CENTURY CASINOS, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                        Adopted by the Board of Directors
                                on March 1, 2004



Introduction

     This Code of Business  Conduct and Ethics  ("Code")  covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all directors,  officers and employees
of CENTURY  CASINOS,  INC. (the "Company").  All of our directors,  officers and
employees  must  conduct  themselves  accordingly  and  seek to  avoid  even the
appearance  of  improper  behavior.  The Code  should  also be  provided  to and
followed by the Company's agents and representatives, including consultants.

     If a law  conflicts  with a policy in this Code,  you must  comply with the
law.  If you have any  questions  about  these  conflicts,  you  should ask your
supervisor how to handle the situation.

     Those  who  violate  the   standards  in  this  Code  will  be  subject  to
disciplinary action, up to and including  termination of employment.  If you are
in a situation  which you  believe  may  violate or lead to a violation  of this
Code, follow the guidelines described in Section 16 of this Code.

1. Compliance with Laws, Rules and Regulations

     Obeying the law, both in letter and in spirit,  is the  foundation on which
this  Company's  ethical  standards  are  built.  All  directors,  officers  and
employees  must  respect  and  obey the  laws of the  jurisdictions  in which we
operate. Although not all directors, officers and employees are expected to know
the details of these laws,  it is important to know enough to determine  when to
seek advice from supervisors, managers or other appropriate personnel.

     If requested,  the Company will hold  information and training  sessions to
promote  compliance with laws, rules and regulations,  including insider trading
laws.

2. Conflicts of Interest

     A "conflict of interest" exists when a person's private interest interferes
in any way with the  interests of the Company.  A conflict  situation  can arise
when an employee,  officer or director  takes actions or has interests  that may
make  it  difficult  to  perform  his  or  her  Company  work   objectively  and
effectively.  Conflicts of interest may also arise when an employee,  officer or
director,  or members of his or her family,  receives improper personal benefits
as a result of his or her position in the Company.  Loans to, or  guarantees  of
obligations  of,  employees  and their  family  members may create  conflicts of
interest.

     It is almost  always a conflict of interest for a Company  employee to work
simultaneously  for a competitor,  customer or supplier.  You are not allowed to
work for a competitor  as a consultant  or board  member.  The best policy is to
avoid any direct or indirect business  connection with our customers,  suppliers
or competitors,  except on our behalf. Conflicts of interest are prohibited as a
matter of Company  policy,  except  under  guidelines  approved  by the Board of
Directors.  Conflicts of interest may not always be clear-cut,  so if you have a
question,  you should  consult with higher levels of  management.  Any employee,
officer or director who becomes aware of a conflict or potential conflict should
bring  it to  the  attention  of a  supervisor,  manager  or  other  appropriate
personnel or consult the procedures described in Section 16 of this Code.

3. Insider Trading

     Employees who have access to confidential  information are not permitted to
use or share  that  information  for  stock  trading  purposes  or for any other
purpose except the conduct of our business. All non-public information about the
Company  should  be  considered  confidential  information.  To  use  non-public
information for personal  financial benefit or to "tip" others who might make an
investment  decision on the basis of this  information is not only unethical but
also  illegal.  In order to assist with  compliance  with laws  against  insider
trading,  the Company has adopted a specific policy governing employees' trading
in  securities  of the  Company.  This  policy  has  been  distributed  to every
employee. If you have any questions, please consult the Chief Accounting Officer
of the Company.

4. Corporate Opportunities

     Employees, officers and directors are prohibited from taking for themselves
personally  opportunities  that  are  discovered  through  the use of  corporate
property, information or position without the consent of the Board of Directors.
No employee may use corporate  property,  information,  or position for improper
personal  gain,  and no  employee  may  compete  with the  Company  directly  or
indirectly.  Employees,  officers  and  directors  owe a duty to the  Company to
advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

     We seek  to  outperform  our  competition  fairly  and  honestly.  Stealing
proprietary  information,  possessing trade secret information that was obtained
without the  owner's  consent or inducing  such  disclosures  by past or present
employees of other  companies is prohibited.  Each employee  should  endeavor to
respect the rights of and deal fairly with the Company's  customers,  suppliers,
competitors and employees.  No employee  should take unfair  advantage of anyone
through   manipulation,    concealment,   abuse   of   privileged   information,
misrepresentation  of material  facts, or any other  intentional  unfair-dealing
practice.

