UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

     ___X___  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002.
                                       OR
     _______  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15  (d)  OF  THE
SECURITIES  EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

                         Commission file number 0-22290

                              CENTURY CASINOS, INC.
             (Exact name of registrant as specified in its charter)

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

             200-220 E. Bennett Ave., Cripple Creek, Colorado 80813
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)
                                 (719) 689-9100
            (Registrant's telephone number, including area code)

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

Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 Par Value
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K . [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes  No X

     The aggregate market value of the voting and non-voting  common equity held
by  non-affiliates  of the  registrant  as of  February  12, 2003 based upon the
average bid and asked price of $2.17 for the common stock on NASDAQ Stock Market
on that date, was $ 20,950,683.

     As of February 12, 2003, the  Registrant  had  13,573,064  shares of Common
Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Part III incorporates by reference from the
Registrant's   Definitive  Proxy  Statement  for  its  2003  Annual  Meeting  of
Stockholders  to be filed with the  Commission  within 120 days of December  31,
2002.

                                      -1-
                                     <PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
(Dollar amounts in thousands, except for share information)

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<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



                                      INDEX
 Part 1                                                                                                            Page
   Item 1.          Business                                                                                           3

   Item 2.          Properties                                                                                         17

   Item 3.          Legal Proceedings                                                                                  17

   Item 4.          Submission of Matters to a Vote of Security Holders                                                17

 Part II

   Item 5.          Market for the Registrant's Common Equity and Related Stockholder Matters                          17

   Item 6.          Selected Financial Data                                                                            19

   Item 7.          Management's Discussion and Analysis of Financial Condition and Results of Operations              20

   Item 7A.         Quantitative and Qualitative Disclosures About Market Risk                                         30

   Item 8.          Financial Statements and Supplementary Data                                                        30

                    Report of Independent Certified Public Accountants - Grant Thornton LLP                            F1

                    Report of Independent Certified Public Accountants - PricewaterhouseCoopers Inc.                   F2

                    Consolidated Balance Sheets as of December 31, 2002 and 2001                                       F3

                    Consolidated  Statements  of  Earnings  for the Years  Ended
                    December 31, 2002, 2001 and 2000                                                                   F4

                    Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss) for
                    the Years Ended December 31, 2002, 2001, and 2000                                                  F5

                    Consolidated Statements of Cash Flows for the Years Ended
                    December 31, 2002, 2001 and 2000                                                                   F6

                    Notes to Consolidated Financial Statements                                                         F8

   Item 9.          Changes in and Disagreements with Accountants on Accounting and Financial Disclosure               30

 Part III

   Item 10.         Directors and Executive Officers of the Registrant                                                 31

   Item 11.         Executive Compensation                                                                             31

   Item 12.         Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     31

   Item 13.         Certain Relationships and Related Transactions                                                     31

 Part IV

   Item 14.         Controls and Procedures                                                                            31

   Item 15.         Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                   32

 SIGNATURES

 SECURITIES EXCHANGE ACT RULE 13a-14 AND 15d-14 CERTIFICATIONS OF CEO, PRESIDENT AND CFO

</TABLE>

                                      -2-
                                     <PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
(Dollar amounts in thousands, except for share information)

                                     PART I

Item 1. Business.

General

     Century  Casinos,  Inc. ("CCI",  the "Company") is an international  gaming
company.  Wholly-owned  subsidiaries of CCI include Century Casinos  Management,
Inc.  ("CCM"),  Century  Casinos Nevada,  Inc.  ("CCN",  a dormant  subsidiary),
Century  Management  u.  Beteiligungs  GmbH  ("CMB"),   and  WMCK-Venture  Corp.
("WMCK").  Wholly-owned  subsidiaries  of WMCK  include  WMCK-Acquisition  Corp.
("ACQ") and Century Casinos Cripple Creek, Inc. ("CCC").  Century Casinos Africa
(Pty) Ltd. ("CCA"), a 94.8% owned subsidiary of CCI, owns 65% of Century Casinos
Caledon (Pty) Ltd.  ("CCAL") (100% as of January 2003),  55% of Century  Casinos
West Rand (Pty) Ltd. ("CCWR") and 50% of Rhino Resort Ltd. ("RRL").  CCM manages
Casino  Millennium  located within a hotel in Prague,  Czech  Republic,  and the
Company  serves as  concessionaire  of small  casinos on luxury  cruise  vessels
operated by Silversea Cruises and The World of ResidenSea. The Company regularly
pursues  additional  gaming  opportunities  internationally  and in  the  United
States.

     The Company was formed in 1992 to acquire  ownership  interests  in, and to
obtain management contracts with respect to, gaming establishments.  The Company
was founded by a team of career gaming  executives who had worked  primarily for
an Austrian gaming company that owned and operated casinos throughout the world.
The Company,  formerly known as Alpine, is the result of a business  combination
completed  on March  31,  1994,  pursuant  to which  CCM  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.

     On March 31, 1994, the Company  through a merger with Alpine  Gaming,  Inc.
acquired Legends Casino  ("Legends").  On July 1, 1996, the Company acquired the
net assets of Gold Creek Associates, L.P., the owner of Womack's Saloon & Gaming
Parlor,  which  was  adjacent  to  Legends.  Following  this  acquisition,  both
properties were renovated to facilitate the marketing of the combined properties
as one casino under the name "Womacks Casino and Hotel" ("Womacks").

     In April 2000, the Company's South African subsidiary acquired a 50% equity
interest in Caledon  Casino Bid Company (Pty) Ltd.  ("CCBC").  In June 2001, the
company  name for  CCBC was  changed  to  Century  Casinos  Caledon  (Pty)  Ltd.
("CCAL").  CCAL was awarded a casino  license and owns a 92-room  resort  hotel,
spa, casino and approximately 600 acres of land (representing  approximately 230
hectares) in Caledon,  South  Africa.  The Company has a long-term  agreement to
manage the  operations  of the casino,  which began in October 2000. In November
2000, the Company,  through its South African  subsidiary,  increased its equity
interest in CCAL by 15%,  raising its total  ownership to 65%. In January  2003,
the Company, through its South African subsidiary, increased its equity interest
by 35% and now owns 100% of the common stock of CCAL.

     The  Company's  operating  revenue  for  2002,  2001 and  2000 was  derived
principally from Womacks and CCAL as reported in Note 7, Segment Information, of
the Consolidated Financial Statements. See the Consolidated Financial Statements
and the notes thereto  included herein for operating  revenue,  earnings (loss),
and total assets information,  by segment, for 2002, 2001 and 2000.  Information
on operating results for the three most recent fiscal years is set forth in Item
7. "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations".

                                      -3-
                                     <PAGE>


     As of  December  31,  2002,  the  Company  owned,  operated  or managed the
properties noted in the table below.


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<S>     <C>    <C>    <C>    <C>    <C>    <C>

                         Summary of Property Information

============================ ================== ================== ==================== ==================== ===================
         Property              Casino Space      Number of Slot      Number of Table      Number of Hotel        Number of
                                                     Machines              Games                Rooms            Restaurants
                                 Sq Ft (1)
============================ ================== ================== ==================== ==================== ===================
Womacks                           20,000               682                  6                   21                   2
============================ ================== ================== ==================== ==================== ===================
Caledon                           11,400               275                  8                   92                   2
============================ ================== ================== ==================== ==================== ===================
Casino Millennium (2)              6,200               48                  15                    -                   -
============================ ================== ================== ==================== ==================== ===================
Cruise Ships (total of             4,100               94                  17                    -                   -
five) (2)
============================ ================== ================== ==================== ==================== ===================


(1) Approximate.

(2) Operated under concession agreement.
</TABLE>

     Information contained in this Form 10-K 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 and Caledon, South Africa gaming markets, the effects of
governmental regulation and other risks described herein.

Womacks Casino and Hotel, 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  Saloon and Gaming  Parlor in Cripple  Creek,  Colorado.  Following  the
Company's  acquisition  of Gold Creek,  the property was  consolidated  with the
Company's Legends Casino,  and the combined  properties have been marketed since
then as one  casino  under  the name  "Womacks  Casino  and  Hotel."  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 the two casinos,  expanded  the existing  player
tracking  system of  Womacks  Saloon and  Gaming  Parlor to  include  all of the
Legends gaming devices; made general interior enhancements; installed additional
gaming devices and replaced older  generation  equipment;  and added  additional
hotel rooms.

Womacks  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

                                      -4-
                                     <PAGE>

and are collateralized by a first mortgage held by Wells Fargo Bank. See Note 5,
Long-Term   Debt,  to  the   Consolidated   Financial   Statements  for  further
information.

The Company holds a subleasehold  interest in the real property and improvements
located  at  220  East   Bennett   Avenue.   The   sublease,   as   assigned  to
WMCK-Acquisition Corp., provides for monthly rental payments of $16, and expires
on June 20,  2005  unless  terminated  by the  Company  with 12 months'  advance
notice.  The Company has an option to acquire the property at the  expiration of
the sublease at an exercise price of $1,500.

Womacks currently has approximately 682 slot machines, six limited stakes gaming
tables,  21 hotel  rooms,  and 2  restaurants.  It has 150 feet of  frontage  on
Bennett Avenue,  the main gaming  thoroughfare in Cripple Creek, and 125 feet of
frontage on Second Street, with approximately 20,000 square feet of floor space.
Gaming in Colorado is "limited  stakes"  which  restricts  any single wager to a
maximum of five dollars. While this limits the revenue potential of table games,
management believes that slot machine play, which accounts for over 97% of total
gaming  revenues,  is  currently  impacted  only  marginally  by the five dollar
limitation.

Management  believes that an integral  component in attracting gaming patrons to
Cripple  Creek is the  availability  of adequate,  nearby  parking  spaces.  The
Company presently owns or leases nearly four hundred parking spaces.

In 1997,  the  Company  exercised  its  purchase  option to  acquire  three lots
(formerly  known as the "Wright  Property"),  consisting of 9,375 square feet of
land across the street from Womacks for $785 in cash. This property provides the
Company with customer parking.  The Company  subsequently paved the property and
currently uses it for customer parking.

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.  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.

The  Company  leases 10 city lots from the City of  Cripple  Creek for  parking.
Annual rent payments total $90 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 Womacks.  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 May 2000,  the  Company  completed  its  acquisition  of two  parcels of land
located near Womacks for $1.85  million.  The two parcels  provide more than 100
parking spaces for casino patrons. The Company has paved the property.

In August 2000,  the Company  completed  construction  of and opened the Womacks
Events Center located near its  Womacks/Legends  Casino.  Through an arrangement
with the City of Cripple  Creek,  the Events Center is available to them for the
first three years.  The agreement  expires in June 2003. The second floor of the
building houses much of the Company's administration and accounting

                                      -5-
                                     <PAGE>

departments,  thereby freeing up valuable floor-space in Womacks,  which allowed
for additional hotel and casino expansion.

In May 2002,  Womacks acquired the Palace Casino building and adjoining property
for $1.2 million.  Womacks has spent an additional  $155 to convert the majority
of the  property,  which is adjacent to the  Womacks  Casino and Hotel,  into an
additional 41 parking spaces.

In September  2002,  the Company opened the first phase of its 6,022 square foot
expansion,  increasing its gaming space by approximately  2,000 square feet. The
second and final phase of the  construction  is expected to be  completed in the
second quarter of 2003.

