDRESS                    NATURE OF INTEREST                  PERCENTAGE OF INTEREST
                                                                  



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

21.      CURRENT PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS

 NONE    b. If the debtor is a corporation, list all officers and directors of
  [ ]    the corporation, and each stockholder who directly or indirectly owns,
         controls, or holds 5 percent or more of the voting or equity securities
         of the corporation.



                                                                   NATURE AND PERCENTAGE
NAME AND ADDRESS                    TITLE                          OF STOCK OWNERSHIP
                                                             
DQSB II, INC.                       MANAGING MEMBER                OWNER
5835 BLUE LAGOON DRIVE                                             1%
MIAMI  FL  33126

THE DELTA QUEEN STEAMBOAT CO.       MANAGING MEMBER                OWNER
5835 BLUE LAGOON DRIVE                                             99%
MIAMI  FL  33126



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

22.      FORMER PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS

NONE    a. If the debtor is a partnership, list each member who withdrew from
 [X]     the partnership within one year immediately preceding the commencement
         of this case.



NAME                            ADDRESS                                DATE OF WITHDRAWAL
                                                                 



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

22.      FORMER PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS

 NONE    b. If the debtor is a corporation, list all officers or directors whose
 [ ]     relationship with the corporation terminated within ONE YEAR
         immediately preceding the commencement of this case.



NAME                            TITLE                                  DATE OF TERMINATION
                                                                 




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

23.      WITHDRAWAL FROM A PARTNERSHIP OR DISTRIBUTIONS BY A CORPORATION

 NONE    If the debtor is a partnership or corporation, list all withdrawals or
  [ ]    distributions credited or given to an insider, including compensation
         in any form, bonuses, loans, stock redemptions, options exercised and
         any other perquisite during ONE YEAR immediately preceding the
         commencement of this case.



NAME AND ADDRESS OF RECIPIENT        DATE AND PURPOSE                  AMOUNT OF MONEY OR DESCRIPTION
AND RELATIONSHIP TO DEBTOR           OF  WITHDRAWAL                    AND VALUE OF PROPERTY
                                                                 


Please see response to Item 3b in the Statement of Financial Affairs of Debtor,
American Classic Voyages Co., Case Number 01-10954.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE:GREAT RIVER CRUISE LINE, L.L.C.                    CASE NO: 01-10963(EIK)

24.      TAX CONSOLIDATION GROUP

 NONE    If the debtor is a corporation, list the name and federal taxpayer
  [X]    identification number of the parent corporation of X any consolidated
         group for tax purposes of which the debtor has been a member at any
         time within the SIX YEAR period immediately preceding the commencement
         of the case.



NAME OF PARENT CORPORATION                   TAXPAYER IDENTIFICATION NUMBER
                                          



                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                   Page 1 of 1

 IN RE: GREAT RIVER CRUISE LINE, L.L.C.                   CASE NO: 01-10963(EIK)

25.      PENSION FUNDS

 NONE    If the debtor is not an individual, list the name and federal taxpayer
  [X]    identification number of any pension fund to which the debtor, as an
         employer, has been responsible for contributing at any time within the
         SIX-YEAR period immediately preceding the commencement of the case.



NAME OF PENSION FUND                         TAXPAYER IDENTIFICATION NUMBER