     The purpose of business  entertainment and gifts in a commercial setting is
to  create  good  will  and  sound  working  relationships,  not to gain  unfair
advantage  with  customers.  No gift or  entertainment  should  ever be offered,
given,  provided  or  accepted  by any  Company  employee,  family  member of an
employee  or agent  unless it: (1) is not a cash gift,  (2) is  consistent  with
customary  business  practices,  (3) is not  excessive  in value,  (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please  discuss with your  supervisor  any gifts or proposed gifts which you are
not certain are appropriate.

6. Discrimination and Harassment

     The  diversity of the  Company's  employees is a tremendous  asset.  We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include  derogatory  comments  based on  racial or  ethnic  characteristics  and
unwelcome sexual advances.

7. Health and Safety

     The Company  strives to provide each  employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all  employees by following  safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

     Violence and  threatening  behavior  are not  permitted.  Employees  should
report to work in condition to perform their duties,  free from the influence of
illegal drugs or alcohol.  The use of illegal drugs in the workplace will not be
tolerated.

8. Record-Keeping

     The  Company  requires  honest and  accurate  recording  and  reporting  of
information in order to make responsible business decisions.  For example,  only
the true and actual number of hours worked should be reported.

     Many  employees  regularly  use business  expense  accounts,  which must be
documented  and  recorded  accurately.  If you are not sure  whether  a  certain
expense is legitimate, ask your supervisor or your controller.

     All of the Company's books, records, accounts and financial statements must
be maintained in reasonable  detail,  must  appropriately  reflect the Company's
transactions and must conform both to applicable  legal  requirements and to the
Company's  system of internal  controls.  Unrecorded or "off the books" funds or
assets  should  not  be  maintained   unless  permitted  by  applicable  law  or
regulation.

     Business  records and  communications  often become  public,  and we should
avoid   exaggeration,    derogatory   remarks,   guesswork,   or   inappropriate
characterizations  of  people  and  companies  that can be  misunderstood.  This
applies equally to e-mail,  internal memos,  and formal reports.  Records should
always be retained or destroyed  according  to the  Company's  record  retention
policies.  In  accordance  with those  policies,  in the event of  litigation or
governmental   investigation  please  consult  the  Company's  Chief  Accounting
Officer.

9. Confidentiality

     Employees must maintain the  confidentiality  of  confidential  information
entrusted to them by the Company or its  customers,  except when  disclosure  is
authorized by the Chief Executive Officer or agreement or is required by laws or
regulations.  Confidential  information includes all non-public information that
might be of use to competitors,  or harmful to the Company or its customers,  if
disclosed.  It also includes  information  that  suppliers  and  customers  have
entrusted to us. The obligation to preserve  confidential  information continues
even after employment  ends. In connection with this obligation,  every employee
should have executed a confidentiality agreement when he or she began his or her
employment with the Company.

10. Protection and Proper Use of Company Assets

     All employees  should  endeavor to protect the Company's  assets and ensure
their efficient use. Theft, carelessness,  and waste have a direct impact on the
Company's  profitability.  Any  suspected  incident of fraud or theft  should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

     The  obligation of employees to protect the Company's  assets  includes its
proprietary information.  Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service  plans,  engineering  and  manufacturing  ideas,  designs,
databases,  records,  salary information and any unpublished  financial data and
reports.  Unauthorized  use or  distribution of this  information  would violate
Company  policy.  It could also be illegal and result in civil or even  criminal
penalties.

11. Payments to Government Personnel

     The U.S. Foreign Corrupt  Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

     In  addition,  the U.S.  government  has a number  of laws and  regulations
regarding  business   gratuities  which  may  be  accepted  by  U.S.  government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift,  favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense.  State and
local governments,  as well as foreign governments,  may have similar rules. The
Company's Chief Accounting Officer can provide guidance to you in this area.