Century Casinos Caledon (Pty) Ltd. - Caledon, South Africa

An application for a casino license in Caledon,  South Africa, a 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") doing business
as The Caledon Casino, Hotel and Spa. The Company's subsidiary,  Century Casinos
Africa  (Pty) Ltd  ("CCA"),  originally  had a 50% equity  interest in CCBC,  by
virtue of an agreement entered into between CCA and CCBC,  together with various
affiliated  entities.   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,  whereby  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.

On February  16,  2000,  the Western  Cape  Gambling  and Racing  Board  awarded
Successful  Applicant  status to CCBC.  On April 13, 2000,  CCBC was awarded the
final license and the Company,  through CCA, invested approximately $3.8 million
(based on the  exchange  rate at that time)  consisting  of  approximately  $1.5
million  (Rand  ("R") 10  million)  in  equity  and $2.3  million  in debt  (R15
million).

In December  2000,  the Company  through CCA,  acquired an additional 15% of The
Caledon  Casino,  Hotel and Spa - raising its ownership in CCBC to 65%. Terms of
the agreement  included the payment of approximately  $1.8 million by CCA to its
partners  in  exchange  for 15% of the total  common  stock of CCBC  (valued  at
approximately  $1.2 million) and a shareholder  loan to CCBC  previously held by
its partners (with a value of approximately $600).

In June 2001, the company name for CCBC was changed to Century  Casinos  Caledon
(Pty) Ltd. ("CCAL").

In January 2003, the Company,  through CCA,  acquired the remaining 35% interest
in CCAL  becoming the sole owner of all of the common stock of CCAL. In addition
to 4,000  shares of common  stock,  there are a total of 200  preference  shares
issued to two minority  shareholders  (100 each).  See a further  explanation in
Note 6, Shareholders' Equity, to the Consolidated Financial Statements.

CCAL is located  approximately  one hour's drive from Cape Town on approximately
600  acres  (230  hectares)  of land  adjacent  to the  N-2  highway,  the  main
thoroughfare  between Cape Town and Durban.  This highway is known as the Garden
Route, passing through an established tourist area known for its popular coastal
towns,  whale  watching and wineries.  Caledon is home to a 100 year-old  annual
wild flower show and a well-known  200 year-old  national  landmark with mineral
hot springs  located on the CCAL resort site.  Casino  gaming in South Africa is
"unlimited  wagering" where each casino can set its own limits. As a result, the
relationship  between  table games  revenues and slot  revenues  resembles  more
traditional  gaming  markets  (unlike  Cripple  Creek  where  over 97% of gaming
revenues are derived from the slot machines).

                                      -6-
                                     <PAGE>


Casino Millennium, Prague, Czech Republic

In January 1999, the Company, through CCM, entered into a 20-year agreement with
Casino  Millennium  a.s., a Czech company ("CM"),  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. During 2001, Bau Holding AG changed its name to
Strabag AG. 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 CM or to form a new joint venture with B.H.
Centrum  a.s.,  which joint  venture  would acquire all of the assets of CM. The
Company and Strabag AG have each  agreed to purchase a 50%  ownership  interest.
The documentation for this transaction has been submitted,  as required,  to the
Ministry of Finance of the Czech  Republic for approval in principle,  which has
been obtained. The first step in acquiring a 50% ownership interest was taken in
December  2002 with the  payment of $236 in cash.  This  payment  will allow the
Company a 10% ownership in CM,  subject to the repayment of a CM loan to a Czech
bank by Strabag AG, which has not been repaid. The balance of the acquisition is
expected to be completed in 2003 by contributing  assets valued at approximately
$852.

Silversea Cruises

In May 2000, the Company  signed a five-year  casino  concession  agreement with
Silversea  Cruises,  a  world-renowned,  six-star  cruise  line  based  in  Fort
Lauderdale,  Florida.  The agreement  gives the Company the  exclusive  right to
install and operate casinos aboard four Silversea vessels.  The Company operates
each  shipboard  casino for its own  account and pays  concession  fees based on
gross gaming revenue.

Starting in late September 2000 with the new,  388-passenger  Silver Shadow, the
Company began its shipboard casino  operations.  Within 60 days thereafter,  the
Company installed  casinos on the  296-passenger  vessels Silver Wind and Silver
Cloud.  In June 2001,  the Company  installed  its fourth casino aboard the new,
388-passenger  Silver Whisper. In October 2001, the Silver Wind was taken out of
service.  It is expected to resume  operations  in June 2003.  The Company has a
total of 74 slot machines and 14 tables on the four combined shipboard casinos.

The World of ResidenSea

On August 30, 2000, the Company signed a five-year casino  concession  agreement
with  ResidenSea  Ltd.,  the operator of The World of  ResidenSea,  which is the
world's  first  luxury   residential   resort   community  at  sea  continuously
circumnavigating the globe.  ResidenSea is the first to offer private residences
on board a ship for purchase by customers.  The ResidenSea vessel has a total of
110  residences  and 88 guest  suites  with  purchase  prices  starting  at $2.2
million.

The  Company has  equipped  the casino  with 20 slot  machines  and 3 tables and
operates  the  shipboard  casino which  departed for its maiden  voyage in March
2002.  The Company  operates the  shipboard  casino for its own account and pays
concession  fees based on gross gaming revenue.  In addition,  the Company has a
right of first refusal to install casinos aboard any new ships built or acquired
by ResidenSea during the term of the agreement.

                                      -7-
                                     <PAGE>

Additional Company Projects

In addition to Womacks in Cripple Creek, Colorado; Caledon Casino, Hotel and Spa
in Caledon, South Africa; Casino Millennium in Prague, Czech Republic; Silversea
Cruises  and the  ResidenSea,  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 have a materially  adverse  affect on 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,  the Czech  Republic,  and the Western Cape
province  of  South  Africa.  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 in the
United  States of America 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 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.

     The following describes other activities of the Company.

South Africa - During  September 2001, CCA entered into an agreement to secure a
50% ownership interest in Rhino Resort Ltd. ("RRL"), a consortium which includes
Silverstar Development Ltd.  ("Silverstar").  RRL submitted an application for a
proposed   hotel/casino  resort  development  in  that  region  of  the  greater
Johannesburg  area  of  South  Africa  known  as the  West  Rand  at a  cost  of
approximately  400 million  Rand ($46.6  million).  In  November  2001,  RRL was
awarded the sixth and final casino license serving the Gauteng province in South
Africa.  In February 2002,  Tsogo Sun


                                       -8-
                                     <PAGE>

Holdings (Pty) Ltd ("Tsogo"),  a competing  casino,  filed a Review  Application
seeking to overturn the license award by the Gauteng Gambling Board ("GGB").  In
September 2002, the High Court of South Africa  overturned the license award. As
a result of these  developments,  the Company has recorded a $377  write-off for
all advances made, and pre-construction  cost incurred,  in conjunction with the
Johannesburg  project.  In November  2002, and upon the advice of legal counsel,
Silverstar,  with the support and agreement of all other parties to the original
two applications for the West Rand license,  including CCA, made  representation
to the GGB  requesting  that the sole  remaining  license  for the  province  of
Gauteng now be awarded to Silverstar  pursuant to its original 1997 application.
Notwithstanding  Silverstar's belief as to the legal and public-policy framework
that  would  now  justify  such  an  award,  the  GGB in  December  2002  denied
Silverstar's  request.  In  consequence,  Silverstar on March 4, 2003  initiated
legal action  against the GGB in the High Court of South Africa  seeking,  inter
alia,  that the  court now  compel  the  authorities  to award  the  license  to
Silverstar.  Due process in terms of such an action  will  likely  result in the
matter not being heard by the High Court before the third quarter of 2003.  CCA,
through its  majority-owned  subsidiary - Century Casinos West Rand (Pty) Ltd. -
remains  contracted to Silverstar by a resort  management  agreement.  Under the
circumstances, the conditions to CCA's previous funding commitment of 50 million
Rand to the project are  rendered  incapable  of  fulfillment  without  specific
waiver by CCA,  and the  appropriateness  of any  waiver of  conditions  will be
determined  by  CCA,  at  such  time  as CCA  believes  sufficient  progress  on
Silverstar's efforts is achieved.

While  there can be no  certainty  as to the  eventual  outcome of  Silverstar's
efforts,  CCA  maintains  the  ownership  of the land (book  value of $514) that
remains central to the Silverstar casino project,  and the Company has allocated
minor funding towards further pursuit of this opportunity.

Punta Del Este, Uruguay - In 2001, a local consortium,  including the Company as
its casino management partner,  has submitted an official expression of interest
to the  Uruguayan  government  for the  development  and  operation of a Resort,
Convention Center and Casino in the internationally  recognized  Uruguayan beach
resort Punta del Este.

The  consortium   considered  making  a  formal  application  to  the  Uruguayan
Authorities in due course,  but the  application  process has been halted by the
Uruguayan  Authorities  and there can be no certainty  that a final  application
will ever be made.

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,  an  increase  to $26  million in April 2000
whereby the line of credit decreases  quarterly  beginning in the fourth quarter
of 2000 and an extension of the maturity date to April 2004. In August 2002, the
RCF was further  amended to increase the facility to its original  amount of $26
million,  an increase of $5,777,  revise the  quarterly  reduction  schedule and
extend the  maturity  date to August 2007.  At December  31,  2002,  the maximum
available under the RCF was $26.0 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. The Company's weighted-average interest rate on the RCF was 9.15% in
2002, 9.04% in 2001 and 8.58% in 2000. The Company has entered into two interest
rate swap  agreements as more fully  described in Note 5, Long-Term Debt, to the
Consolidated Financial Statements.  In an environment of falling interest rates,
as we have seen in the last two years, the swap agreements are  disadvantageous.
Without the swap agreements the weighted-average  interest rate on the RCF would
have been 4.68% in 2002,  7.18% in 2001 and 9.11% in 2000. At December 31, 2002,
the Company's unused borrowing  capacity under the RCF was  approximately  $14.5
million.  A portion of the proceeds of borrowings under the RCF was used for the
development

                                      -9-
                                     <PAGE>

of The Caledon Casino,  Hotel & Spa. The RCF is secured by substantially  all of
the real and  personal  property  of  Womacks.  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.  The
Company has entered into two interest rate swap agreements that  effectively fix
the interest  rates at 5.55% on $7.5 million of the variable rate debt and 7.95%
on $4.0 million of the variable rate debt.  The swap on $7.5 million will mature
on October 1, 2003.  The swap on $4.0 million  will mature on July 1, 2005.  See
Note 5, Long-Term  Debt, to the  Consolidated  Financial  Statements for further
information.

Marketing Strategy

Womacks  Casino  and  Hotel  - The  marketing  strategy  of  Womacks  highlights
promotion of the Womacks  Gold Club,  a players club with a database  containing
profiles on over  100,000  members.  Gold Club  members  receive  benefits  from
membership,  such as cash,  coupons,  merchandise,  preferred parking,  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  information about upcoming events and parties,  and,
depending on player ranking, also receive invitations to special events.

Caledon Casino,  Hotel & Spa - As with Womacks  described  above,  the marketing
strategy of The Caledon Casino,  Hotel & Spa highlights promotion of its players
club and building its player information database.  Players club members receive
benefits such as cash, coupons, 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
newsletters of upcoming  events and parties,  and,  depending on player ranking,
also receive invitations to special events.

