SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For  the fiscal year ended:  December 31, 1999        Commission File No 0-22290
                                                      ---------------
                              CENTURY CASINOS,  INC.
                             -----------------------
                 (Name of small business issuer in its charter)

                         Delaware                            84-1271317
          -----------------------          ----------------------------
          (State  or  other jurisdiction of      (I.R.S. Employer Identification
           incorporation  or  organization)       No.)

                200 - 220 E. Bennett Ave., Cripple Creek, CO 80813
              ----------------------------------------------------
           (Address  of  principal  executive  offices)  (Zip code)

                                  (719) 689-9100
                                 ---------------
                (Issuer's telephone number, including area code)

   Securities Registered Pursuant to Section 12(b) of the Exchange Act:  None.
      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

             Common Stock, $.01 Par Value, and 1994 Class I Warrants
             -------------------------------------------------------
                               (Title of classes)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing requirements for the past 90 days.  Yes [ X ]  No [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained  in this form and no disclosure will be contained, to
the  best  of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [  X  ]

State  the  issuer's  revenues  for  its  most  recent fiscal year:  $23,584,171

The  aggregate market value of the voting common stock held by non-affiliates of
the  Registrant  on  February 25, 2000, was approximately $11,073,000 based upon
the average of the reported closing bid and asked price of such shares on Nasdaq
for  that date.  As of February 25, 2000, there were 14,486,889 shares of common
stock  outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Part III incorporates by reference from the
Registrant's  Definitive  Proxy  Statement  for  its  2000  Annual  Meeting  of
Stockholders  to  be  filed  with the Commission within 120 days of December 31,
1999.

                                        1
<PAGE>
Item  1.     Business.
-------      --------

GENERAL

     Century Casinos, Inc. and its subsidiaries (the "Company"), own and operate
a  limited-stakes  gaming  casino in Cripple Creek, Colorado, manage a casino in
the  Marriott  Hotel  in  Prague,  Czech  Republic,  and regularly pursue gaming
opportunities  internationally  and in the United States. Prior to July 1, 1996,
the  Company's  operations  in  Cripple  Creek  consisted  of  Legends  Casino
("Legends"),  which the Company had acquired on March 31, 1994, through a merger
with  Alpine Gaming, Inc. ("Alpine").  On July 1, 1996, the Company acquired the
net  assets of Gold Creek Associates, L.P. ("Gold Creek"), the owner of Womack's
Saloon  &  Gaming  Parlor ("Womacks"), which was adjacent to Legends.  Following
the  acquisition  of  Womacks,  both  properties  were  renovated  to facilitate
operation  and marketing of the combined properties as one casino under the name
"Womacks/Legends Casino."  The Company's operating revenue for 1999 and 1998 was
derived  principally  from  its  casino  operations  in  Cripple  Creek. See the
Consolidated  Financial  Statements  and  the  notes  thereto  included  herein.

     The  Company  was  formed in 1992 to acquire ownership interests in, and to
obtain  management  contracts  with  respect  to,  gaming  establishments.  The
Company,  formerly  known  as  Alpine,  is  a  result  of a business combination
completed  on March 31, 1994, pursuant to which Century Casinos Management, Inc.
("Century  Management")  shareholders  acquired  approximately  76%  of the then
issued  and  outstanding  voting stock of the Company, and all officer and board
positions  of  the  Company  were  assumed  by  the  management  team of Century
Management.  Effective  June  7,  1994,  the  Company reincorporated in Delaware
under  the  name  "Century  Casinos, Inc."  Because the Company is the result of
this  transaction, the Company's business has been combined with that of Century
Management, and references herein to the Company refer to the combined entities,
unless  the  context  otherwise  requires.

          Century  Management  was  founded  in  1992 by a team of career gaming
executives  who  had  worked primarily for an Austrian gaming company that owned
and  operated  casinos throughout the world. These persons held the positions of
chief  executive  officer,  deputy  to  the  chief executive office and managing
director.

     Information  contained  in  this  Form  10-KSB  contains  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995,  which  can  be  identified  by  the  use of words such as  "may," "will,"
"expect,""anticipate,"  "estimate"  or  "continue,"  or  variations  thereon  or
comparable  terminology.  In  addition, all statements, other than statements of
historical  facts,  that  address  activities,  events  or developments that the
Company  expects,  believes  or anticipates will or may occur in the future, and
other  such  matters,  are  forward-looking  statements.

     The  future  results  of  the  Company  may  vary  materially  from  those
anticipated  by  management,  and may be affected by various trends and factors,
which  are  beyond  the  control  of  the  Company.  These  risks  include  the
competitive  environment in which the Company operates, the Company's dependence
upon  the  Cripple  Creek,  Colorado  gaming market, the effects of governmental
regulation  and  other  risks  described  herein.


                                        2
<PAGE>
PROPERTY  AND  PROJECT  DESCRIPTIONS

     WOMACKS/LEGENDS  CASINO,  CRIPPLE  CREEK,  COLORADO.

     On July 1, 1996, the Company purchased substantially all of the assets, and
assumed  substantially  all  of  the  liabilities,  of  Gold Creek, the owner of
Womacks  in Cripple Creek, Colorado. Following the Company's acquisition of Gold
Creek,  the Womacks property was consolidated with the Company's Legends Casino,
and  the  combined  properties have been operated and marketed since then as one
casino  under  the name "Womacks/Legends Casino." Management implemented certain
consolidation,  expansion  and capital improvement programs. The Company created
openings  in the common walls in order to open up and integrate the gaming areas
of  Legends and Womacks; expanded the existing player tracking system of Womacks
to  include  all  of  the  Legends  gaming  devices;  added  and promoted gaming
activities  on  second  floor  areas;  made  general  interior enhancements; and
installed  additional  gaming  devices  and replaced older generation equipment.

     Womacks/Legends  Casino  is  located  at  200 to 220 East Bennett Avenue in
Cripple  Creek, Colorado. The lots comprising 200 to 210 East Bennett Avenue are
owned  by  wholly-owned  subsidiaries of the Company and are collateralized by a
first  mortgage  held  by  Wells  Fargo  Bank.  See  Note  5 to the Consolidated
Financial  Statements  for  further  information.

     The  Company  holds  a  leasehold  interest  in  the  real  property  and
improvements  located  at 220 East Bennett Avenue.  An unaffiliated third party,
as  fee  owner  of the property, granted first and second deeds of trust for the
benefit  of  Park  State  Bank  ("Park") and Community Banks of Colorado Cripple
Creek  ("Community"), respectively.  The third party then leased the property to
Teller  Realty,  Inc.  ("Teller") and granted to Teller an option to acquire the
fee  interest  in  the property.  Teller subsequently executed a sublease to the
property  with Gold Creek, and granted to Gold Creek a suboption to purchase the
property  through  Teller's  purchase  option.  The  Company's  wholly-owned
subsidiary  which  purchased  the  assets  of Gold Creek, WMCK Acquisition Corp.
("WMCK"),  has  executed  separate subordination, non-disturbance and attornment
agreements  with  each  of Park and Community, pursuant to which WMCK has agreed
that its interest in the sublease is subordinate to the liens arising out of the
deeds  of  trust  in  the fee estate in favor of Park and Community.  In return,
Park  and Community have each agreed (i) not to disturb WMCK's possessory rights
in  and  to  the  property, and (ii) to honor the sublease and suboption, should
either  foreclose  on  their  respective lien, so long as WMCK is not in default
under  the  sublease,  and  so  long  as  WMCK attorns to Park, Community or any
purchaser  at  a  foreclosure.  The  sublease, as assigned to WMCK, provides for
monthly  rental  payments  of  $16,000,  and  expires  on  June  20, 2005 unless
terminated  earlier  by  WMCK  with  12  months'  notice.  The  suboption may be
exercised  at the expiration of the sublease at an exercise price of $1,500,000.
Teller,  the  third  party,  Gold  Creek  and  WMCK  have  executed a four-party
agreement  evidencing  the  assignment of the sublease and suboption, as well as
the consent to these assignments.  None of the above entities other than WMCK is
affiliated  with  the  Company.

