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                                                                     EXHIBIT 3.1

                                    CHARTER
                                       OF
                  AMERISTAR INTERNATIONAL HOLDINGS CORPORATION

       The undersigned, having capacity to contract and acting as the
Incorporator for the above listed corporation under the Tennessee Business
Corporation Act, adopts the following charter for such corporation:

       1.     The name of the corporation is AMERISTAR INTERNATIONAL HOLDINGS
CORPORATION.

       2.     (a)    The complete address of the corporation initial registered
office in Tennessee is

              1801 West End Avenue
              Nashville, Davidson County, Tennessee, 37203

              (b)    The name of the initial registered agent to be located at
the address listed in 2(a) is:

              Samuel B. Watson

       3.     The name and complete address of the incorporator is

              Sam J. McAllester, III, Esq.
              1500 Nashville City Center
              511 Union Street
              Nashville, Tennessee 37219.

       4.     The complete address of the corporation's principal office is:
              1801 West End Avenue
              Nashville, Davidson County, Tennessee 37203

       5.     The corporation is for profit.

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       6.     The total number of shares that the corporation is authorized to
issue is One Hundred Million (100,000,000) shares of $0.10 par value common
stock which shall have unlimited voting rights and the right to receive the net
assets of the corporation upon dissolution of the corporation.  Dividends are
payable on the common stock when and as declared by the Board of Director.  Each
holder of the common stock shall be entitled to one vote per share of stock.
The common stock shall not have cumulative voting.  No holder of any shares of
the common stock shall have preemptive rights.

       7.     The business and affairs of the corporation shall be managed by a
Board of Directors. The number of directors and their team shall be specified in
the by-laws of the corporation.

       8.     The purposes for which this corporation is organized are to carry
on lawful businesses which the Board of Directors shall select and determine
from time to time, including carrying on such businesses through subsidiary
corporations, through partnership, joint venture and trust agreements entered
into by either the corporation of its subsidiaries, or through any other type of
agreement or form of business enterprise as the Board of Directors may approve.

       9.     A director or officer of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages or expenses
for breach of fiduciary duty as a director, except: (i) for any breach of the
director's

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duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, or (iii) under Section 48-18-304 of the Tennessee Business
Corporation Act.  If the Tennessee Business Corporation Act is amended or
superseded after the filing of this charter to authorize corporate action
further eliminating or limiting the personal liability of a director, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Tennessee Business Corporation Act as so amended
from time to time or by such act as may supersede it.  The affirmative vote of
at least two-thirds (2/3) of the total votes eligible to be cast at a legal
meeting duly called and held, shall be required to amend, repeal or adopt any
provision inconsistent with this provision.  Any repeal or modification of this
provision by the shareholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at the time of
such repeal or modification.

       Dated this 12th day of November, 1997.



                                          /s/ Sam J. McAllester, III
                                          -------------------------------------
                                          Sam J. McAllester, III, Incorporator