Competition

The  Cripple  Creek  Market - Cripple  Creek is a small  mountain  town  located
approximately  45 miles southwest of Colorado  Springs,  Colorado 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,  exclusive of Indian gaming
operations,  where  casino  gaming is legal,  the  others  being  Black Hawk and
Central City. Cripple Creek operated approximately 27% of the gaming devices and
generated  20% of gaming  revenues for these three cities  during the year ended
December 31, 2002. As of December 31, 2002,  there were 17 casinos  operating in
Cripple Creek.


                                      -10-
                                     <PAGE>


     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  year 1999 through  2002.  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>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                      GAMING REVENUE BY MARKET

                                         % change              % change               % change               % change
                                           Over                  Over                   Over                   Over
                               1999     Prior Year    2000     Prior Year    2001     Prior Year     2002    Prior Year
                           ---------------------------------------------------------------------------------------------
    CRIPPLE CREEK              $122,611    8.3%      $134,630     9.8%       $138,618      3.0%      $142,436     2.8%

    Black Hawk                 $354,914   30.5 %     $433,769    22.2%       $478,326     10.3%      $524,465     9.6%

    Central City                $73,794   -21.5%      $63,453    -14.0%       $59,730     -5.9%       $52,800    -11.6%
                              ---------             ---------               ---------                --------
    COLORADO TOTAL             $551,319    15.0%     $631,852     14.6%      $676,674      7.1%      $719,701     6.4%
                              =========    =====    =========     =====     =========      ====      ========     ====


                                                       CRIPPLE CREEK SLOT DATA

                                        % change                % change                % change                 % change
                                          Over                    Over                    Over                     Over
                              1999     Prior Year     2000     Prior Year     2001     Prior Year     2002      Prior Year
                          --------------------------------------------------------------------------------------------------
    Total Slot Revenue        $117,385        9.0%    $129,500       10.3%    $134,330        3.7%     $138,645        3.2%

    Average Number
    Of Slots                     4,071       -7.1%       4,148        2.2%       4,170        0.5%        4,187        0.4%

    Average Win Per
    Slot Per Day            79 dollars       19.9%  85 dollars        4.7%  88 dollars        3.5%   91 dollars        2.5%


</TABLE>

Gaming in Colorado is "limited  stakes,"  which  restricts any single wager to a
maximum of five dollars. While this limits the revenue potential of table games,
management believes that slot machine play, which accounts for over 97% of total
gaming  revenues,  is  currently  impacted  only  marginally  by the five dollar
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 or more substantial than those recently  undertaken
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.

                                      -11-
                                     <PAGE>

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                      CENTURY CASINOS' PROPERTY IN CRIPPLE CREEK
                                             ("Womacks Casino and Hotel")

                                        % change                % change                % change               % change
                                          Over                    Over                    Over                   Over
                              1999     Prior Year     2000     Prior Year     2001     Prior Year     2002    Prior Year
                          ------------------------------------------------------------------------------------------------
    Total Slot Revenue         $22,235   19.6%         $23,670    6.5%         $23,142   -2.2%         $23,563   1.8%

    Average Number
    Of Slots                      592     4.8%            627     5.9%            593    -5.4%        640        7.9%

    Average Win Per
    Slot Per Day           103 dollars   13.7%     103 dollars       -     107 dollars    3.6%     101 dollars   -5.6%

    Market Share in %            18.9%    8.3%           18.3%   -3.1%           17.2%   -5.7%           17.0%   -1.3%

</TABLE>

The Company competes,  to a far lesser extent, with 20 casinos in Black Hawk and
5 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.

The Caledon,  South Africa  Market - Caledon is a small  agricultural  community
located  approximately  60  miles  east of Cape  Town.  Caledon  lies on the N-2
highway - the main thoroughfare  between Cape Town and Durban - and is known for
its wild flower shows,  wineries and the natural historic hot springs located on
the Caledon Casino, Hotel and Spa site. Caledon experiences its heaviest traffic
during the December  holiday season  (summer in South  Africa).  Traffic will be
somewhat slower in the winter months (June through September), but management is
optimistic that the enhanced hot springs  facilities will  increasingly  attract
additional patrons during this time.

The Caledon  Casino,  Hotel and Spa  operates  its casino under one of only four
licenses  awarded  in the  Western  Cape  Province,  which has a  population  of
approximately  4 million.  Although the  competition is limited by the number of
casino  licenses  and the casinos  are  geographically  distributed,  management
continues  to  believe  that the  Caledon  Casino,  Hotel and Spa faces  intense
competition from a large casino located in Cape Town approximately one hour from
Caledon and, to a much lesser degree, two other casinos. The Company will strive
to compete  against these casinos by emphasizing  Caledon's  destination  resort
appeal in its  marketing  campaign,  by  promotion  of its  players  club and by
superior service to its players.

In addition,  there is intense  competition among companies in the South African
gaming industry,  and the gaming industry in general,  and many gaming operators
have  greater name  recognition,

                                      -12-
                                     <PAGE>


financial and marketing  resources than the Company.  The Company  competes with
many  established  operators  in  gaming  venues  other  than the  Western  Cape
Province.  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.

The National  Gambling  Board has approved the  introduction  of Limited  Payout
Machines ("LPM").  The National Gambling Board has approved 375 such devices for
the Overberg  region of the Western Cape, the market in which CCAL operates.  An
approved  operator will be permitted to operate the devices without the overhead
of a typical casino. They will however, be subject to central monitoring.

Casino gaming in South Africa is "unlimited  wagering" where each casino can set
its own limits. As a result,  the relationship  between table games revenues and
slot revenues  resembles more  traditional  gaming markets (unlike Cripple Creek
where over 97% of gaming  revenues  are  derived  from the slot  machines).  The
casino has 275 slot machines and 8 table games including blackjack, roulette and
poker.


                                      -13-
                                     <PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                           2002 AND 2001 GAMING REVENUE

                                                               % change                         % change
                                                                 Over                             Over
                                                2002        Prior Year (2)       2001        Prior Year (1)

   CALEDON CASINO                     Rand     R61,100           21.3%           R50,368          N/A
                            USD equivalent      $5,899                            $5,892

   Other (3 casinos)                  Rand    R861,821           15.5%          R745,943          N/A
                            USD equivalent     $83,438                           $87,530

   WESTERN CAPE TOTAL(1)              Rand    R922,921           15.9%          R796,311          N/A
                            USD equivalent     $89,337                           $93,422
                                               =======                           =======

(1) Western Cape information not available for 2000.
(2) Excluding effects of fluctuations in foreign exchange rate.

</TABLE>

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                             CALEDON MARKET POSITION

                                     % change               % change
                                       Over                   Over
                           2002     Prior Year     2001    Prior Year (2)
                         --------------------------------------------------
Market Share in % (1)      6.6%        4.8%        6.3%         N/A

                         --------------------------------------------------
Average Number
Of Slots                    254        1.6%        250          N/A

Slot Machine % of Total
Western Cape Market        11.2%       0.9%       11.1%         N/A

Average Number
Of Tables                    8        -42.9%        14          N/A

Table % of Total
Western Cape Market        9.9%       -34.9%      15.2%         N/A

(1) Based on the total Adjusted Gaming Revenue of Western Cape.
(2) Western Cape information not available for 2000.


                                      -14-
                                     <PAGE>


<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                            CENTURY CASINOS' PROPERTY IN CALEDON
                                             ("The Caledon Casino, Hotel & Spa")

                                   2000                             2001                               2002
                      ------------------------------- ---------------------------------- ----------------------------------
                          Rand           US $               Rand            US $               Rand            US $
                      ------------------------------- ---------------------------------- ----------------------------------
   Total Slot Revenue      R21,478        $2,838            R43,750          $5,104            R55,276          $5,343

   Average Number
       Of Slots                    250                               250                                254

   Average Win Per
     Slot Per Day      1,047 Rand *   138 dollars *        479 Rand       56 dollars          596 Rand       58 dollars

  * Partial year - The Caledon Casino opened for business on October 11, 2000.
It was in operation for 82 days in the year 2000.

</TABLE>

The decline in the  average  slot per day is largely  due to the  December  2000
opening of a major competitor in Cape Town, approximately one hour from Caledon,
with  approximately  1,400 slot machines and the  devaluation of the Rand versus
the U.S. dollar  throughout 2001 and a majority of 2002. The Company is focusing
its marketing  efforts on increasing the gaming revenue by increasing its market
share.

Employees

     Womacks Casino and Hotel - The Company employs approximately 200 persons in
Cripple Creek, CO on a full-time equivalent basis, including cashiers,  dealers,
food and beverage service personnel,  facilities  maintenance  staff,  security,
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.

     Caledon  Casino,  Hotel & Spa - The  Caledon  Casino,  Hotel & Spa  employs
approximately 350 persons on a full-time  equivalent basis,  including cashiers,
dealers,  room  service,   food  and  beverage  service  personnel,   facilities
maintenance  staff,  security,  accounting and marketing  personnel.  A standard
package of  employee  benefits is provided  to  full-time  employees  along with
training and job advancement opportunities.

     Casino & hotel  employees  are  represented  by the  T.E.U.S.A.  (Technical
Employee  Union of South  Africa).  Membership in the union is not mandatory and
less than 50% of eligible employees are currently members.  On November 24, 2001
the  T.E.U.S.A.  initiated a strike  action  against  the hotel and  casino.  An
application  for a temporary  interdict was granted by the Labor Court with cost
to the union and union  officials.  Employees  returned to work on December  15,
2001 and on January 29, 2002 the temporary  interdict was made final.  There was
no further industrial action.

                                      -15-
                                     <PAGE>

Seasonality

     Womacks Casino and Hotel - The Company's  business in Cripple Creek,  CO is
at its  highest  levels  during  the  tourist  season  (i.e.,  from May  through
September).  Its base level (i.e.,  October through April) is expected to remain
fairly  constant  although  weather  conditions  during this period could have a
significant impact on business levels in Colorado.

     Caledon  Casino,  Hotel  & Spa -  The  Company's  business  in  Caledon  is
seasonal;  the  highest  levels of business  activity  will occur in the holiday
season in December. Caledon has a very mild climate and management is optimistic
that it can maintain  steady traffic to The Caledon  Casino,  Hotel & Spa in the
winter months (June through  September) due to its enhanced historic hot springs
facilities.

Governmental Regulation and Licensing

     Womacks Casino and Hotel - The Company's  gaming  operations are subject to
strict  governmental  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  preservation,
building,  fire and  accessibility  requirements,  payment of gaming taxes,  and
regulations  concerning equipment,  machines,  tokens, gaming participants,  and
ownership  interests.  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
jurisdictions  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.

     The Colorado Limited Gaming Control  Commission  ("Commission") has adopted
regulations  regarding the ownership of gaming  establishments  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 including, but not limited to, notifying / filing
with  the  Colorado   Division  of  Gaming  any  proxy   statements,   lists  of
shareholders,  new officers  and  directors  of the  Company,  any  shareholders
obtaining  5% or more of the  Company's  common  stock and any  issuance  of new
voting  securities.  Management  believes that the Company is in compliance with
applicable gaming regulations.

     Other  state  regulatory  agencies  also impact the  Company's  operations,
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.