     In  June  1998, the Company acquired 22,000 square feet of land (the "Hicks
Property")  from  an unaffiliated third party.  The property, which is zoned for
gaming,  is  adjacent to Womacks/Legends Casino.  A partially-completed building
structure  that  occupied  a portion of the land was subsequently razed, and the
entire  property  has  been improved to provide the first paved customer parking
spaces  in  the  Cripple  Creek  market.  The purchase price of $3.6 million was
financed  through the Company's revolving credit facility with Wells Fargo Bank.

                                        3
<PAGE>


Womacks/Legends  Casino  currently  has approximately 608 slot and video devices
and  eight  gaming  tables  with  the  potential  to add approximately 60 gaming
positions  without  conducting  any  substantial  construction.  Womacks/Legends
Casino  has 150 feet of frontage on Bennett Avenue, the main gaming thoroughfare
in  Cripple Creek, and 110 feet of frontage on Second Street, with approximately
40,000  square  feet  of  floor  space.

     In  the  fourth  quarter  of  1999,  the  Company  began  construction of a
two-story  building  in  Cripple Creek, which is expected to be completed in the
second quarter of 2000.  The building, with an estimated total cost of $900,000,
will  house  the  Company's  corporate  headquarters  and  "The Womacks Center -
Cripple  Creek."  Located  next  to  the  Womacks/Legends  Casino,  the 500-seat
Womacks  Center  is  the first of its kind in Cripple Creek and is surrounded by
parking  lots  controlled  by the Company.  Under the terms of an agreement with
the  City  of Cripple Creek, the City will operate and market the center for its
own  account  and  will  schedule meetings, conventions, shows and other special
events  on  a  year-round  basis.

     Management  believes  that,  in addition to providing an adequate number of
hotel rooms, an integral component in attracting gaming patrons to Cripple Creek
is  the  availability  of  adequate, nearby parking spaces.  Management believes
that  it  has  secured  or  will  be  able  to  secure  adequate parking for the
operations  of  Womacks/Legends  Casino.  The  Company  presently owns or leases
several hundred parking spaces, with an additional 100 spaces becoming available
with  the impending purchase of two nearby parcels of land in the second quarter
of  2000.

     In  1997,  the  Company exercised its purchase option to acquire three lots
(formerly  known  as  the "Wright Property"), consisting of 8,250 square feet of
land  across  the street from Womacks/Legends Casino, for $785,000 in cash. This
acquisition  provides  the  Company  with  30  additional  parking  spaces.

     The  Company  leases  99 contiguous parking spaces from the City of Cripple
Creek.  Annual  rent  payments total $90,000 and the lease agreement, as amended
on  February  17,  2000,  expires  on  May  31,  2010.  The agreement contains a
purchase option whereby the Company may purchase the property for $3.25 million,
less  cumulative  lease  payments, at any time during the remainder of the lease
term.  The  Company  has  paved  the property and currently uses it for customer
parking.

     In  March  1999, the Company entered into a purchase option agreement for a
piece  of  property,  located  in  Cripple  Creek across Bennett Avenue from its
Womacks/Legends  Casino.  The  agreement,  as amended in February 2000, provides
for  an  option  period  through  March  31,  2004 and an exercise price of $1.5
million,  less  50%  of  cumulative  option  payments through the exercise date.

     In  November  1999,  the  Company  entered  into a contract to purchase two
parcels  of land located near the Womacks/Legends Casino for $1.85 million.  The
purchase  is  expected  to  be completed in the second quarter of 2000.  The two
parcels  will  provide  an  estimated  additional  100 parking spaces for casino
patrons.


                                        4
<PAGE>

     CASINO  MILLENNIUM,  PRAGUE,  CZECH  REPUBLIC

     In  January  1999,  the Company reached a 20-year definitive agreement with
Casino  Millennium  a.s.,  a  Czech company, and with B.H. Centrum a.s., a Czech
subsidiary  of  Bau  Holding AG, one of the largest construction and development
companies  in  Europe,  to  operate  a casino in the five-star Marriott Hotel in
Prague,  Czech  Republic.  The  Company  provides  casino management services in
exchange  for  10%  of  the  casino's  gross  revenue,  and  has provided gaming
equipment  for  45%  of the casino's net profit.  The hotel and casino opened in
July  1999.

In  January  2000,  the Company entered into a memorandum of agreement to either
acquire  a  50%  ownership  interest  in Casino Millennium a.s. or to form a new
joint  venture  with B.H. Centrum a.s., which joint venture would acquire all of
the  assets  of Casino Millennium.  The Company anticipates that the transaction
would  be  completed  in  2000.


     ADDITIONAL  COMPANY  PROJECTS

     In addition to Womacks/Legends Casino in Cripple Creek, Colorado and Casino
Millennium  in  Prague,  Czech  Republic,  the Company has a number of potential
gaming  projects in various stages of development.  Along with the capital needs
of  these  potential  projects,  there  are  various  other risks which, if they
materialize,  could  materially adversely affect a proposed project or eliminate
its  feasibility  altogether. For example, in order to conduct gaming operations
in  most jurisdictions, the Company must first obtain gaming licenses or receive
regulatory  clearances.  To  date,  the  Company has obtained gaming licenses or
approval  to  operate  gaming  facilities in Colorado, Louisiana, on an American
Indian  reservation  in California, and in the Czech Republic.  While management
believes  that  the  Company  is  licensable in any jurisdiction, each licensing
process  is  unique  and  requires  a significant amount of funds and management
time.  The licensing process in any particular jurisdiction can take significant
time and expense through licensing fees, background investigation costs, fees of
counsel  and  other  associated  preparation costs. Moreover, should the Company
proceed  with a licensing approval process with industry partners, such industry
partners  would  be  subject  to regulatory review as well. The Company seeks to
satisfy  itself  that  industry  partners are licensable, but cannot assure that
such  partners  will, in fact, be licensable. Additional risks before commencing
operations  include the time and expense incurred and unforeseen difficulties in
obtaining  suitable  sites,  liquor  licenses,  building  permits,  materials,
competent  and able contractors, supplies, employees, gaming devices and related
matters.  In  addition,  certain  licenses include competitive situations where,
even  if the Company is licensable, other factors such as the economic impact of
gaming  and  financial  and  operational  capabilities  of  competitors  must be
analyzed  by  regulatory  authorities.  All  of  these risks should be viewed in
light  of  the  Company's  limited  staff  and  limited  capital.