12. Additional Responsibilities

     In addition to the other provisions of this Code, the Company's  directors,
officers and employees have particular obligations to promote honest and ethical
conduct and to deter  wrongdoing.  All directors,  officers and employees of the
Company shall:

     o    Act honestly and ethically in the  performance  of their duties at the
          Company.

     o    Avoid actual or apparent  conflicts of interest  between  personal and
          professional relationships.

     o    Provide full, fair, accurate,  timely and understandable disclosure in
          reports and documents  that the Company files with, or submits to, the
          SEC and in other public communications by the Company.

     o    Comply  with  rules  and  regulations  of  federal,  state  and  local
          governments  and other  private and public  regulatory  agencies  that
          affect  the  conduct  of the  Company's  business  and  the  Company's
          financial reporting.

     o    Act  in  good  faith,  responsibly,  with  due  care,  competence  and
          diligence,  without  misrepresenting  material  facts or allowing  the
          member's independent judgment to be subordinated.

     o    Respect the  confidentiality of information  acquired in the course of
          work,  except when  authorized  or legally  obligated to disclose such
          information.

     o    Share  knowledge  and  maintain  skills  relevant to carrying  out the
          member's duties within the Company.

     o    Proactively  promote ethical  behavior as a responsible  partner among
          peers and colleagues in the work environment and community.

     o    Achieve  responsible  use of and control over all assets and resources
          of the Company entrusted to the member.

     o    Promptly  bring to the  attention of the Chief  Executive  Officer any
          information  concerning (a) significant  deficiencies in the design or
          operation  of  internal  controls  which  could  adversely  affect the
          Company's ability to record,  process,  summarize and report financial
          data  or (b)  any  fraud,  whether  or  not  material,  that  involves
          management  or  other  employees  who have a  significant  role in the
          Company's financial reporting, disclosures or internal controls.

     o    To contact  the Chief  Executive  Officer,  employees  should  provide
          details  in writing by sending  information  to Dr.  Erwin  Haitzmann;
          email EH@cnty.com; or phone +1 719 689 0333 ext. 200.

13. Waivers of the Code of Business Conduct and Ethics

     Any waiver of this Code for executive  officers or directors of the Company
may be made only by the Audit  Committee of the Board of  Directors  and will be
promptly disclosed as required by law or stock exchange regulation.

14. Reporting any Illegal or Unethical Behavior

     Employees  are  encouraged  to  talk  to  supervisors,  managers  or  other
appropriate  personnel about observed illegal or unethical  behavior and when in
doubt  about the best  course of action  in a  particular  situation.  It is the
policy of the Company not to allow  retaliation  for  reports of  misconduct  by
others made in good faith by  employees.  Employees are expected to cooperate in
internal investigations of misconduct.

15. Complaint Procedures for Financial, Accounting and Audit Matters

     Any person who has complaints or concerns  about the Company's  accounting,
internal  accounting  controls or  auditing  matters,  or who  becomes  aware of
questionable  accounting or auditing matters,  is strongly  encouraged to report
such matters to the Audit Committee of the Board of Directors.

     To raise  complaints or concerns about or report a questionable  accounting
or auditing matter to the Audit  Committee,  employees should provide details in
writing to the  Chairman of the Audit  Committee  of the Board of  Directors  by
sending information to Mr. Robert Eichberg;  1801 California Street, Suite 4650;
Denver, CO 80202; email Eichberg@cdmcpa.com.; phone +1 303 672 9860.

     In order to  facilitate  a  complete  investigation,  employees  should  be
prepared to provide as many details as possible,  including a description of the
questionable practice or behavior,  the names of any persons involved, the names
of possible witnesses,  dates,  times,  places, and any other available details.
The Company encourages all employees with complaints or concerns to come forward
with information and prohibits  retaliation  against employees raising concerns.
Nonetheless, if an employee feels more comfortable doing so, reports may be made
confidentially and/or anonymously in the manner described above.

