Edgar Filing: ISLE OF CAPRI CASINOS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOLDSTEIN JEFFREY D

2. Issuer Name and Ticker or Trading Symbol
ISLE OF CAPRI CASINOS INC [ISLE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

600 EMERSON ROAD, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2008

(Street)

SAINT LOUIS, MO 63141

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/08/2008		A		588 ⁽¹⁾	A	$ 4.7	811,096	D
Common Stock	10/08/2008		A		1,481 ⁽²⁾	A	$ 4.7	812,577	D
Common Stock	10/08/2008		A		1,290 ⁽³⁾	A	$ 4.7	813,867	D
Common Stock	10/08/2008		A		1,905 ⁽⁴⁾	A	$ 4.7	815,772	D
Common Stock	10/08/2008		A		769 ⁽⁵⁾	A	$ 4.7	816,541	D
Common Stock	10/08/2008		A		1,143 ⁽⁶⁾	A	$ 4.7	817,684	D
Common Stock	10/08/2008		A		1,026 ⁽⁷⁾	A	$ 4.7	818,710	D
Common Stock	10/08/2008		A		10,000	A	$ 20.135	828,710	D
Common Stock								597,252	I	By Trust
Common Stock								756,585	I	Goldstein Group, Inc.
Common Stock								149,141	I	Minor Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to buy)

$ 15.535

10/08/2008

10,000

10/08/2003

10/08/2012

Common Stock

10,000 ⁽⁶⁾

$ 15.535

Stock Options (Right to buy)

$ 20.135

10/08/2008

10,000

10/16/2008

10/16/2017

Common Stock

10,000 ⁽⁴⁾

$ 20.135

Stock Options (Right to buy)

$ 20.18

10/08/2008

5,000

10/07/2006

10/07/2015

Common Stock

5,000 ⁽⁵⁾

$ 20.18

Stock Options (Right to buy)

$ 20.27

10/08/2008

10,000

10/08/2005

10/08/2014

Common Stock

10,000 ⁽³⁾

$ 20.27

Stock Options (Right to buy)

$ 20.55

10/08/2008

10,000

10/10/2004

10/10/2013

Common Stock

10,000 ⁽⁷⁾

$ 20.55

Stock Options (Right to buy)

$ 24.54

10/08/2008

5,000

05/05/2006

05/05/2015

Common Stock

5,000 ⁽¹⁾

$ 24.54

Stock Options (Right to buy)

$ 25.01

10/08/2008

10,000

10/26/2007

10/26/2016

Common Stock

10,000 ⁽²⁾

$ 25.01

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDSTEIN JEFFREY D 600 EMERSON ROAD SUITE 300 SAINT LOUIS, MO 63141	X

Signatures

JeffreyGoldstein		10/10/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(4)	On October 8, 2008, the issuer canceled, pursuant to the issuer's opton exchange program, options granted to the reporting person on 10/16/2007. In exchange for the options, the reporting person received 1,905 of restricted stock. All shares of the restricted stock will generally vest on October 8,2011
(3)	On October 8, 2008, the issuer canceled, pursuant to the issuer's opton exchange program, options granted to the reporting person on 10/8/2004. In exchange for the options, the reporting person received 1,290 of restricted stock. All shares of the restricted stock will generally vest on October 8,2011
(5)	On October 8, 2008, the issuer canceled, pursuant to the issuer's opton exchange program, options granted to the reporting person on 10/7/2005. In exchange for the options, the reporting person received 769 of restricted stock. All shares of the restricted stock will generally vest on October 8,2011
(6)	On October 8, 2008, the issuer canceled, pursuant to the issuer's opton exchange program, options granted to the reporting person on 10/8/2002. In exchange for the options, the reporting person received 1,143 of restricted stock. All shares of the restricted stock will generally vest on October 8,2011
(7)	On October 8, 2008, the issuer canceled, pursuant to the issuer's opton exchange program, options granted to the reporting person on 10/10/2003. In exchange for the options, the reporting person received 1,026 of restricted stock. All shares of the restricted stock will generally vest on October 8,2011
(1)	On October 8, 2008, the issuer canceled, pursuant to the issuer's opton exchange program, options granted to the reporting person on 5/5/2005. In exchange for the options, the reporting person received 588 of restricted stock. All shares of the restricted stock will generally vest on October 8,2011
(2)	On October 8, 2008, the issuer canceled, pursuant to the issuer's opton exchange program, options granted to the reporting person on 10/26/2006. In exchange for the options, the reporting person received 1,481 of restricted stock. All shares of the restricted stock will generally vest on October 8,2011

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.