     Also,  the  Company's ability to expand to additional locations will depend
upon  a number of factors, including, but not limited to: (i) the identification
and  availability  of  suitable  locations,  and  the  negotiation of acceptable
purchase,  lease,  joint  venture  or other terms; (ii) the securing of required
state and local licenses, permits and approvals, which in some jurisdictions are
limited  in number; (iii) political factors; (iv) the risks typically associated
with any new construction project; (v) the availability of adequate financing on
acceptable  terms;  and  (vi)  for  locations outside the United States, all the
risks  of  foreign  operations,  including  currency  controls, unforeseen local
regulations,  political  instability  and  other  related  risks.  Certain
jurisdictions  issue  licenses  or  approval  for  gaming operations by inviting
proposals  from  all interested parties, which may increase competition for such
licenses  or  approvals.  The  development of dockside and riverboat casinos may
require  approval  from  the  Army  Corps  of  Engineers  and will be subject to
significant  Coast  Guard  regulations  governing design and operation.  Most of
these  factors are beyond the control of the Company.  As a result, there can be

                                        5
<PAGE>

no assurance that the Company will be able to expand to additional locations or,
if  such  expansion  occurs,  that  it will be successful.  Further, the Company
anticipates  that  it  will  continue  to expense certain costs, which have been
substantial  in  the  past  and may continue to be substantial in the future, in
connection  with the pursuit of expansion projects, and may be required to write
off  any  capitalized  costs  incurred  in  connection  with  these  ventures.

     The  following  describes  other  activities  of  the  Company.

     SOUTH  AFRICA.  Recently  enacted  legislation in South Africa provides for
the  award  of  up  to  40  casino licenses throughout the country. To date, the
Company  has  entered  into  agreements  with various local consortia to provide
consulting  services  during the application phase, as well as casino management
services  should  the  Company's  partners  be  awarded  one  or  more licenses.

     An  application  for  a  casino license in Caledon, province of the Western
Cape,  was filed in October 1999 with the Western Cape Gambling and Racing Board
by Caledon Casino Bid Company (Pty) Limited ("CCBC").  The Company's subsidiary,
Century  Casinos  Africa  (Pty)  Ltd  "CCA"), will have a 50% equity interest in
CCBC, by virtue of an agreement entered into between CCA and CCBC, together with
various  affiliated  entities.  On  February  16,  2000,  the Western Cape Board
awarded  Successful Applicant status to CCBC.  The final license is to be issued
upon  the  provision,  within  60  days  of that date, of the required financial
guarantees  and the satisfaction of certain other conditions precedent which are
primarily  procedural  in  nature.  CCBC  anticipates  that  it  will be able to
satisfy  the conditions precedent to the award within the time stipulated.  Upon
the  award  of the final license, the Company (through CCA) is obligated to fund
R10  million  (South  African  Rands) of equity and R15 million in loans to CCBC
(approximately  US$1,630,000  and  US$2,445,000,  respectively,  based  on  the
December 31, 1999 currency exchange rate).  In December 1999, in anticipation of
a  successful application, the Company entered into a ten-year casino management
agreement  with  CCBC,  which  agreement may be extended at the Company's option
for  multiple  ten-year periods.  The Company will earn management fees based on
percentages of annual gaming revenue and earnings before interest, income taxes,
depreciation,  amortization  and  certain  other  costs.

An  application  was filed in June 1997 with the Gambling and Betting Board (the
"Board")  in  the  province  of Gauteng for a hotel/casino resort in the greater
Johannesburg  area.  Silverstar  Development Ltd. ("Silverstar"), the consortium
to  which  the Company is the contracted casino management partner, and in which
the Company holds a minority equity interest, had submitted an application for a
proposed  $70  million,  1,700  gaming position hotel/casino resort development.
The  Board  had  awarded  all  six casino licenses by the end of April 1998, and
Silverstar  was  not  awarded  one  of  the  licenses.  The  Company recorded an
impairment  allowance  against its entire equity investment in Silverstar in the
amount  of $196,022 in the first quarter of 1998.  Silverstar subsequently filed
a  legal  action  with  the  High  Court  of  South  Africa  (the  "High Court")
challenging  the  decision of the Gauteng Board and the provincial government in
their  failure  to  award a casino license to Silverstar on the grounds that the
decision-making  process  was  legally deficient.  In March 1999, the High Court
overturned  the  previous  license award that had been sought by Silverstar, and
remanded  the  licensing  process  for  the  West  Rand region to the provincial
government.  The  competing  license applicant appealed the ruling, but in April
1999,  the High Court rejected the request for leave to appeal its March ruling.
This  defendant also made no request for leave to appeal with the Appeals Court,
the  final  court  of  appeal.  In  June  1999,  the  Executive  Council  of the
provincial  government  resolved  not  to  concur  with  the  Gauteng  Board's
recommendation  of  the  competing  applicant.  In  July  1999,  the  competing
applicant  instituted  action  in  the  Court  seeking to overturn the Executive
Council's decision.  No date has yet been set for a hearing in the High Court of
the  competing  applicant's  complaint.  There  can be no certainty regarding an
award  of this gaming license or that this license will ultimately be awarded to
Silverstar.

                                        6
<PAGE>

Another  application  was filed in January 1998, by the Company's partner, Great
North  Resorts  Limited,  for  a  casino  license in Pietersburg, the provincial
capital  of  the  Northern  Province.  If successful in receiving a license, the
Company  would provide consulting/management services with respect to the casino
operations  of  a  proposed  $40 million casino, hotel, entertainment and resort
complex  pursuant  to  a  five-year agreement commencing with the opening of the
permanent casino.  The Company would also provide consulting/management services
with  respect  to  the  operations  of a temporary casino during the development
phase  of the resort complex.  The Company would earn fees based on a percentage
of  annual  gaming  revenue.  The  Company has no significant additional capital
obligations  with  respect  to  this  application.  The licensing process in the
Northern  Province has been overturned as a result of a successful action in the
High  Court  initiated  by a competing applicant.  There remains the possibility
that  this decision may be appealed by the provincial authorities and the future
of  the  whole  licensing  process  is  presently  unclear.

     RIVERBOAT DEVELOPMENT AGREEMENT - INDIANA.  - In December 1995, the Company
sold  its  80%  interest in Pinnacle Gaming Development Corp. ("Pinnacle") to an
affiliate  of  Hilton Gaming Corporation and Boomtown, Inc. ("Hilton/Boomtown").
Pinnacle had been pursuing a riverboat gaming license application in Switzerland
County, Indiana. Upon signing the agreement, the Company received a cash payment
of  $80,000 and recognized a gain on the sale of its investment of $26,627.  The
agreement provided for additional payments to the Company upon the occurrence of
certain  events.  In  September  1998,  the  Indiana Gaming Commission awarded a
Certificate  of  Suitability  to  Pinnacle  to  conduct  riverboat  gaming  in
Switzerland  County that resulted in the Company receiving a payment of $431,000
in the third quarter of 1998.  The Company also received a payment of $1,040,000
in the third quarter of 1999 upon "groundbreaking" of the project. Additionally,
the  Company  was  entitled to receive installment payments of $32,000 per month
for  the  first  60  months  of  the riverboat's operation; however, the Company
elected  to  receive  an  aggregate  discounted  amount of $1,380,000, which was
received  and  recorded  as  income  in  January  2000.