     Supervisors and managers who become aware of any questionable accounting or
auditing  matters,  or who receive  complaints or concerns from other employees,
must immediately  report them directly to the Audit Committee in accordance with
this policy.  Supervisors  and managers who receive  complaints of  questionable
accounting  or auditing  matters must consult  with the Audit  Committee  before
undertaking  an  investigation  or other action.  The Audit  Committee has final
responsibility  and authority for the investigation and handling of any concerns
or complaints relating to accounting and auditing practices.

     Investigation and Response

     The Audit Committee will oversee the receipt and handling of allegations of
questionable accounting or auditing matters,  including directing an appropriate
investigation and response. Based on its investigation, the Audit Committee will
direct the Company to take prompt and appropriate  corrective action in response
to the  complaint or concern if necessary  to ensure  compliance  with legal and
ethical requirements relating to financial,  accounting and audit matters of the
Company.  If the Audit  Committee  determines  that a  particular  complaint  or
concern is not covered by this policy, it will refer the complaint or concern to
the  Chief  Executive  Officer  of the  Company  for  appropriate  handling  and
response.

     Confidentiality and Non-retaliation

     Reports  of  questionable  accounting  or  audit  practices  will  be  kept
confidential  to the  extent  possible  consistent  with the  Audit  Committee's
obligation to investigate and correct unlawful or unethical  accounting or audit
practices. In order to ensure  confidentiality,  an employee may elect to make a
complaint anonymously.

     The Company will not retaliate or take any form of reprisal
against any person who makes a report pursuant to this policy or who
participates in an investigation regarding a violation of the applicable
securities laws, rules or regulations, or any provision of other laws regarding
fraud against shareholders. Any such retaliation or reprisal by a Company
employee is forbidden. Any employee who retaliates against another employee or a
witness as described above will be subject to discipline, up to and including
discharge. Employees who believe they are subject to retaliation because they
have made a report or participated in an investigation should report such
suspected retaliation to the Audit Committee in the same manner as described
above for the reporting of questionable practices.

     Questions  about this  policy  should be  directed  to the Chief  Executive
Officer of the Company. To contact the Chief Executive Officer, employees should
provide details in writing by sending information to Dr. Erwin Haitzmann;  email
EH@cnty.com; or phone +1 719 689 0333 ext. 200.

16. Compliance Procedures

     We must all work to ensure prompt and consistent action against  violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred.  Since we cannot anticipate every situation that will arise, it is
important  that we have a way to approach a new  question or problem.  These are
the steps to keep in mind:

     o    Make  sure you  have all the  facts.  In  order  to  reach  the  right
          solutions, we must be as fully informed as possible.

     o    Ask yourself:  What  specifically am I being asked to do? Does it seem
          unethical or  improper?  This will enable you to focus on the specific
          question you are faced with, and the  alternatives  you have. Use your
          judgment and common sense;  if something  seems unethical or improper,
          it probably is.

     o    Clarify your  responsibility  and role. In most  situations,  there is
          shared  responsibility.  Are your colleagues informed?  It may help to
          get others involved and discuss the problem.

     o    Discuss the problem with your  supervisor.  This is the basic guidance
          for  all  situations.  In many  cases,  your  supervisor  will be more
          knowledgeable  about the question,  and will appreciate  being brought
          into  the   decision-making   process.   Remember   that  it  is  your
          supervisor's responsibility to help solve problems.

     o    Seek help from Company resources. In the rare case where it may not be
          appropriate to discuss an issue with your supervisor,  or where you do
          not feel  comfortable  approaching your supervisor with your question,
          discuss it locally with your office manager or your [Human  Resources]
          manager.

     o    You may report  ethical  violations in confidence  and without fear of
          retaliation.  If your  situation  requires  that your identity be kept
          secret, your anonymity will be protected.  The Company does not permit
          retaliation  of any kind against  employees  for good faith reports of
          ethical violations.

     o    Always  ask first,  act later:  If you are unsure of what to do in any
          situation, seek guidance before you act.