     Caledon Casino,  Hotel & Spa - Caledon's  gaming  operations are subject to
strict  regulations by the Western Cape Gambling and Racing Board under national
and provincial legislation. Statutes and regulations require the Company to meet
various standards relating to, among other matters, business licenses, licensing
of  employees,   historic   preservation,   building,   fire  and  accessibility
requirements,  payment of gaming taxes,  and regulations  concerning  equipment,
machines,  tokens,  gaming  participants,  and  ownership  interests.  Civil and
criminal  penalties can be

                                      -16-
                                     <PAGE>

assessed  against  the  Company  and/or  its  officers  to the  extent  of their
individual  participation  in, or association  with, a violation of any of these
gaming  statutes  or  regulations.  Management  believes  that the Company is in
compliance with applicable gaming regulations.

     Casino  Millennium - Casino  Millennium's  gaming operations are subject to
strict  regulations by the Czech Republic under national  legislation.  Statutes
and regulations require the Company to meet various standards relating to, among
other matters, business licenses, building, fire and accessibility requirements,
payment of gaming taxes, and regulations concerning equipment, machines, tokens,
gaming participants,  and ownership interests.  Civil and criminal penalties can
be  assessed  against  the  Company  and/or its  officers to the extent of their
individual  participation  in, or association  with, a violation of any of these
gaming  statutes  or  regulations.  Management  believes  that the Company is in
compliance with applicable gaming regulations.

     Silversea  Cruise Ships and The World of  ResidenSea - The casinos  onboard
the cruise ships only operate when they are in international waters.  Therefore,
the gaming  operations  are not  regulated by any  national or local  regulatory
body. However, the Company follows standardized rules and practices in the daily
operation of the casinos. This segment of the Company's operations accounted for
less than 3% of the Company's total net operating revenue for 2002.


Item 2.  Properties.

     The  Company's  U.S.  offices are located at 200-220 East  Bennett  Avenue,
Cripple  Creek,  Colorado.  See  Item  1.  "Business  --  Property  and  Project
Descriptions"  herein for a description of the Company's other  properties.  See
also Note 5,  Long-Term  Debt,  to the  Consolidated  Financial  Statements  for
complete  disclosure  of the debt  instruments  which are  secured by  Company's
property.

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.

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

     The 2002 annual meeting of the stockholders of the Company was held on July
5, 2002.  At the annual  meeting the two Class II directors to the Board,  Peter
Hoetzinger and James Forbes were  re-elected to the Board for a three year term.
On this  proposal  to elect  the  Class II  directors,  the  votes  were:  Peter
Hoetzinger,  12,154,035  for,  0 (zero)  against,  and 19,536  abstained;  James
Forbes,  12,154,035  for,  0 (zero)  against,  and  19,536  abstained.  No other
proposals were brought for a vote of the stockholders.

                                     PART II

Item 5. Market  for the  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 sale price
per share  quotations as reported on the NASDAQ Stock Market of the common stock
for the periods indicated. These quotations reflect inter-dealer prices, without
retail markup, mark down or commission and may not necessarily  represent actual
transactions. Actual prices may vary.

                                      -17-
                                     <PAGE>


Quarter Ended                Low             High

March 31, 2001              $1.63            $2.53
June 30, 2001               $1.69            $2.24
September 30, 2001          $1.65            $2.22
December 31, 2001           $1.86            $2.39

March 31, 2002              $2.02            $3.81
June 30, 2002               $2.60            $3.44
September 30, 2002          $1.95            $3.13
December 31, 2002           $1.63            $2.30

     At December 31, 2002, the Company had  approximately  100  shareholders  of
record of its common stock;  management  estimates that the number of beneficial
owners is approximately 1,409.

     At the present time,  management of the Company intends to use any earnings
that  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.

     The  following  table  provides  the  information  as of December  31, 2002
relating to securities authorized for issuance under equity compensation plans.

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


--------------------------------- ------------------------------ ------------------------------ ------------------------------
Plan category                     Number of securities to be     Weighted-average exercise      Number of securities
                                  issued upon exercise of        price of outstanding           remaining available for
                                  outstanding options,           options, warrants and rights   future issuance under equity
                                  warrants and rights                                           compensation plans
                                                                                                (excluding securities reflected
                                                                                                in column (a))
                                  (a)                            (b)                            (c )
--------------------------------- ------------------------------ ------------------------------ ------------------------------
Equity compensation plans                   2,790,700                        $1.30                        1,652,909
approved by security holders
--------------------------------- ------------------------------ ------------------------------ ------------------------------
Equity compensation plans not                   -                              -                              -
approved by security holders
--------------------------------- ------------------------------ ------------------------------ ------------------------------
Total                                       2,790,700                        $1.30                        1,652,909
--------------------------------- ------------------------------ ------------------------------ ------------------------------

</TABLE>

     The Company has adopted the Employees'  Equity Incentive Plan (the "Plan").
The Plan as  subsequently  amended  provides for the grant of awards to eligible
employees  in  the  form  of  stock,  restricted  stock,  stock  options,  stock
appreciation rights,  performance shares or performance units, all as defined in
the Plan. The Plan provides for the issuance of up to 4,500,000 shares of common
stock to  eligible  employees  through the  various  forms of awards  permitted.
Through  December 31, 2002,  only incentive  stock option awards,  for which the
option  price may not be less than fair  market  value at the date of grant,  or
non-statutory  options,  which may be  granted at any  option  price,  have been
granted under the Plan.  All options must have an exercise  period not to exceed
ten years. Options granted to date have one-year,  two-year or four-year vesting
periods. The Company's Incentive Plan Committee has the power and discretion to,
amongst other things, prescribe the terms

                                      -18-
                                     <PAGE>

and conditions for the exercise of, or modification  of, any outstanding  awards
in the event of merger,  acquisition or any other form of acquisition other than
a  reorganization  of  the  Company  under  United  States  Bankruptcy  Code  or
liquidation of the Company. The Plan also allows limited  transferability of any
non-statutory  stock  options  to  legal  entities  that  are  100% -  owned  or
controlled by the optionee or to the optionee's family trust. As of December 31,
2002  there were  2,790,700  options  outstanding  under the  Employee's  Equity
Incentive Plan.

Item 6. Selected Financial Data


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                          For the Year Ended December 31,

                                    2002              2001             2000              1999            1998
                                    ----              ----             ----              ----            ----
                                  (2), (3)             (4)              (1)

Results of Operations:
   Net Operating Revenue        $   29,337       $    29,576       $   26,232       $   20,929       $   17,281
   Net Earnings                      3,079             2,455            3,253            2,221            1,928
   Net Earnings per Share:
     Basic                      $     0.23       $      0.18       $     0.23       $     0.15       $     0.13
     Diluted                    $     0.20       $      0.16       $     0.22       $     0.15       $     0.13
Balance Sheet:
   Cash and Cash
   Equivalents                  $    5,073       $     3,365       $    9,077       $    2,508       $    2,176
   Total Assets                     51,143            44,819           56,122           34,023           34,684
   Long-Term Obligations            16,531            15,991           20,314           10,459           12,229
   Total Liabilities                24,040            22,641           33,152           12,892           15,536
                               ---------------------------------------------------------------------------------
   Total Shareholders' Equity       27,103            22,178           22,970           21,131           19,148
                               ---------------------------------------------------------------------------------

</TABLE>

(1)  In April 2000,  the Company,  through CCA,  purchased 50% interest in CCAL,
     which was awarded a casino license in April 2000. The Caledon Casino, Hotel
     and Spa opened for business in October 2000. In December 2000, the Company,
     through CCA,  acquired an additional 15% of The Caledon  Casino,  Hotel and
     Spa, raising its ownership of the project to 65%.

(2)  Effective  2002,  in  accordance  with SFAS No. 142,  the Company no longer
     amortizes  goodwill  and other  intangible  assets with  indefinite  useful
     lives. The goodwill  amortization  expense for the years ended December 31,
     2001, 2000, 1999 and 1998 was $1,171, $1,118, $841 and $841, respectively.

(3)  In 2002,  the  Company  wrote  down the value of the  non-operating  casino
     property  and land held for sale in Nevada by $447 and has  recorded a $399
     write-off  for  advances  made  and  pre-construction   costs  incurred  in
     conjunction with the  Johannesburg  project and a $298 write-off for unpaid
     management fees from Casino  Millennium.  See Note 12, Property  Write-Down
     and Other Write-Offs, to the Consolidated Financial Statements.

(4)  In 2001,  the  reduction in total assets is  principally  the result of the
     effects of the change in the exchange rate on CCAL assets.


                                      -19-
                                     <PAGE>



Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations


Forward-Looking Statements, Business Environment and Risk Factors

Forward-Looking Statements and Business Environment Information contained in the
following discussion of results of operations and financial condition of the
Company 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  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,  the
Company's  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.

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

Comparison of the year ended December 31, 2002 with the year ended December 31,
2001

Cripple  Creek,  Colorado
Womacks is located in Cripple Creek,  Colorado.  Net operating revenue,  derived
principally  from its  gaming  operations,  increased  to  $21,260  in 2002 from
$21,022  in 2001.  Womacks  casino  revenue  increased  to  $20,983 in 2002 from
$20,645 in 2001, or 1.7%. In the fourth quarter of 2001, the Company undertook a
6,022  square foot  expansion  to the rear of the  property,  of which half will
increase  space for  gaming.  The first half of the  project  was  completed  in
September  2002 and the last half of the project is expected to be  completed in
the second  quarter of 2003.  The average  number of gaming devices in 2002 were
640 compared to an average of 593 in 2001.  The  Company's  share of the overall
Cripple Creek market was 16.9% in 2002 compared to 17.0% in 2001. Womacks Casino
operated  approximately  15.3% of the gaming devices in the Cripple Creek market
in 2002, with an average win per day per machine of $101 dollars compared with a
city average of $91 dollars.  In 2001, Womacks operated  approximately  14.2% of
the gaming devices in the Cripple Creek market,  with an average win per machine
per day being $107 dollars compared with the city average of $88 dollars.  Gross
margin  for  the  Cripple  Creek  casino  activities  (casino  revenues,  net of
applicable casino gaming  incentives,  less casino expenses)  decreased to 66.5%
compared  to 69.4% a year  earlier.  In 2002,  Womacks  paid a higher  amount of
royalties on participation machines. With participation machines, Womacks pays a
fee to the manufacturer based on a percentage of the win. In most instances, the
branded games that are being introduced to the market are not available for

                                      -20-
                                     <PAGE>

purchase.  They can only be  installed  in the  casino  via  revenue  sharing or
participation  agreements.  Management  makes its  decisions to introduce  these
machines based on the consumer demand for the product. Gaming tax in Colorado is
calculated  on a graduated  scale,  therefore the  effective  rate  increases as
casino revenue improves.  Management  continues to focus on the marketing of the
casino through the expansion of the successful Gold Club.  Management  continues
to place  emphasis on further  refining  the  product  mix,  upgrading  both the
interior of the facilities, as well as the slot machine mix.

Food and Beverage  revenues in 2002  decreased  to $945 from $1,132 in 2001,  or
16.5%,  primarily  the result of reducing  the  operating  hours in the Goldmine
restaurant.  In July 2002,  Womacks  introduced  Bob's  Grill on the main gaming
floor to improve customer convenience and converted the upstairs restaurant to a
fine  dining  restaurant  with  limited  operating  hours.  The cost of food and
beverage promotional  allowances,  which are included in casino costs,  slightly
increased to $954 in 2002 from $950 in 2001.