     RHODES,  GREECE.  In  1995,  the  Company  executed a casino management and
consulting  agreement  with  Rhodes Casino, S.A., a consortium including Playboy
Enterprises,  Inc., under which the Company, as an independent contractor, would
supply services and assistance in establishing a casino on the island of Rhodes,
Greece.  The  consortium  was awarded the exclusive license for casino gaming on
Rhodes  for  a  12-year  period  commencing with the opening of the casino.  The
Company's  management  consulting  agreement  with  the consortium, which had an
initial  term  running  through  the  third  anniversary  of the casino opening,
provided  for fees to the Company of $200,000 for services to be rendered in the
pre-opening  phase,  $300,000 per year during the first three years of operation
and  $50,000 per year thereafter, if renewed. In the fourth quarter of 1996, the
Company  received $50,000 with respect to certain pre-opening phase services. In
the second quarter of 1998, the Company reached a consulting agreement ("current
agreement")  with  Rhodes  Casino  S.A.  and  Playboy  Gaming International Ltd.
("Playboy")  to  assign  certain  of  the  Company's  rights  and  delegate  its
responsibilities  under  the  previously  executed  management  and  consulting
agreement  ("previous  agreement").  Under  the  current agreement, in 1998, the
Company  received  from  Playboy a payment of $25,000 for additional pre-opening
services  performed  to date.  The Company also is to receive annual payments of
$50,000  for each of the first three years of the casino's operations, the first
of  which  payments  was  received  in  1999.  The  Company will have no further
obligations  under  the  previous agreement unless, subsequent to the opening of
the  casino,  Playboy  is  unwilling  or  unable  to  perform  under the current
agreement.  In  such  event,  the  previous  agreement,  and  the  Company's
obligations, would be reinstated together with the Company's right to receive up
to  $300,000  per  year  for the first three years of casino operations, with an
aggregate  minimum  guarantee  of  approximately  $250,000.

                                        7
<PAGE>

NONOPERATING  CASINO IN WELLS, NEVADA.  In 1994, the Company purchased the Ranch
House Casino in Wells, Elko County, Nevada from an unaffiliated party. The total
purchase  price  of  $851,504,  including  a  note  secured by the property, was
determined  based  on arm's length bargaining with the seller. Also in 1994, the
Company  purchased  a  seven-acre parcel of land directly across the street from
the casino for $69,000.  In April 1997, the Company paid off all amounts owed to
the  seller and now owns the property free and clear. The property, closed since
1992  but  in  operable  condition,  is  an  18,000  square  foot  building with
approximately  6,000  square feet of gaming space. Management currently does not
intend to pursue a gaming license with respect to the facility, and is seeking a
sale  or  lease  of  the  casino  and  land.

     INDIAN  TRIBAL  MANAGEMENT  AGREEMENT  -  CALIFORNIA  - In August 1995, the
Company  terminated  its  management  agreement  with the Soboba Band of Mission
Indians  with  respect  to  the  Legends  Casino  at Soboba in Riverside County,
California.  In  connection  with  the  termination, an unaffiliated third party
issued  a three-year promissory note to the Company for $3,100,000, with monthly
payments  based  on a percentage of gross revenue from certain operations of the
facility.  In  March  1998,  the  Company  negotiated an early settlement of the
then-remaining  outstanding  balance.   As  a  result,  the  Company  received
cumulative  payments  through the date of settlement of $2,457,727, of which the
final  $550,000  was  recognized in income in 1998.  No further payments will be
received  under  the  note.


REVOLVING  CREDIT  FACILITY

     In  March  1997,  the  Company  entered  into a four-year revolving line of
credit  facility  (the  "RCF")  with  Wells Fargo Bank ("Wells Fargo").  Various
provisions  of  the  RCF were subsequently amended, including an increase in the
facility  to  $20  million  in  1998,  and decreasing quarterly beginning in the
second  quarter  of 1999.  At December 31, 1999, the maximum available under the
RCF  was  $18.3  million.  An annual commitment fee of between three-eighths and
one-half  percent,  payable  quarterly,  is charged on the unused portion of the
RCF.  The  RCF also contains an interest rate matrix that ties the interest rate
charged  on  outstanding borrowings to the Company's leverage ratio, as defined.
Largely  as  a  result  of  an  improvement in the Company's leverage ratio, the
Company's  consolidated  weighted-average  interest  rate  on  all  borrowings
decreased  from  8.74%  in  1998  to  8.64%  in 1999.  At December 31, 1999, the
Company's  unused  borrowing  capacity  under  the  RCF  was  approximately $9.2
million.  The  RCF  is  secured  by  substantially  all of the real and personal
property  of  Womacks/Legends  Casino. Under the RCF, the Company is required to
comply  with  certain  customary  financial covenants, and is subject to certain
capital expenditure requirements and restrictions on investments.  See Note 5 to
the  Consolidated  Financial  Statements  for  further  information.

     In  March  2000,  the  Company  is in the final stages of negotiations with
Wells Fargo Bank to increase the RCF to $26 million and extend the maturity date
of  the  agreement until 2004.  Management expects the agreement to be finalized
before  the  end  of the first quarter 2000, however, there can be no assurances
that  the  line  will  be  renewed or extended on the terms described herein.  A
portion  of  the proceeds of borrowings under the RCF is expected to be used for
the  development  of  the  Company's  South  Africa  projects  discussed  above.



                                        8
<PAGE>


MARKETING  STRATEGY

     The  marketing  strategy  of Womacks/Legends Casino highlights promotion of
Womacks  Gold Club, a players club with a database containing profiles on nearly
50,000  members.  Gold  Club  members  receive benefits from membership, such as
cash,  merchandise,  food  and lodging. Those who qualify for VIP status receive
additional benefits in addition to regular club membership. Status is determined
through player tracking.  Members receive monthly newsletters of upcoming events
and  parties,  and,  depending  on  player  ranking, also receive invitations to
special  events  and  monthly  coupons.

THE  CRIPPLE  CREEK  MARKET

     Cripple  Creek  is  a  small  mountain  town located approximately 45 miles
southwest  of  Colorado  Springs on the western boundary of Pikes Peak.  Cripple
Creek  is  an  historic  mining  town,  originally  founded  in  the late 1800's
following a large gold strike.  Cripple Creek is a tourist town and its heaviest
traffic  is  in the summer months.  Traffic generally decreases to its low point
in  the  winter  months.

     Cripple  Creek  is one of only three Colorado cities where casino gaming is
legal,  the  others  being  Black  Hawk and Central City. Cripple Creek operated
approximately 29% of the gaming devices and generated 22% of gaming revenues for
these  three cities during the year ended December 31, 1999.  As of December 31,
1999,  there  were  18  casinos  operating  in  Cripple  Creek.

     The  tables below set forth information obtained from the Colorado Division
of  Gaming  regarding gaming revenue by market and slot machine data for Cripple
Creek  from calendar 1996 through 1999. This data is not intended by the Company
to  imply,  nor  should  the  reader  infer, that it is any indication of future
Colorado  or  Company  gaming  revenue.

