UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT




     Pursuant  to  Section  13  or  15(d) of the Securities Exchange Act of 1934

     Date  of  Report  (Date  of  earliest event reported)    September 18, 2000



                             COLONIAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


                  VIRGINIA                333-18295             54-1826807
     (State  or  other  jurisdiction     (Commission          (IRS  Employer
            of  incorporation)           File  Number)      Identification No.)


             10515 Colonial Downs Parkway, New Kent, Virginia  23124
                    (Address of principal executive offices)

       Registrant's telephone number, including area code   (804) 966-7223




ITEM  5.     OTHER  EVENTS

     On  September  18,  2000  the  registrant issued the press release attached
hereto  as  Exhibit  A reporting that Stephen Peskoff, one of registrant's seven
members  of  its  Board of Directors, had resigned his position as Director with
registrant  effective  September  14,  2000  in  light  of  other  commitments.

     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  hereto  duly  authorized.


                                          COLONIAL  DOWNS  HOLDINGS,  INC.


September  18,  2000                      /s/  Ian  M.  Stewart
--------------------                      --------------------------------
Date                                      Ian  M.  Stewart,  President



                             Colonial Holdings, Inc.
             10515 Colonial Downs Parkway, New Kent, Virginia 23124

September  18,  2000                                   CONTACT:  Ian  M. Stewart
                                                                 President
FOR  IMMEDIATE  RELEASE                                          (804)  966-7223


          PESKOFF RESIGNS AS DIRECTOR TO PURSUE BUSINESS OPPORTUNITIES

     NEW KENT, Va. --(BUSINESS WIRE)-September 18, 2000--Colonial Holdings, Inc.
(NASDAQ:  SCM: CHLD) which, through its subsidiaries, holds the only licenses to
own  and  operate a pari-mutuel horseracing course and satellite racing centers
in  Virginia announced today that Stephen Peskoff had resigned from its Board of
Directors.  Peskoff,  a  consultant  of  Friedman,  Billings,  Ramsey  & Co. and
President  of  Underhill Investment Corp., resigned his position as Director due
to  demands  from his other commitments.  Mr. Peskoff had been a director of the
Company  since  March  of  1997.