Hotel revenue increased to $248 from $144, or 71.7% as the result of introducing
10 new luxury rooms in July of 2001 and 3 additional  luxury rooms at the end of
the first quarter of 2002. All of the revenue  generated by the hotel  operation
is derived from comps to better players.

General and  administrative  expenses increased to $4,129 in 2002 from $4,046 in
2001, or 2.1%.

Depreciation  decreased  to $1,334 in 2002 from  $1,655 in 2001.  As a result of
adopting SFAS No. 142 the Company no longer  amortizes the remaining  balance in
goodwill resulting in a reduction of $1,342 in amortization expense.

Interest expense, including debt issuance cost, decreased to $1,421 in 2002 from
$1,433 in 2001.  Since the second  quarter of 2000 the  Company  has  borrowed a
total of $7 million under the RCF to fund its  investments in South Africa.  The
resulting  interest  charge of  approximately  $777 in 2002 and $926 in 2001 has
been charged against the Cripple Creek segment and has not been allocated to the
South African  segment  during 2002 and 2001,  respectively,  in order to comply
with the reporting requirements established by the Company's lender.

The Cripple Creek segment recognized income tax expense of $3,259 in 2002 versus
$2,697 in 2001 due to an increase in pre-tax earnings.

South Africa
When  comparing  last year to the current year,  the  deterioration  in the Rand
versus  the  dollar has had a negative  impact on the  reported  revenues  and a
positive impact on expenses.

Net operating  revenue provided by the segment  decreased to $7,083 in 2002 from
$7,408 in 2001. The Caledon Casino Hotel and Spa faces intense  competition from
a significantly  larger casino  operation in Cape Town, S.A.  approximately  one
hour away.  Caledon  casino  revenue  decreased to $5,728 in 2002 from $5,772 in
2001,  or 0.8%.  Excluding the effect of the Rand  conversion  rate from year to
year,  casino  revenue  increased by 20.3%.  Gross margin for the Caledon casino
activities (casino revenues, less casino expenses) increased to 62.8% from 55.4%
a year earlier,  as a result of  management's  ability to contain costs while it
has increased gaming revenue through its marketing efforts.

Food and beverage revenue  increased to $804 in 2002 from $765 in 2001, or 5.0%.
Excluding  the  effect of the  change in the Rand  conversion  rate from year to
year, food and beverage revenue increased by 26.1%.

                                      -21-
                                     <PAGE>


Hotel revenue increased to $633 in 2002 from $611 in 2001.  Excluding the effect
of the  change in the Rand  conversion  rate from  year to year,  hotel  revenue
increased by 24.3%,  primarily due to the increase in the number of rooms comped
by the casino to its better players.

General and  administrative  expenses decreased to $1,685 in 2002 from $1,810 in
2001, or 6.9%.  Excluding the effect of the change in the Rand  conversion  rate
from year to year, general and administrative expenses increased by 13%.

Depreciation  expense  incurred in South  Africa  decreased to $734 in 2002 from
$1,219  in 2001 due in part to the  effect  of the  currency  devaluation.  As a
result of adopting  SFAS No. 142 the Company no longer  amortizes  the remaining
balance in goodwill resulting in a reduction of $75 in amortization expense.

Interest expense,  including debt issuance cost,  decreased to $804 in 2002 from
$881 in 2001. The weighted-average interest rate on the borrowings under the PSG
loan agreement is 16.9% in both 2002 and 2001.

Property  write-down  and other  write-offs in 2002 includes a pre-tax charge of
$377 to write  off  advances  made,  and  pre-construction  costs  incurred,  in
conjunction with the Johannesburg project.

The South  African  segment  recognized  an income  tax  expense of $416 in 2002
versus an income tax benefit of $157 in 2001. The South African  Revenue Service
(SARS) is currently  auditing the tax returns of Century  Casinos  Caledon (Pty)
Ltd (CCAL)  filed for  calendar  years 2000 and 2001.  SARS is  questioning  the
deductibility of certain licensing and pre-opening costs, among others, deducted
for tax  purposes.  The  Company  has  recorded  a $56  charge  as an  estimated
additional tax as a result of the audit.

Cruise Ships
Net operating  revenue decreased to $824 in 2002 from $891 in 2001. Gross margin
for the casino activities (casino revenues,  less casino expenses)  increased to
31.7% from 23.9% a year earlier. Following the tragedy of the September 11, 2001
attacks on the World  Trade  Center,  the cruise  ships have seen a  substantial
decrease in the amount of passenger traffic. In October 2001,  Silversea Cruises
removed  from  service  one of the four  ships on which the  Company  has casino
operations.  In 2002,  cruise ship casino  operations  started to rebound as the
travel  industry  began to  recover.  In March  2002,  The  World of  ResidenSea
embarked on her maiden voyage. The Silver Wind, which was removed from operation
when passenger  traffic declined during the last year, is being  refurbished and
is expected to return to operation in June 2003. In 2002,  the Company  operated
an average of 165 gaming positions on the four cruise liners in service.

Depreciation expense has slightly decreased to $45 in 2002 from $47 in 2001.

$88 has been  allocated  to the cruise  ships for income  taxes in the year 2002
compared to $82 in 2001.

Corporate & Other
Net operating revenue of $170 for 2002 and $255 for 2001 consists principally of
management  fees  earned  from  operating  Casino  Millennium  in Prague,  Czech
Republic.  The  management  fees decreased to $149 in 2002 from $205 in 2001. In
August 2002, Prague,  Czech Republic  experienced a devastating flood throughout
the city. Although the Casino Millennium property was not damaged, public access
to the city in the vicinity of the casino has been  severely  limited for months
following  the  disaster  and has  negatively  affected  the  casino  operation.
Effective  September  1, 2002,

                                      -22-
                                     <PAGE>

management  fees and  interest  due to the Company  will not be accrued  until a
certainty of cash flow is attained for Casino Millennium.

General and  administrative  expense  decreased to $1,565 in 2002 from $1,673 in
2001, or 6.4%,

Depreciation expense decreased to $191 in 2002 from $226 in 2001.

Property  write-down  and other  write-offs in 2002 includes a pre-tax charge in
the amount of $447 to reduce the value of a  non-operating  property held by the
Company in Nevada to its fair  value,  less costs to sell,  based on the current
assessment  of the  property  and a pre-tax  charge of $298 to write off  unpaid
management  fees and loans related to its operations in Prague,  Czech Republic.
An additional $27 in interest income on the unpaid management fees and loans was
also written off,  bringing  the total  pre-tax  charge for the segment to $772.
Property write-down and other write-offs in 2001 include a charge of $57 for the
write-down  in value of  non-operating  property and land held by the Company in
Nevada.  The current  book value of the  property  is $421.  By  agreement  (see
Footnote  No.  8,  Commitments,   Contingencies   and  Other  Matters,   to  the
Consolidated  Financial  Statements),   $196  remaining  in  the  value  of  the
receivable,  will be contributed as part of the Company's proposed investment in
the property.


Comparison of the year ended  December 31, 2001 with the year ended December 31,
2000

Cripple Creek, Colorado
Net operating revenue, derived principally from its gaming operations, decreased
marginally  to $21,022  in 2001 from  $21,612 in 2000.  Womacks  casino  revenue
decreased  to $20,645 in 2001 from  $21,211 in 2000,  or 2.7%.  During the first
quarter of 2001,  the Company  undertook an extensive  remodeling  of the second
floor of its  property,  transforming  previously  used  gaming  space into much
needed  hotel space.  The number of gaming  devices was reduced to an average of
593 in 2001 from an average of 627 during 2000. The construction was a necessary
step towards the future  expansion of gaming space to the rear of the  property.
The Company's  share of the overall  Cripple Creek market  decreased to 17.0% in
2001 from 17.9% in 2000.  Womacks  Casino  operated  approximately  14.2% of the
gaming devices in the Cripple Creek market in 2001,  with an average win per day
per machine of $107 dollars compared with the city average of $88 dollars. Gross
margin  for  the  Cripple  Creek  casino  activities  (casino  revenues,  net of
applicable casino gaming incentives,  less casino expenses) remained  relatively
flat at 69.4% compared to 70.0% a year earlier.

Food and Beverage  revenues in 2001  increased to $1,132 from $1,002 in 2000, or
12.9% as the Company continued to focus on improving  service.  The cost of food
and  beverage  promotional  allowances,  which are  included  in  casino  costs,
increased to $950 in 2001 from $829 in 2000.

Hotel revenue increased to $144 in 2001 from $81 in 2000, or 77.7% as the result
of introducing 10 new luxury rooms in July of 2001. All of the revenue generated
by the hotel operation is derived from comps to its better players.

General and  administrative  expenses decreased to $4,046 in 2001 from $5,127 in
2000, or 21%.  Expenses  associated with the cost of check  processing  totaling
$229 have been  reclassified  to casino cost.  In  addition,  the cost of casino
management allocated from corporate operations has been reduced by $430 in 2001.
Additional  reductions  in  payroll  cost  further  reduced  the  administrative
expenses by $217.

                                      -23-
                                     <PAGE>


Depreciation  decreased  to  $1,655 in 2001  from  $1,899 in 2000.  Amortization
remained unchanged at $1,342 in both 2000 and 2001.

Interest expense, including debt issuance cost, decreased to $1,433 in 2001 from
$1,510 in 2000. In April 2000,  the Company  borrowed $3.8 million under the RCF
to fund its  investment  in Caledon,  South  Africa.  An  additional  $1,800 was
borrowed in November 2000 to fund the  acquisition of an additional 15% interest
in the South African operation.  The investment has resulted in the incursion of
approximately $926 in cumulative interest charged to the Company's Cripple Creek
operations.  The weighted-average interest rate on the borrowings under the RCF,
including  effects of the swap  agreements,  has increased to 9.04% in 2001 from
8.58% in 2000.  The  average  outstanding  balance  borrowed  under  the RCF was
$11,716 in 2002 compared to $12,435 in 2001.

The Cripple Creek segment recognized income tax expense of $2,697 in 2001 versus
$2,262 in 2000 due to an increase in pre-tax earnings.

South Africa
The  acquisition  of The Caledon  Casino,  Hotel & Spa  contributed  significant
revenues to the consolidated  results of the Company.  The Caledon Casino, Hotel
and Spa began  operations  in  October  2000.  Net  operating  revenue  provided
increased  to  $7,408 in 2001 from  $4,155  in 2000.  Deterioration  in the Rand
versus the dollar  over the span of 2001 had a negative  impact on the  reported
revenues.  The Caledon Casino, Hotel & Spa also faces intense competition from a
significantly larger casino operation in Cape Town, S.A., approximately one hour
away. Gross margin for the Caledon casino activities  (casino  revenues,  net of
applicable casino gaming  incentives,  less casino expenses)  decreased to 55.4%
from 71.0% a year earlier. Management reduced expenses to an average of $224 per
month in 2001 from an average  of $426 per month in 2000 to offset  the  reduced
level of revenue.

Food and beverage revenue provided by a full year of operation increased to $765
in 2001 from $375 in 2000, or 104%.

Hotel  revenue  provided by a full year of  operation  increased to $611 in 2001
from $176 in 2000.  All of the revenue  generated  from the hotel  operation  is
derived from comps to its better players.