<TABLE>
<CAPTION>


                                        GAMING  REVENUE  BY  MARKET
                                               (IN  $000'S)


<S>             <C>        <C>          <C>          <C>          <C>       <C>          <C>       <C>
                              % change                  % change               % change               % change
                               Over                      Over                   Over                    Over
                     1996      Prior Year     1997      Prior Year    1998     Prior Year    1999      Prior Year
CRIPPLE CREEK.    $ 103,373    9.9%        $ 108,628     5.1%       $113,230      4.2%      $122,385     8.1%
                   ---------  -----------  ---------  -----------  --------  -----------  --------  -----------

Black Hawk . .    $ 219,911   12.3%        $ 234,631     6.7%       $272,008     15.9%      $354,474    30.3%

Central City .    $  88,870   -5.9%        $  87,391    -1.7%       $ 93,980      7.5%      $ 73,742   -21.5%

COLORADO TOTAL    $ 412,154    7.2%        $ 430,650     4.5%       $479,218     11.3%      $550,601    14.9%
</TABLE>

                                        9
<PAGE>

<TABLE>
<CAPTION>


                                             CRIPPLE CREEK SLOT DATA
                                                   (IN $000'S)


<S>                  <C>        <C>          <C>        <C>          <C>       <C>          <C>       <C>
                                   % change                 % change              % change              % change
                                     Over                    Over                   Over                  Over
                          1996     Prior Year   1997       Prior Year    1998     Prior Year   1999     Prior Year
Total Slot Revenue.  $  97,024      11.1%     $ 102,798       6.0%     $107,690     4.8%     $117,161      8.8%
                     ---------   -----------   ---------  -----------  --------  -----------  --------  -----------
(in $'000)

Average Number
Of Slots. . . . . .      4,175       8.6%         4,507       8.0%        4,369    -3.1%        4,046     -7.4%

Average Win Per
Slot Per Day. . . .        $63       2.0%           $62      -1.6%          $68     8.1%          $81     19.9%
</TABLE>

     Gaming  in  Colorado  is "limited stakes," which restricts any single wager
to a maximum  of  $5.00.  While  this  limits  the  revenue potential of table
games, management believes that slot machine play, which accounts for over 95%
of total gaming  revenues, is currently impacted only marginally by the $5.00
limitation.

     The  Company faces intense competition from other casinos in Cripple Creek,
including  a  handful of casinos of similar size and many other smaller casinos.
There can be no assurance that other casinos in Cripple Creek will not undertake
expansion  efforts  similar  to  those  recently  taken  by the Company, thereby
further increasing competition, or that large, established gaming operators will
not  enter the Cripple Creek market.  The Company seeks to compete against these
casinos  through promotion of Womacks Gold Club and superior service to players.
Management  believes that the casinos likely to be more successful and best able
to  take  advantage  of the market potential of Cripple Creek will be the larger
casinos  that  have  reached  a  certain  critical  mass.

<TABLE>
<CAPTION>


                                     CENTURY CASINOS' PROPERTY IN CRIPPLE CREEK
                                        (PRESENTLY "WOMACKS/LEGENDS CASINO")
                                                    (IN $000'S)


<S>                  <C>         <C>          <C>         <C>          <C>       <C>          <C>       <C>
                                  % change                 % change                % change             % change
                                    Over                     Over                    Over                   Over
                          1996    Prior Year     1997      Prior Year     1998    Prior Year    1999     Prior Year
Total Slot Revenue.  $  10,078      208.6%     $18,102       79.6%      $18,597       2.7%     $22,235      19.6%
                     ----------  -----------  ----------  -----------  --------  -----------  --------  -----------
(in $'000)

Average Number
Of Slots. . . . . .        342       98.8%         547       59.9%          565       3.3%         592       4.8%

Average Win Per
Slot Per Day. . . .        $80.73    55.2%         $90.67    12.3%          $90.18   -0.5%        $102.56   13.7%

Market Share in % .        10.39%   177.7%         17.61%    69.5%          17.27%   -1.9%         18.91%    9.5%
</TABLE>

                                       10
<PAGE>

     The Company competes, to a far lesser extent, with 19 casinos in Black Hawk
and  11  casinos  in  Central  City.  Black Hawk and Central City are also small
mountain  tourist  towns, which adjoin each other and are approximately 30 miles
from  Denver  and  a  two  and  one-half hour drive from Cripple Creek. The main
market for Cripple Creek is the Colorado Springs metropolitan area, and the main
market  for  Black  Hawk  and  Central  City  is  the  Denver metropolitan area.

     In  addition,  there  is  intense competition among companies in the gaming
industry  generally, and many gaming operators have greater name recognition and
financial  and  marketing  resources than the Company. The Company competes with
many  established  operators  in gaming venues other than Cripple Creek. Many of
these operators have greater financial, operational and personnel resources than
the  Company.  There  can  be  no  assurance that the number of casino and hotel
operations  will  not  exceed  market  demand  or that additional hotel rooms or
casino  capacity  will  not  adversely  affect  the  operations  of the Company.

EMPLOYEES

     The  Company  employs  approximately 200 persons on an equivalent full-time
basis,  including  cashiers,  dealers,  food  and  beverage  service  personnel,
facilities  maintenance staff, and accounting and marketing personnel.  No labor
unions represent any employee group.  A standard package of employee benefits is
provided  to  full-time  employees  along  with  training  and  job  advancement
opportunities.  In  March  1998,  the  Company  adopted  a  401(k)  Savings  and
Retirement  Plan  for  its  employees.

SEASONALITY

     The  Company's  business  is  not  considered  to be seasonal; however, the
anticipated  highest  levels  of  business  activity, at least in Colorado, will
occur  in the tourist season (i.e., from May through September).  Its base level
(i.e.,  November  through  May)  is  expected to remain fairly constant although
weather  conditions  during  this  period  could  have  a  significant impact on
business  levels  in  Colorado.

GOVERNMENTAL  REGULATION

     The  Company's  gaming  operations  are  subject  to  strict  govern-mental
regulations  at state and local levels. Statutes and regulations can require the
Company  to  meet  various  standards relating to, among other matters, business
licenses,  registration  of employees, floor plans, background investigations of
licensees  and  employees,  historic  preserva-tion,  building,  fire  and
accessibility require-ments, payment of gaming taxes, and regulations concerning
equip-ment,  machines,  tokens,  gaming  participants, and ownership inter-ests.
Civil  and  criminal  penalties  can  be assessed against the Company and/or its
officers  or stockholders to the extent of their individual participation in, or
association  with,  a violation of any of the state and local gaming statutes or
regulations.  Such  laws  and regulations apply in all jurisdic-tions within the
United States in which the Company may do business. Management believes that the
Company is in compliance with applicable gaming regulations. For purposes of the
discussion  below,  the term "the Company" includes its applicable subsidiaries.

                                       11
<PAGE>

COLORADO  REGULATION

     The  Colorado  Limited Gaming Control Commission ("Commission") has adopted
regulations  regarding  the ownership of gaming establish-ments by publicly held
companies  (the "Regulations").  The Regulations require the prior clearance of,
or  notification to, the Commission before any public offering of any securities
of  any  gaming licensee or any affiliated company.  The Regulations require all
publicly  traded  or  publicly  owned  gaming  licensees to comply with numerous
regulatory gaming requirements.  These requirements include, but are not limited
to,  those  listed  below.

     A  publicly  traded gaming licensee that sends to the holders of its voting
securities  any  proxy  statements  subject  to Regulation 14A of the Securities
Exchange  Act  of 1934, as amended (the "1934 Act"), or an information statement
subject  to  Regulation  14C  of  the 1934 Act, must file such material with the
Colorado  Division  of  Gaming  (the  "Colorado  Division").

     Whenever  any document is furnished to the holders of voting securities of
a  publicly traded gaming licensee or filed by a publicly traded gaming licensee
with  the  SEC,  the  publicly traded gaming licensee is required to file a true
copy  of  that  document with the Colorado Division.  Whenever a publicly traded
gaming  licensee  receives any material document filed with the SEC by any other
person relating to the publicly traded gaming licensee, it must file a true copy
of  the  document  with  the  Colorado  Division.  Each  publicly  traded gaming
licensee must file with the Colorado Division, on an annual basis, a list of the
holders  of  its  voting  securities.

