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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's initial registered
office in Tennessee is:

                         1801 West End Avenue, Suite 1110
                         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, Suite 1110
                         Nashville, Davidson County, Tennessee 37203

     5.   The corporation is for profit.

     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 Directors. Each holder of
common stock shall be entitled to one vote per share of stock. The common stock
shall preemptive rights.


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

     8.   The purposes for which this corporation is organized to carry on
lawful business which the Board of Directors shall select and determine from
time to time, including arraying on such businesses through subsidiary
corporations, through partnership, joint venture and trust agreements entered
into by either the corporation or 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 branch of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
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 suspended after the filing of this charter to authorize corporate action
further eliminating or limiting the personal 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 many 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
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