General and  administrative  expenses increased to $1,810 in 2001 from $1,232 in
2000, or 46.9%.  The 2000 results include  approximately  $652 in one time costs
associated with the startup of the casino in October 2000.

Depreciation  expense  incurred in South Africa increased to $1,219 in 2001 from
$290 in 2000 as a result of a full year of operation and early 2001 construction
of the new spa. The  amortization of goodwill  resulting from the Company's late
2000 purchase of an additional 15% interest resulted in a charge of $75 in 2001.

Interest expense,  including debt issuance cost,  increased to $881 in 2001 from
$367 in 2000. As of December 31, 2001, CCAL incurred  approximately $3.9 million
in debt at the  exchange  rate  as of  December  31,  2001 to fund  the  capital
improvements to the Hotel, Casino & Spa. The  weighted-average  interest rate on
the borrowings under the PSG loan agreement is 16.9% in both 2001 and 2000.

The South  African  segment  recognized  an income  tax  benefit of $157 in 2001
versus an income tax expense of $193 in 2000.

                                      -24-
                                     <PAGE>


Cruise Ships
Beginning in the fourth quarter of 2000 the Company  installed casino operations
on four six-star vessels belonging to Silversea  Cruises.  Net operating revenue
increased  to $891 in 2001  from  $189 in  2000.  Gross  margin  for the  casino
activities (casino revenues, less casino expenses) decreased to 23.9% from 81.6%
a year  earlier.  Following the tragedy of the September 11, 2001 attacks on the
World Trade  Center,  the cruise ships have seen a  substantial  decrease in the
amount of passenger  traffic.  In October 2001,  Silversea  Cruises removed from
service one of the four ships on which the Company has casino operations.  This,
combined with the cost of  transporting  personnel to and from the ships,  along
with the cost of  transporting  new equipment and supplies for  installation  of
gaming equipment on the ResidenSea,  severely  impacted the profitability in the
fourth quarter.

Depreciation  expense  increased to $47 in 2001 from $6 in 2000 as a result of a
full year of operation.

$82 was  allocated  to the cruise ships for income taxes in the year 2001 and $5
in 2000.

Corporate & Other
Management  fees  earned  from  operating  Casino  Millennium  in Prague,  Czech
Republic  increased  to $205 in 2001 from $177 in 2000.  Overall  net  operating
revenues reported by the segment decreased to $255 in 2001 from $276 in 2000.

Depreciation increased slightly to $226 in 2001 from $216 in 2000.

General and  administrative  expense  increased to $1,673 in 2001 from $1,509 in
2000, or 10.9%,

Property write-down and other write-offs in 2001 include a charge of $57 for the
write-down  in value of  non-operating  property and land held by the Company in
Nevada.

Other income for 2000 includes a $1,380 in income from the sale of the Company's
casino rights in an Indiana riverboat gaming license.

Liquidity and Capital Resources

Cash and cash  equivalents  totaled $5.1 million  (including  $491 of restricted
cash) at December 31, 2002, and the Company had net deficit  working  capital of
$20.  Additional  liquidity  may be provided by the Company's  revolving  credit
facility  ("RCF")  with Wells  Fargo  Bank,  under which the Company has a total
commitment of $26,000 and unused borrowing capacity of approximately  $14,500 at
December 31, 2002.

For the year ended December 31, 2002, cash provided by operating  activities was
$7.4 million compared with $6.4 million in 2001 and $7.1 million in 2000.

Cash used in  investing  activities  of $4.5  million  for the year ended  2002,
consisted of $1,355  towards the purchase and  improvements  of the Palace Hotel
and property,  $1,200 towards the expansion of the Womacks casino at the rear of
the  property  that is  expected to be  completed  in 2003,  which will  provide
additional  gaming space,  $130 towards the construction of a restaurant & grill
on the first floor of Womacks  casino,  $812 on new gaming  equipment,  $477 for
additional  improvements  to  the  property  in  Caledon,  South  Africa,  $460,
primarily  for  land   purchased  for  the  proposed   casino   development   in
Johannesburg, South Africa, less $263 received from the disposition of property,
and the balance of $284 due to expenditures  for other long-lived  assets.  Cash
used in investing  activities of $3.3 million for the year ended 2001, consisted
principally  of $920 in cost related to the  construction  and furnishing of new
hotel space at Womacks,  including the associated  cost of  re-constructing  the
casino  floor,  $400  towards  the  expansion  of the  casino at the rear of the
property that

                                      -25-
                                     <PAGE>


opened in 2002, which provided  additional  gaming space as well as hotel rooms,
$1.6 million towards  improvements  at The Caledon Casino,  Hotel & Spa in South
Africa and the balance of $277 due to expenditure for other  long-lived  assets.
Cash  used by  investing  activities  was  $13.9  million  for the year 2000 and
included  $1.4  million in  capitalized  licensing  cost  related to The Caledon
Casino,  Hotel & Spa,  $2.0  million  for the  purchase  of land for  additional
parking in Cripple Creek,  $1.8 million towards the  construction of the Womacks
Event  Center and the  purchase  of other fixed  assets,  $7.8  million  towards
construction  of The Caledon  Casino,  Hotel & Spa and $1.8 million  towards the
purchase of its 65% equity  interest in CCBC,  offset by $1.4  million  from the
sale of the Company's interest in an Indiana riverboat gaming license.

Cash used in  financing  activities  of $1.5  million  for the year  ended  2002
consisted of net  repayments  of $301 under the RCF with Wells  Fargo,  plus net
repayments  of $607  under  the loan  agreement  with PSG,  additional  deferred
financing  charges  incurred by the Caledon Casino,  Hotel & Spa, with a cost of
$23,  additional deferred financing charges incurred by the Company to amend the
RCF, with a cost of $92, the repurchase of company's  stock, on the open market,
with a cost of $366 and other net repayments of $111. Net cash used in financing
activities of $8.4 million for the year ended 2001  consisted of net  repayments
of $6.8 million under the RCF with Wells Fargo, net repayments of $417 under the
loan agreement with PSG, repurchase of Company's stock, on the open market, with
a cost of $606,  and other net  payments of $613.  Cash  provided  by  financing
activities of $13.6 million in 2000  consisted of net borrowings of $9.5 million
under  the RCF with  Wells  Fargo,  and $5.6  million  borrowed  under  the loan
agreement  with PSG,  offset by the repurchase of company's  stock,  on the open
market, with a cost of $818, and other net payments of $800.

Effective  April 26,  2000,  the Company and Wells  Fargo Bank  entered  into an
amended and restated credit agreement,  which increased the borrowing commitment
as of that date from $17.2 million to $26 million and extended the maturity date
of the RCF until April 2004. The agreement was further amended in August 2001 to
give greater  flexibility  to the ability to use the borrowed funds for projects
for the  Company.  Under  the terms of the  previous  agreements  the  borrowing
commitment  under the RCF reduced by $722 each quarter.  The agreement was again
amended in August 2002 to increase the available  funds to $26,000 and to extend
the  maturity  date of the RCF to August  2007.  Prior to  signing  the  current
amendment the borrowing commitment had been reduced to $20,222.

In April 2000,  Century Casinos Caledon (Pty) Ltd. ("CCAL") was awarded a gaming
license for a casino at a 92-room resort hotel and spa in Caledon, a province of
the Western Cape, South Africa,  and the Company's  subsidiary,  Century Casinos
Africa (Pty) Ltd ("CCA"),  acquired a 50% equity  interest in CCAL.  The Company
made an initial equity investment of approximately $1,534 in, and loans totaling
approximately  $2,302 to, CCAL with borrowings obtained under the Company's RCF.
CCA has a ten-year casino management  agreement with CCAL, which may be extended
at the Company's  option for multiple  ten-year  periods.  In November 2000, the
Company,  through CCA, acquired an additional 15% of CCAL, raising its ownership
in CCAL to 65%. The  acquisition of the  additional  interest was completed with
the payment of  approximately  $1,800 by Century through CCA to COIL in exchange
for 15% of the total  shares of common  stock of CCAL  (valued at  approximately
$1,200) and a shareholder  loan to CCAL previously held by COIL (with a value of
approximately  $600).  In January 2003,  the Company  through CCA,  acquired the
remaining 35% interest in CCAL. The  acquisition  of the remaining  interest was
completed with the payment of approximately  $2.6 million by Century through CCA
to COIL in exchange  for 35% of the total shares of common stock of CCAL (valued
at  approximately  $1.4 million) and a shareholder  loan held by COIL (valued at
approximately $1.2 million).

In April 2000,  CCAL  entered into a loan  agreement  with PSG  Investment  Bank
Limited ("PSGIB"),  which provides for a principal loan of approximately  $5,539
at the exchange rate as of December 31, 2001 to fund  development of the Caledon
project.  In April 2001,  CCAL entered into an addendum to

                                      -26-
                                     <PAGE>

the loan agreement in which PSGIB  provided CCAL with a standby  facility in the
amount of approximately $525 at the exchange rate as of December 31, 2002. Under
the original  terms of the agreement  CCAL made its first  principal  payment in
December  2001,  based  on  a  repayment  schedule  that  required   semi-annual
installments  continuing  over a five-year  period.  On March 26, 2002, CCAL and
PSGIB entered into an amended  agreement that changed the repayment  schedule to
require quarterly  installments  beginning on March 26, 2002 and continuing over
the  remaining  term of the original 5 year  agreement.  Outstanding  borrowings
under the standby  facility bear interest at 15.1%. As of December 31, 2002, the
entire amount has been advanced against the loan and the standby facility.

The  Company  has a 20-year  agreement  with  Casino  Millennium  a.s.,  a Czech
company,  to operate a casino in the five-star Marriott Hotel, in Prague,  Czech
Republic  which began in January 1999. 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 leases gaming equipment, with an original cost of
approximately $1.3 million, to the casino for 45% of the casino's net profit. In
January  2000,  the Company  entered into a memorandum  of agreement  with B. H.
Centrum,  a Czech company which owns the hotel and casino  facility,  to acquire
the operations of the casino by either a joint  acquisition of Casino Millennium
a.s. or the formation of a new joint venture.  The transaction,  when completed,
will result in the Company having a 50% equity interest in Casino Millennium. In
December  2002,  the Company,  through CMB, paid $236 towards an initial  equity
investment of 10% in Casino Millennium, subject to the repayment of a CM loan to
a Czech bank by Strabag AG,  which has not been repaid.  The Company  expects to
contribute gaming equipment and certain  pre-operating costs in exchange for the
additional 40% interest in Casino Millennium.  The balance of the transaction is
expected to be completed in 2003, subject to certain  contingencies and contract
conditions.