     Each  publicly traded gaming licensee is required to report promptly to the
Colorado  Division  the  election  or appointment of any director, any executive
officer  and  any  other  officers  actively  and  directly  engaged  in  the
administration  or  supervision  of the gaming activities at any licensed gaming
establishment.

     The  following provisions are required to be included in the certificate of
incorporation for every publicly traded gaming licensee or holding company which
has  a  gaming  license  in  the  State  of  Colorado.

     (i)     The  entity  is precluded from issuing any voting securities except
             in  accordance  with the provisions of the Colorado Limited
             Gaming Act ("Gaming Act") and the regulations promulgated
             thereunder.  The issuance of any voting securities  in  violation
             of  the  Gaming  Act  is  ineffective and such voting securities
             are  deemed  not  to  be issued and outstanding until (a) the
             entity ceases  to  be  subject  to  the  jurisdiction  of  the
             Commission, or (b) the Commission, by affirmative action,
             validates the issuance or waives any defect in  the  issuance.

     (ii)    No voting securities issued by the entity and no interest in the
             entity can be transferred in any manner except in accordance with
             the provisions of the Gaming  Act and its regulations.  Any
             transfer in violation of the Gaming Act is ineffective until (a)
             the entity ceases to be subject to the jurisdiction of the
             Commission,  or  (b)  the  Commission,  by  affirmative  action,
             validates the transfer  or  waives  the  defect  in  the  transfer.

                                       12
<PAGE>

     (iii)   If  the  Commission  at  any  time  determines that a holder of
             voting securi-ties  of  the  entity  is  unsuitable  to hold the
             securities, then the issuer  of  the  securities  may,  within  60
             days  after  the  finding  of unsuitability, purchase the
             securities of the un-suitable person at the lesser of  (i)  the
             cash equivalent of such person's investment in the entity, or (ii)
             the  current  market  price of the date of finding of
             unsuitability, unless the securities  are  transferred  to  a
             suitable  person,  as  determined by the Commission,  within  60
             days  after  the  finding of unsuitability.  Until the securities
             are  owned by persons found by the Commission to be suit-able to
             own them,  (a)  the  entity  is  not  required  or permitted to
             pay any dividend or interest with regard to the securities, (b) the
             holder of the securities is not entitled  to  vote  on  any  matter
             as  the  holder  of the securities and such securities  shall  not
             for any purpose be included in the voting securities of the entity,
             and (c) the entity is precluded from paying any remuneration in any
             form  to  the  holder  of  the  securities.

     The  Company  has the above provisions in its Certificate of Incorporation.

     The Regulations also require each person who individually or in association
with others acquires, directly or indirectly, beneficial ownership of 5% or more
of any class of voting securities of a publicly traded gaming licensee to notify
the Colorado Division within 10 days after the person acquired 5% or more of the
securities.  The  person who acquires 5% or more of the securities shall provide
any  additional information requested by the Colorado Division and be subject to
a finding of suitabili-ty as required by the Colorado Division.  Publicly traded
gaming  licensees  are  also  required  to  notify  each  person  subject to the
Regula-tions  of  the  Colorado  Division's  requirements  as soon as the gaming
licensee  becomes  aware  of  the  acquisition.

     Each  person  who,  individually  or  in association with others, acquires,
directly  or indirectly, the beneficial ownership of 10% or more of any class of
voting  securities  of a publicly traded gaming licensee required to contain the
above charter provisions is required to apply to the Commission for a finding of
suitability  within  10  days  after acquiring 10% or more of the securities.  A
publicly  traded  gaming licensee is also required to notify each person subject
to  the  Regulations  of its requirements as soon as the gaming licensee becomes
aware of the acquisition.  However, the obligations of the person subject to the
Regulations  are indepen-dent of and unaffected by the gaming licensee's failure
to  give  the  notice.

     Any person found unsuitable by the Commission is not permitted ownership of
any  voting  security  of  a  publicly  traded  gaming  licensee, subject to the
provisions of the Regulations, and must be removed immediately from any position
as  a  director,  officer  or  employee  of the publicly traded gaming licensee.

     The  State  of Colorado created the Colorado Division within the Department
of  Revenue to license, implement, regulate and supervise the conduct of limited
gaming.  The  Director  of  the  Colorado  Division,  under the supervision of a
five-member  Colorado  Commission,  has  been  granted  broad  power  to  ensure
compliance  with the law, and regulations adopted thereun-der.  The Director may
inspect, without notice, premises where gaming is being conducted; he may seize,
impound  or  remove  any  gaming device.  He may examine and copy any licensee's
records,  may  investigate  the  background  and  conduct of licensees and their
employees,  and  may  bring  disciplinary actions.  He may also conduct detailed
background  checks  of  persons  who  loan  money  to  the  Company.

                                       13
<PAGE>

     The  Commission  is  empowered  to  issue  five  types of gaming and gaming
related  licenses.  The  Colorado  Division  has  broad  discretion  to  revoke,
suspend, condition, limit or restrict a license at any time.  The license of the
Company  must  be  renewed  each  year.  All  licenses  are  revoca-ble,
non-trans-fer-able  and  valid  only  for  the  particular  location  initially
authorized.  No  person,  such as the Company, can have an ownership interest in
more than three retail licenses.  Hence, the Company's business opportunities in
Colorado  could be limited accordingly.  All of the Company's employees involved
with gaming activities must apply for and receive a support gaming license prior
to  commencing  employment.  The  Commission has adopted comprehensive rules and
regulations which require the Company to maintain adequate books and records and
these  rules  also  prescribe minimum operating, security and payoff procedures.
The  Commission  has  the  power  to  deny any license or renewal thereof to any
person  it  considers to be "unsuit-able," a broad, discretionary standard.  The
Commission  has  also promulgated a list of excluded persons; it is unlawful for
any  person  on  this  list  to  enter  licensed premises or to hold shares in a
licensee.  Rules  regarding gaming, cheating and other fraudulent practices have
also  been  adopted, which rules the Company is obligated to police and enforce.

     Other  state  regulatory  agencies  also  impact the Company's opera-tions,
particularly its license to serve alcoholic beverages.  Rules and regulations in
this  regard  are  strict,  and  loss  or  suspension  of a liquor license could
significantly  impair,  if  not  ruin,  a licensee's operation.  Local building,
parking  and  fire codes and similar regulations could also impact the Company's
operations  and  proposed  development  of  its  properties.

Item  2.  Properties.
-------   ----------

     The  Company's  corporate offices are located at its Womacks/Legends Casino
at  200  -  220  East Bennett Avenue, Cripple Creek, Colorado.  The Company also
rents  a  small office at 999 18th Street, Suite 1810, Denver, Colorado pursuant
to  a  lease with an unaffiliated party. The Company intends to close its Denver
office  at the end of March 2000.  See Item 1. "Business -- Property and Project
Descriptions"  herein  for  a  description  of  the  Company's other properties.

Item  3.   Legal  Proceedings.
-------    ------------------

     The  Company  is  not  a  party  to,  nor  is  it  aware of, any pending or
threatened  litigation  which,  in  management's  opinion, could have a material
adverse  effect  on  the  Company's financial position or results of operations.

