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MASHANTUCKET, Conn. - Competition between two of the richest casino-owning
tribes in the country is heating up, as they both brace for new entries in
their lucrative southern New England market.

The Mohegan Indian Tribe and the Mashantucket Pequot Tribal Nation,
Connecticut's first two federally recognized tribes, have been playing
leapfrog in expansion plans and revenues for the better part of a decade.
Now they are both going nationwide.

As the Mohegans press forward with a wholly-owned racino in Pennsylvania
and casino development and management contracts with tribes in Wisconsin
and Washington state, the out-of-state investment arm of the Mashantucket
Pequots is preparing to announce one or more major deals in central
California. Officers of the Foxwoods Development Corporation, a business
entity set up to diversify Mashantucket holdings, have also said they are
looking at a partnership with local businessmen in Pennsylvania, the new
frontier of slot machine gaming, and a tribe in Arizona.

The Mohegans (an offshoot of the Pequots not to be confused with the
Mohicans of the Hudson Valley) have committed $505 million for the purchase
of the aging harness track Pocono Downs near Wilkes-Barre, Pa. The
investment will give the Mohegan Tribal Gaming Authority the right to
develop a 3,000-slot casino on the site, under Pennsylvania's new raci-no
law. The project passed its first regulatory hurdle Dec. 16, 2004 when the
Pennsylvania Harness Racing Commission unanimously approved the $280
million purchase of the racetrack from Penn National Gaming, Inc. (The
Mohegans plan to spend another $175 million in renovating the site and
building the slot parlor and must also pay a $50 million licensing fee to
the state.)

The next hurdle will be to win a license from the Pennsylvania Gaming
Control Board, another offshoot of the state's new legislation. In
preparation, Mohegan Chairman Mark Brown said that members of the tribal
council, who also serve as the Mohegan Tribal Gaming Authority, would apply
for gaming licenses from the state of Connecticut. Brown told the New
London Day, "We probably should have done it from the beginning. We didn't
have to do it because we are a sovereign nation." Connecticut's rigorous
background checks on key casino employees, including reviews of tax and
financial records, business activities and personal and family histories,
are conducted by the State Police Casino & Licensing Unit.

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The Mohegan Tribal Gaming Authority is planning to operate Pocono Downs as
a fully taxed business venture, not as a tribal enterprise. The Mohegans
announced that Robert Soper, a tribal member, would be president of the
Pocono Downs track and casino.

The Mashantucket Pequots, owners of Foxwoods Casino Resort, have set up
Foxwoods Development Corporation as a separate corporation, with a board
consisting of both casino executives and tribal members. Although the
casino officers already have licenses, the tribal members on the board
without one will also apply, a spokesman for the tribe told the New London


UNCASVILLE, Conn. - The Mohegan tribe edged ahead of the Mashantucket
Pequots in casino revenues in November, according to the latest Connecticut
state report of the take from two of the world's largest gaming facilities,
located less than 10 miles apart.

According to the latest report, released in mid-December, the Mohegan Sun
earned $64.8 million at its 6,235 slot machines, compared to the Foxwoods
Resort Casino net take of $62.3 million at its 7,386 slots. Based on the
state compact, which guarantees tribal casinos exclusivity on slot machines
in return for 25 percent of the net drop, the two tribes paid a total of
$31.8 million to the state treasury's Pequot Fund.

The take in November showed a rare decline from the previous year, when the
two casinos took in a net $131.3 million at the slots and paid the state
$32.8 million. Foxwoods President William Sherlock attributed the 4.2
percent decline to the calendar, which gave the month one less weekend this
year. In October, which this year gained two additional weekend days when
playing volume peaks, the net win at Foxwoods increased by $1.8 million
over the previous year.

Sherlock also attributed the peak in October to the casino's $300 million
expansion plan. Foxwoods added 20,000 square feet of gaming in its
Rainmaker Casino addition and opened a new Hard Rock Cafe and 2,100-space
parking garage. The resort is also constructing a luxury 36-hole golf
center across the state highway at Lake of Isles, a former Boy Scout camp
when the tribe bought it several years ago. The Mashantuckets now pay
property taxes to the town of North Stonington on the formerly tax-exempt
1,200 acres and expect the bill to increase sharply when the golf course
opens in the spring.