The  Company's  Board of  Directors  has  approved  a  discretionary  program to
repurchase up to $5 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.  During 2002,
the Company purchased 177,920 additional shares, or 1.2%, of its common stock at
an average  cost per share of $2.35.  Beginning  in 1998 and through  2002,  the
Company  has  repurchased  a  total  of  2,367,720  shares  at a  total  cost of
approximately $3.3 million.  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.  During  September
2001, CCA entered into an agreement to secure a 50% ownership  interest in Rhino
Resort Ltd.  ("RRL"),  a consortium which includes  Silverstar  Development Ltd.
("Silverstar").  RRL submitted an application for a proposed hotel/casino resort
development  in that region of the  greater  Johannesburg  area of South  Africa
known  as the West  Rand at a cost of  approximately  400  million  Rand  ($46.6
million).  In November  2001, RRL was awarded the sixth and final casino license
serving  the Gauteng  province in South  Africa.  In  February  2002,  Tsogo Sun
Holdings (Pty) Ltd ("Tsogo"),  a competing  casino,  filed a Review  Application
seeking to overturn the license award by the Gauteng Gambling Board ("GGB").  In
September 2002, the High Court of South Africa  overturned the license award. As
a result of these  developments,  the Company has recorded a $377  write-off for
all advances made, and pre-construction  cost incurred,  in conjunction with the
Johannesburg  project.  In November  2002, and upon the advice of legal counsel,
Silverstar,  with the support and agreement of all other parties to the original
two applications for the West Rand license,  including CCA, made  representation
to the GGB  requesting  that the sole  remaining  license  for the  province  of
Gauteng now be awarded to Silverstar  pursuant to its original 1997 application.
Notwithstanding  Silverstar's belief as to the legal and public-policy framework
that  would  now  justify  such  an  award,  the  GGB in  December  2002  denied
Silverstar's  request.  In  consequence,  Silverstar on March 4, 2003  initiated
legal action  against the GGB in the High Court of South Africa  seeking,  inter
alia,  that the  court now

                                      -27-
                                     <PAGE>


compel the authorities to award the license to Silverstar.  Due process in terms
of such an action will  likely  result in the matter not being heard by the High
Court  before  the  third  quarter  of 2003.  CCA,  through  its  majority-owned
subsidiary  - Century  Casinos  West Rand  (Pty) Ltd.  - remains  contracted  to
Silverstar  by a resort  management  agreement.  Under  the  circumstances,  the
conditions  to CCA's  previous  funding  commitment  of 50  million  Rand to the
project are rendered  incapable of fulfillment  without  specific waiver by CCA,
and the  appropriateness  of any waiver of conditions will be determined by CCA,
at such time as CCA  believes  sufficient  progress on  Silverstar's  efforts is
achieved.

In the  fourth  quarter  2001,  Womacks  began a 6,022  square  foot  expansion.
Approximately  half of the space will provide additional gaming space. The other
half will  increase  the  "back of house"  area.  The total  construction  cost,
excluding additional slot machines,  is expected to be $2.0 million. The project
is expected to be completed in the first half of 2003.

Management  believes that the Company's cash at December 31, 2002, together with
expected cash flows from  operations and borrowing  capacity under the RCF, will
be sufficient to fund its anticipated  capital  expenditures,  pursue additional
business growth  opportunities for the foreseeable  future, and satisfy its debt
repayment obligations.

Contractual Obligations and Commercial Commitments-


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

 --------------------------- --------------------------------------------------------------
  Contractual Obligations                             Payments Due by Period
                             ------------- -------------- ----------------- ---------------
                               Total        Less than 1  1-3 years   4-5 years    After 5
                                               year                                years
 ---------------------------  -----------  ----------- ------------ ----------  -----------
 Long-Term Debt               $   17,826   $    1,555  $     2,716 $   12,330   $     1,225
 ---------------------------  -----------  ----------- ----------- -----------  -----------
 Capital Lease Obligations           448          152          282         14           -
 ---------------------------  -----------  ----------- ----------- -----------  -----------
 Operating Leases                  1,136          287          452        180           217
 ---------------------------  -----------  ----------- ----------- -----------  -----------
 Total Contractual Cash       $   19,410   $    1,994  $     3,450 $   12,524   $     1,442
 Obligations
 ---------------------------  -----------  ----------- ----------- -----------  -----------

</TABLE>

Critical Accounting Policies

In accordance with recent  Securities and Exchange  Commission  guidance,  those
material  accounting  policies  that we  believe  are the  most  critical  to an
investor's understanding of the Company's financial results and condition and/or
require complex management  judgment have been expanded and are discussed below.
Information  regarding the Company's  other  accounting  policies is included in
Note 2 to the Company's consolidated financial statements.

Revenue  Recognition  - Casino  revenue is the net win from  gaming  activities,
which  is  the  difference  between  gaming  wins  and  losses.  Management  and
consulting  fees are  recognized  as  revenue  as  services  are  provided.  The
incremental amount of unpaid progressive jackpots is recorded as a liability and
a reduction of casino revenue in the period during which the progressive jackpot
increases.  Promotional  allowances reduce revenues in determining net operating
revenue.

Goodwill and Other Intangible  Assets - The Company's  goodwill results from the
acquisitions of casino and hotel operations.

                                     -28-
                                     <PAGE>

Effective January 1, 2002 the Company adopted Statement of Financial  Accounting
Standards Board (SFAS) No. 142 "Goodwill and Other Intangible Assets".  SFAS No.
142 addresses the methods used to capitalize,  amortize and to assess impairment
of intangible assets,  including  goodwill resulting from business  combinations
accounted for under the purchase method. Effective with the adoption of SFAS No.
142, the Company no longer amortizes  goodwill and other intangible  assets with
indefinite  useful lives,  principally  unamortized  casino  license  costs.  In
evaluating the Company's  capitalized casino license cost related to CCAL, which
comprises principally all of its other intangible assets,  management considered
all of the criteria set forth in SFAS No. 142 in determining its useful life. Of
particular significance in that evaluation was the existing regulatory provision
for annual  renewal of the license at minimal  cost and the current  practice of
the Western Cape  Gambling and Racing Board  ("Board") of granting such renewals
as long as all applicable  laws are complied with as well as compliance with the
original  conditions of the casino  operator  license as set forth by the Board.
Based on that  evaluation,  the Company has deemed the casino  license  costs to
have an  indefinite  life as of January 1, 2002.  Included in assets at December
31, 2002 is unamortized  goodwill of approximately $7,899 and unamortized casino
license costs of approximately $1,298.

In  accordance  with  SFAS  No.  142,  the  Company  completed  step  one of the
impairment  test  on each of the  reporting  units  for  which  it has  recorded
goodwill  as of January 1, 2002 during the second  quarter of 2002.  The Company
contracted  third-party  valuation  firms  to  complete  the  analysis  of  each
reporting  unit.  In completing  its analysis of the fair value of  WMCK-Venture
Corporation,  parent company of Womacks  Casino and Hotel,  the Company used the
Discounted  Cash Flow ("DCF")  Method in which the  reporting  unit is valued by
discounting  the  projected  cash flows,  to a period in which the annual growth
rate is expected to stabilize,  to their present value based on a  risk-adjusted
discount  rate.  Projected  cash flows  through  2008,  are based on  historical
results,  adjusted  based on  management's  conservative  projection  of  future
revenue growth given existing market  conditions.  A risk adjusted discount rate
of 10%, which  estimates the return  demanded by third-party  investors,  taking
into account  market  risks,  and the cost of equity and  after-tax  debt in the
optimal  hypothetical  capital  structure,  was used in the DCF  calculation  of
WMCK-Venture  Corp.  In  completing  its  analysis of the fair  market  value of
Century Casinos Caledon (Pty) Ltd, the owner of The Caledon Casino, Hotel & Spa,
the Company also  applied the DCF method and the results were  compared to other
methods of  valuation,  most  notably the net asset value of Caledon in order to
further justify the range of values.  Cash flows were projected  through the end
of 2015. A risk adjusted  rate of 23.2%,  taking into account risk free rates of
return, the return demanded by the South African equity market and a risk factor
which measures the  volatility of Caledon  relative to the equity  markets,  was
used in the DCF  calculation of Caledon.  The Company also tested for impairment
as of January 1, 2002 its previously  recognized intangible asset deemed to have
an indefinite useful life (unamortized casino license costs). As a result of the
analysis,  the Company has determined that there is no impairment of goodwill or
other  intangible  assets.  In accordance with the SFAS No. 142, the Company has
completed its assessment of the goodwill and other intangibles for impairment at
December 31, 2002 and determined that there have been no significant  changes in
the fair value of the assets,  no adverse changes in the projected cash flows or
any events or circumstances  that would lead management to believe that the fair
value of the assets as  determined  at January 1, 2002 is less than the  current
carrying  value of the  reporting  units.  The Company  will  continue to assess
goodwill and other intangibles for impairment at least annually hereafter.

Foreign Exchange - Current period transactions  affecting the profit and loss of
operations  conducted in foreign  currencies are valued at the average  exchange
rate for the period in which they are incurred.  Except for equity  transactions
and balances  denominated in U.S. dollars,  the balance sheet is re-valued based
on the exchange rate at the end of the period.

                                      -29-
                                     <PAGE>

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk  principally  related to changes in interest rates
and foreign currency exchange rates. To mitigate some of these risks, we utilize
derivative  financial  instruments  to  hedge  these  exposures.  We do not  use
derivative financial instruments for speculative or trading purposes.

All of the potential  changes noted below are based on information  available at
December 31, 2002. Actual results may differ materially.

Interest  Rate  Sensitivity

The Company is subject to interest rate risk on the outstanding  borrowing under
a Revolving  Line of Credit  Facility  with Wells  Fargo  Bank.  Interest on the
agreement is variable based on the interest rate option selected by the Company,
whereby the interest on the  outstanding  debt is subject to fluctuations in the
prime  interest rate as set by Wells Fargo,  or LIBOR.

In order to  minimize  the risk of  increases  in the  prime  rate or LIBOR  the
Company has entered into two  interest-rate  swap agreements on a total of $11.5
million  notional  amount of debt. In 1998, the Company entered into a five-year
interest  rate swap  agreement  which matures on October 1, 2003 on $7.5 million
notional  amount of debt under the RCF,  whereby the Company pays a  LIBOR-based
fixed rate of 5.55% and receives a  LIBOR-based  floating  rate reset  quarterly
based on a  three-month  rate.  In May 2000,  the Company  entered into a second
five-year  interest  rate swap  agreement  which matures on July 1, 2005 on $4.0
million  notional  amount of debt  under the RCF,  whereby  the  Company  pays a
LIBOR-based  fixed rate of 7.95% and receives a LIBOR-based  floating rate reset
quarterly  based on a  three-month  rate.  Generally,  the swap  arrangement  is
advantageous  to the Company to the extent that interest  rates  increase in the
future and  disadvantageous  to the extent  that they  decrease.  Therefore,  by
entering into the interest rate swap  agreements,  we have a cash flow risk when
interest  rates  drop.  For  example,  for each  hypothetical  100 basis  points
decrease  in the three month LIBOR rate below the fixed rate paid by the Company
less the  applicable  margin  results in an increased  use of $115 in cash on an
annual basis.

Foreign Currency Exchange Risk

The majority of our revenue,  expense,  and capital  purchasing  activities  are
transacted  in U.S.  dollars.  However,  since a portion of our  operations  are
conducted  outside of the U.S., we enter into  transactions in other currencies,
primarily the South African Rand.

Fluctuations  in the Rand affect the value of the  Company's  investment  in The
Caledon Casino, Hotel & Spa. A hypothetical devaluation of 10% in the dollar vs.
the Rand based on the  exchange  rate as of December  31, 2002 would  reduce the
value of the Company's investment by approximately $600.

Foreign  currency  fluctuations  also  have  an  impact  on  reported  earnings,
primarily  those of the Company's  South  African  Subsidiary.  Fluctuations  in
foreign  currency  rates  did not have a  material  impact  on the  consolidated
results of operations during the years 2002, 2001 and 2000.