                                       14
<PAGE>

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders.
-------      -----------------------------------------------------------

     The  1999  annual  meeting  of  the stockholders of the Company was held on
December 14, 1999.  At the annual meeting, (i) the two Class II directors to the
Board,  Peter  Hoetzinger  and  James D. Forbes, were elected to the Board for a
three-year  term;  (ii)  a  proposal  to  amend  Article FOURTH of the Company's
Certificate  of  Incorporation  to effect a reverse stock split of the Company's
common  stock on a ratio not to exceed one for 20 was adopted by stockholders of
the  Company;  (iii)  a  proposal  to increase the number of shares reserved for
issuance  under the Employees' Equity Incentive Plan from 3,500,000 to 4,500,000
was  adopted  by  the stockholders of the Company; and, (iv) a proposal to amend
Articles  NINTH  and TENTH of the Certificate of Incorporation of the Company to
add  two  additional  fair price provisions which, in certain circumstances, may
require payment of a higher price to stockholders of the Company was not adopted
by  the  stockholders  of  the  Company.  On  the proposal to elect the Class II
directors,  the  votes  were: Peter Hoetzinger, 12,439,435 for, 132,578 against,
and  24,350  abstained;  James  D.  Forbes, 12,443,435 for, 132,578 against, and
20,350  abstained.  On  the  proposal  with  respect to the amendment to Article
FOURTH,  the  results  were:  10,681,133  for,  1,903,155  against,  and  12,075
abstained.  On  the  proposal  with  respect  to the amendment to the Employees'
Equity  Incentive Plan, the results were: 7,820,308 for, 513,770 against, 32,150
abstained,  and 4,230,135 not voted.  On the proposal with respect to amendments
to Articles NINTH and TENTH, the results were: 5,853,851 for, 1,955,418 against,
5,150  abstained,  and  4,751,944  not  voted.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
------   ----------------------------------------------------------------------

     The common stock of the Company began trading in the Nasdaq SmallCap Market
on  November 10, 1993. The following table sets forth the low and high bid price
per  share  quotations  as  reported on the NASDAQ SmallCap Market of the common
stock  for  the periods indicated. These quotations reflect inter-dealer prices,
without  retail  mark-up,  mark  down  or  commission  and  may  not necessarily
represent  actual  transactions.  Actual  prices  may  vary.

<TABLE>
<CAPTION>



Quarter Ended          Low       High
------------------    -----      -----

<S>                 <C>    <C>
March 31, 1998 . .    $0.88     $1.25
June 30, 1998. . .    $0.88     $1.31
September 30, 1998    $0.94     $1.13
December 31, 1998.    $0.78     $1.03

March 31, 1999 . .    $0.75     $1.31
June 30, 1999. . .    $0.97     $1.19
September 30, 1999    $0.88     $1.03
December 31, 1999.    $0.88     $1.03
</TABLE>

     At  December  31,  1999,  the Company had approximately 140 shareholders of
record  of  its common stock; management estimates that the number of beneficial
owners  is  approximately  900.

     At  the present time, management of the Company intends to use any earnings
which  may  be  generated  to  finance  the  growth  of  the Company's business.
Accordingly, while payment of dividends rests within the discretion of the Board
of  Directors,  no  dividends  have been declared or paid by the Company, and it
does  not  presently  intend  to  pay  dividends.


                                       15
<PAGE>

Item 6.
--------
Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------

BUSINESS  ENVIRONMENT  AND  RISK  FACTORS

     The  following  discussion should be read in conjunction with the Company's
consolidated  financial  statements and related notes included elsewhere herein.
The  Company's  future  operating  results may be affected by various trends and
factors  which  are  beyond  the  Company's control.  These include, among other
factors,  the  competitive  environment  in  which the Company operates, present
dependence  upon the Cripple Creek, Colorado gaming market, changes in the rates
of  gaming-specific  taxes,  shifting  public attitudes toward the socioeconomic
costs  and benefits of gaming, actions of regulatory bodies, dependence upon key
personnel,  the  speculative  nature  of gaming projects the Company may pursue,
risks  associated  with  expansion, and other uncertain business conditions that
may  affect  the  Company's  business.

     With  the  exception of historical information, the matters discussed below
under  the  headings  "Results  of  Operations"  and  "Liquidity  and  Capital
Resources,"  may  include  forward-looking  statements  that  involve  risks and
uncertainties.  The  Company  cautions  the  reader  that  a number of important
factors  discussed  herein,  and  in other reports filed with the Securities and
Exchange  Commission, could affect the Company's actual results and cause actual
results to differ materially from those discussed in forward-looking statements.

RESULTS  OF  OPERATIONS

     Net  operating  revenue increased significantly to $23,584,171 in 1999 from
$19,458,852 in 1998.  The Company's casino revenue increased from $19,036,621 in
1998  to  $22,726,004  in  1999,  or  19.4%.  Casino  revenue  in both years was
generated  by  the  Womacks/Legends  Casino, except for $34,244 that was derived
from  a concession agreement which expired in January 1998.  The Company's share
of  the Cripple Creek market increased significantly from 16.8% in 1998 to 18.6%
in  1999.  Womacks/Legends  Casino  operated  approximately  14.6% of the gaming
devices  in  the  Cripple  Creek market in 1999, with an average win per day per
machine  of  $103  compared  with  a  market  average of $81.  Gross margin from
company-wide  casino  activities increased from 59% in 1998 to 61% in 1999.  The
increase in margin is attributable to a continuation of a focused management and
marketing  approach for Womacks/Legends Casino.  At the same time, a significant
number  of  new  memberships in the casino's Gold Club were added again in 1999.
Additional  emphasis  was  put  into further refining the product mix, upgrading
both  the  interior of the facilities, as well as the slot machine mix.  Parking
capacity  was expanded and made more convenient as part of the Company's ongoing
efforts  to  provide  the  highest quality parking facilities for its customers.
Also  contributing  to  the casino margin improvement were proportionately lower
payroll  costs.  Various  other  initiatives  were  undertaken  that  management
believes  have  resulted  in  greater  attention  to  customer  service.

                                       16
<PAGE>

     Food  and  beverage  revenue increased from $878,991 in 1998 to $933,387 in
1999,  or  6.2%.  The  increase  is principally due to improvement in operations
that started to take effect in the second quarter of 1999.  The cost of food and
beverage  promotional  allowances, which are included in casino costs, increased
only  slightly  from  $842,305  in  1998  to  $854,565  in  1999.  Hotel revenue
increased  from  $62,624  to  $149,131, principally as the result of a marketing
arrangement with a local hotel that commenced in late 1998 and continued through
September 1999.  The increase in other revenue from 1998 to 1999 was chiefly due
to  management  fees  from  Casino  Millennium of approximately $109,000 and the
Rhodes,  Greece  casino  agreement  of  $50,000.

     General  and  administrative  expense  increased from $5,850,870 in 1998 to
$6,710,215  in  1999,  or  14.7%, but decreased as a percentage of net operating
revenue, from 30.1% in 1998 to 28.5% in 1999.  The Company was able to reduce or
eliminate  actual  expenses  for  parking rent, office relocation, penalties and
fines,  and workers' compensation insurance which contributed to proportionately
lower  costs.

Depreciation  increased  from  $1,655,176  in  1998 to $1,968,951 in 1999.   The
increase  is attributable to property improvements at Womacks/Legends Casino and
acquisition  of  new gaming equipment in Cripple Creek and Prague.  Amortization
of  goodwill  was  $1,341,504  in  both  years.

     Interest  expense  decreased  from  $1,023,906 to $999,922, due to slightly
lower  borrowings  and  a  lower  weighted-average  interest  rate.  The
weighted-average  interest  rate was 8.64% in 1999 and 8.74% in 1998.  The other
items  included  in  the  caption  "Other  expense,  net"  in  the  consolidated
statements  of  income,  for  both 1999 and 1998, are described in Note 9 to the
consolidated  financial  statements.

     As more fully discussed in Note 8 to the consolidated financial statements,
the  Company recognized income tax expense of $1,746,000 in 1999 versus $123,000
in 1998.  The provision in 1999 is higher than the prior year's because the 1998
provision  was  substantially reduced due to a nonrecurring credit of $1,003,580
resulting  from  the  reversal of a valuation allowance against net deferred tax
assets  established  in  prior  years.


LIQUIDITY  AND  CAPITAL  RESOURCES

     At  December  31,  1999, the Company had cash and cash equivalents totaling
$2.5  million  and net working capital of $1.1 million.  Additional liquidity is
available under the Company's revolving credit facility ("RCF") with Wells Fargo
Bank.  See  Note  5  to  the  Consolidated  Financial  Statements  for  further
information on the RCF.  The Company had unused borrowing capacity under the RCF
of  approximately  $9.2  million  at  December  31,  1999.  Net cash provided by
operations was $3.8 million in 1999 compared with $4.2 million in 1998, with the
decrease  primarily  attributable to the cash payments for income taxes in 1999,
whereas  income tax payments in 1998 were reduced due to available net operating
loss  carryforwards.  The  Company  used  cash  of $2.6 million for purchases of
property  and  equipment in 1999, principally gaming equipment for Cripple Creek
and Casino Millennium in Prague. In 1998, the Company used cash of approximately
$5.2  million for purchases, of which $3.6 million was used to purchase property
adjacent  to  Womacks/Legends  Casino  that was subsequently improved to provide
paved  parking  for  casino  patrons.

     As more fully described in Note 5 to the consolidated financial statements,
during  1998  the  Company  renegotiated  certain terms of the RCF.  Among other
provisions,  the  maximum  availability  was  increased  from $13 million to $20
million  and  the  interest rate structure was amended, which will further lower
the  Company's  cost  of  capital  if  certain  leverage  ratios  are  achieved.

                                       17
<PAGE>


     In  March  2000,  the  Company is in the final stages of negotiations with
Wells Fargo  Bank  to  increase the RCF to $26 million and extend the maturity
date of the  agreement  until  2004.  Management  expects  the agreement to be
finalized before  the  end  of the first quarter 2000, however, there can be no
assurances that  the  line  will  be  renewed or extended on the terms described
herein.  A portion  of  the proceeds of borrowings under the RCF is expected to
be used for purposes  described  below.

     In  the  fall  of  1999,  the  Company began construction of The Womacks
Center, described  in  Item  1  "Business  -  Property  and  Project
 Descriptions  - Womacks/Legends Casino, Cripple Creek, Colorado." Through
December 31, 1999, the Company  had incurred costs of approximately $277,000,
with estimated additional costs  to  complete  of approximately $623,000.  The
Company expects to complete the construction of the building through a
combination of existing liquidity and anticipated  cash  flow.

     Management  has  deferred  a  decision  on  whether  to  proceed  with  the
construction  of a hotel and parking structure on its property across the street
from  Womacks/Legends  Casino  until it has had time to assess the impact of new
hotel  capacity  on  the  Cripple  Creek  market.  From  November  1998  through
September  1999,  Womacks/Legends Casino had an agreement with the operator of a
new  local hotel whereby the casino leased a block of rooms from the hotel.  The
casino made these rooms available to its customers, sometimes on a complimentary
basis,  and  provided  a  free shuttle service between the casino and the hotel.
For  the  near  term,  the  Company's  property,  which  has  been earmarked for
construction  of  a  hotel,  is  being  used  for  customer  parking.

     In  January  1999,  the Company reached a 20-year definitive agreement with
Casino  Millennium a.s., a Czech company, and with B. H. Centrum a.s. ("BHC"), a
Czech  subsidiary  of  Bau  Holding  AG,  one  of  the  largest construction and
development  companies  in Europe, to operate a casino in the five-star Marriott
Hotel,  in  Prague,  Czech  Republic.  The hotel and casino opened in July 1999.
The  Company  provides casino management services in exchange for ten percent of
the  casino's  gross  revenue,  and has provided gaming equipment for 45% of the
casino's  net  profit.  Through  December 31, 1999, the Company purchased gaming
equipment  totaling  $1,266,000 which is being leased to the casino.  In January
2000, the Company entered into a memorandum of agreement with BHC to acquire the
casino  by either a joint acquisition of Casino Millennium a.s. or the formation
of  a new joint venture.  Any funding required by the Company to consummate this
transaction  would  be  met  through  a  combination  of  existing liquidity and
anticipated  cash  flow.

     The  Company  continues  to  pursue  several  gaming opportunities in South
Africa.  The  Company  is  the  contracted  casino  management  partner  to  a
consortium,  Caledon  Casino  Bid Company (Pty) Limited ("CCBC"), which has been
awarded  Successful Applicant status for a gaming license in the province of the
Western  Cape.  The  final  license is expected to be issued to Caledon upon the
provision  of  the  required  financial  guarantees.  In  the event that Caledon
receives  the  license,  the  Company  would be required to make equity and debt
investments  totaling  approximately  $4.1  million.  These  fundings  would  be
accomplished  through additional borrowings under the revolving credit facility.
There  can be no certainty, however, that Caledon will ultimately be awarded the
license.

                                       18
<PAGE>

     The  Company  is  also  the contracted casino management partner to another
consortium,  Silverstar  Development  Ltd. ("Silverstar"), which is an applicant
for  a gaming license in the province of Gauteng, South Africa.  The Company has
a  small  equity  position  in Silverstar.  The application process has been the
subject  of litigation and the successful outcome of Silverstar's application is
uncertain.  In the event that Silverstar would be awarded a license, the Company
would  be required to make an additional equity investment of approximately $1.5
million.  This  funding  requirement  would  be met through borrowings under the
revolving  credit  facility.  The  Company  has  also  projected  additional
development  costs  of  up  to  $500,000  which could be incurred by the Company
related  to  this  project.

     In  1998, the Company's Board of Directors approved a discretionary program
to  repurchase  up to $2 million of the Company's outstanding common stock.  The
Board  believes that the Company's stock is undervalued in the trading market in
relation  to  both  its  present  operations  and its future prospects.  Through
December  31,  1999,  the Company had repurchased 1,385,000 shares at an average
cost  per  share  of $1.06.  Management expects to continue to review the market
price  of  the  Company's stock and repurchase shares as appropriate, with funds
coming  from  existing  liquidity  or  borrowings  under  the  RCF.

     Management believes that the Company's cash and working capital at December
31,  1999,  together  with  expected  cash  flows  from operations and borrowing
capacity  under  the  RCF,  will  be  sufficient  to  satisfy its debt repayment
obligations,  fund  its  anticipated  capital expenditures and pursue additional
business  growth  opportunities  for  the  foreseeable  future.

     Since  the  beginning  of 2000, the Company has not had any interruptions
of its business  due  to  the Year 2000 issue.  During the next few months, the
Company will  continue  to monitor its operations and assess whether the Year
2000 issue has  an  impact  on  the  Company.


Item  7.     Financial  Statements.
-------      ---------------------

             See  "Index  to  Financial  Statements"  on  page  F-1  hereof.

Item  8.
-------
Changes In and Disagreements With Accountants on Accounting and Financial
--------------------------------------------------------------------------
Disclosure
----------
Not applicable.

                                       19
<PAGE>