Item 8. Financial Statements and Supplementary Data

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


Item 9. Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
        Financial Disclosure.

There were no changes in accountants,  nor any  disagreements  on accounting and
financial  disclosure  with  Grant  Thornton  LLP,  the  Company's   independent
auditors.


                                      -30-
                                     <PAGE>


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

The  information  required by this item will be included in the Company's  Proxy
Statement  with respect to its 2003 Annual Meeting of  Stockholders  to be filed
with the  Commission  within 120 days of December 31,  2002,  under the captions
"Information  Concerning  Directors and Executive Officers" and "Compliance with
Section  16(a) of the  Securities  Exchange Act" and is  incorporated  herein by
reference.


Item 11. Executive Compensation.

The  information  required by this item will be included in the Company's  Proxy
Statement  with respect to its 2003 Annual Meeting of  Stockholders  to be filed
with the  Commission  within 120 days of December  31,  2002,  under the caption
"Information  Concerning  Directors and Executive  Officers" and is incorporated
herein by reference.


Item 12. Security  Ownership of Certain  Beneficial  Owners and  Management and
         Related Stockholder Matters.


The  information  required by this item will be included in the Company's  Proxy
Statement  with respect to its 2003 Annual Meeting of  Stockholders  to be filed
with the  Commission  within 120 days of December  31,  2002,  under the caption
"Voting Securities" and is incorporated herein by reference.


Item 13. Certain Relationships and Related Transactions.

The  information  in this item is  incorporated  by reference from the Company's
Definitive   Proxy   material  with  respect  to  the  2003  Annual  Meeting  of
Stockholders  to be filed with the  Commission  within 120 days of December  31,
2002, under the caption "Certain  Relationships and Related Transactions" and is
incorporated herein by reference.


                                     PART IV

Item 14. Controls and Procedures

Under the supervision and with the  participation  of management,  including its
principal  executive officer and principal  financial  officer,  the Company has
evaluated  the  effectiveness  of the design  and  operation  of its  disclosure
controls and procedures (which are designed to ensure that information  required
to be  disclosed  in the reports  submitted  under the Exchange Act is recorded,
processed,  summarized,  and reported,  within the time periods specified in the
SEC's rules and  forms).  Based on their  evaluation,  the  Company's  principal
executive  officer and principal  financial  officer have  concluded  that these
controls and procedures are effective.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and  therefore  there were no  corrective  actions  taken.

                                      -31-
                                     <PAGE>


Item 15. Exhibits , Financial Statement Schedules, and Reports on Form 8-K.

     (a)  1.  Financial  Statements of the Company  (including  related notes to
          consolidated  financial  statements)  filed as part of this report are
          listed below:

               Consolidated Balance Sheets as of December 31, 2002 and 2001.

               Consolidated  Statements of Earnings for the Years Ended December
               31, 2002, 2001 and 2000.

               Consolidated Statements of Shareholders' Equity and Comprehensive
               Income  (Loss) for the years ended  December 31,  2002,  2001 and
               2000.

               Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
               December 31, 2002, 2001 and 2000.

     (a) 2. Financial Statement Schedule

               None

     (a)  3. Exhibits  Filed Herewith or  Incorporated  by Reference to Previous
          Filings with the Securities and Exchange Commission:

The following exhibits were included with the filing of the Alpine's Form 10-KSB
for the fiscal  year ended  December  31,  1993 and are  incorporated  herein by
reference:

Exhibit No.      Description

  10.14   Plan of Reorganization and Agreement Among Alpine Gaming, Inc., Alpine
          Acquisition,  Inc. and Century Casinos  Management,  Inc. - Filed with
          Form 8-K  dated  December  24,  1993  and  incorporated  by  reference
          therein.

  10.15   Amendments One, Two and Three to Plan of Reorganization  and Agreement
          Among  Alpine  Gaming,  Inc.,  Alpine  Acquisition,  Inc.  and Century
          Casinos Management, Inc.

The following exhibits were filed with the Form 10-KSB for the fiscal year ended
December 31, 1995 and are incorporated herein by reference:

Exhibit No.      Description

  3.1     Certificate of Incorporation (filed with Proxy Statement in respect of
          1994  Annual  Meeting  of  Stockholders  and  incorporated  herein  by
          reference).

  3.2     Bylaws (filed with Proxy  Statement in respect of 1994 Annual  Meeting
          of Stockholders and incorporated herein by reference).

  10.51   Asset Purchase  Agreement  dated as of September 27, 1995 by and among
          Gold Creek  Associates,  L.P.,  WMCK  Acquisition  Corp.  and  Century
          Casinos,  Inc.,  including  Exhibits and  Schedules,  along with First
          Amendment thereto.

                                      -32-
                                     <PAGE>


  10.57   Stock Purchase  Agreement dated December 21, 1995 between  Switzerland
          County  Development  Corp.  ("Buyer") and Century Casinos  Management,
          Inc. and Cimarron Investment Properties Corp. ("Sellers").

  10.58   Consultancy Agreement - Chalkwell Limited.

The following exhibits were filed with the Form 8-K Current Report dated July 1,
1996 and are incorporated herein by reference:

Exhibit No.     Description

  10.60   Promissory  Note dated March 19, 1992,  made by Chrysore,  Inc. in the
          original amount of $1,850,000 payable to R. & L Historic  Enterprises,
          together with  Assignment  dated September 14, 1992 of said Promissory
          Note to TJL  Enterprises,  Inc. and  Assignment  dated May 16, 1996 of
          said Promissory Note to Century Casinos, Inc.

  10.61   Promissory Note dated July 1, 1996, made by WMCK Acquisition  Corp. in
          the  original  principal  amount of  $5,174,540  payable to Gold Creek
          Associates,  L.P.,  together with Guaranty dated July 1, 1996, of said
          Promissory Note by Century Casinos, Inc.

  10.62   Building Lease dated as of July 1, 1996, among TJL Enterprises,  Inc.,
          WMCK  Acquisition  Corp.  and Century  Casinos,  Inc.,  together  with
          Memorandum of Building  Lease with Option to Purchase dated as of July
          1, 1996, among the same parties.

  10.63   Four Party Agreement,  Assignment and Assumption of Lease,  Consent to
          Assignment  of Lease,  Confirmation  of Option  Agreement and Estoppel
          Statements  dated as of July 1,  1996,  among  Harold  William  Large,
          Teller Realty, Inc., Gold Creek Associates, L.P., and WMCK Acquisition
          Corp.

  10.64   Consulting   Agreement  dated  as  of  July  1,  1996,   between  WMCK
          Acquisition Corp. and James A. Gulbrandsen.

  10.65   Consulting   Agreement  dated  as  of  July  1,  1996,   between  WMCK
          Acquisition Corp. and Gary Y. Findlay.

The following  exhibit was filed with the Form 10-QSB for the  quarterly  period
ended March 31, 1997 and is incorporated herein by reference:

Exhibit No.      Description

  10.68   Credit Agreement dated as of March 31, 1997, between Wells Fargo Bank,
          N.A.  ("Lender");  WMCK Venture Corp.,  Century Casinos Cripple Creek,
          Inc., and WMCK Acquisition Corp.  ("Borrowers");  and Century Casinos,
          Inc. ("Guarantor").

The following exhibits were filed with the Form 10-KSB for the fiscal year ended
December 31, 1997 and are incorporated herein by reference:

                                      -33-
                                     <PAGE>


Exhibit No.      Description

  10.69   First  Amendment to the Credit  Agreement  dated as of March 31, 1997,
          between Wells Fargo Bank, N.A. ("Lender"); WMCK Venture Corp., Century
          Casinos Cripple Creek, Inc., and WMCK Acquisition Corp. ("Borrowers");
          and Century Casinos, Inc. ("Guarantor"), dated November 11, 1997.

  10.70   Second  Amendment to the Credit  Agreement dated as of March 31, 1997,
          between Wells Fargo Bank, N.A. ("Lender"); WMCK Venture Corp., Century
          Casinos Cripple Creek, Inc., and WMCK Acquisition Corp. ("Borrowers");
          and Century Casinos, Inc. ("Guarantor"), dated January 28, 1998.

The following  exhibits were filed with the Form 10-QSB for the quarterly period
ended June 30, 1998 and are incorporated herein by reference:

Exhibit No.      Description

  10.71   Termination of Stock Transfer and Registration  Rights Agreement dated
          May 1, 1998, between Century Casinos, Inc. and Gary Y. Findlay

  10.72   Promissory Note dated April 30, 1998,  between Century  Casinos,  Inc.
          and Gary Y. Findlay

  10.73   Termination of Stock Transfer and Registration  Rights Agreement dated
          June 2, 1998, between Century Casinos, Inc. and James A. Gulbrandsen

  10.74   Promissory Note dated June 2, 1998, between Century Casinos,  Inc. and
          James A. Gulbrandsen

  10.76   Casino  Consulting  Agreement  dated  March 25,  1998,  by and between
          Rhodes  Casino  S.A.,   Century  Casinos,   Inc.  and  Playboy  Gaming
          International Ltd.

The following exhibits were filed with the Form 10-KSB for the fiscal year ended
December 31, 1998 and are incorporated herein by reference:

Exhibit No.     Description

  10.77   Third  Amendment to the Credit  Agreement  dated as of March 31, 1997,
          between Wells Fargo Bank, N.A. ("Lender"); WMCK Venture Corp., Century
          Casinos Cripple Creek, Inc., and WMCK Acquisition Corp. ("Borrowers");
          and Century Casinos, Inc. ("Guarantor"), dated November 4, 1998.

  10.78   Parking  Lease - Option to  Purchase  dated June 1, 1998,  between the
          City  of  Cripple  Creek  ("Lessor")  and  WMCK  Venture   Corporation
          ("Lessee")

The following  exhibits were filed with the Form 10-QSB for the quarterly period
ended March 31, 1999 and are incorporated herein by reference:

Exhibit No.     Description

                                      -34-
                                     <PAGE>


  10.79   Casino Services  Agreement dated January 4, 1999 by and between Casino
          Millennium  a.s.,  Century Casinos  Management,  Inc. and B.H. Centrum
          a.s.

  10.80   Option to Purchase Real Property  dated March 25, 1999, by and between
          Robert J. Elliott ("Optionor") and WMCK Venture Corp. ("Optionee").

  10.81   Letter Amendment to Note Agreement dated April 1, 1999, by and between
          Century Casinos, Inc. and Thomas Graf

The following  exhibit was filed with the Form 10-QSB for the  quarterly  period
ended June 30, 1999 and is incorporated herein by reference:

Exhibit No.     Description

  10.82   Master Lease  Agreement  dated  January 4, 1999 by and between  Casino
          Millennium a.s. and Century Management und Beteiligungs GmbH

The following  exhibit was filed with the Form 10-QSB for the  quarterly  period
ended September 30, 1999 and is incorporated by reference:

Exhibit No.      Description

  10.83   Waiver and Release and Consulting  Agreement dated October 15, 1999 by
          and between Norbert Teufelberger and Century Casinos, Inc.

The following exhibits were filed with the Form 10-KSB for the fiscal year ended
December 31,1999 and are incorporated herein by reference:

Exhibit No.     Description

  10.84   Marketing and Investor Relations Agreement, dated November 5, 1999, by
          and between  Century  Casinos,  Inc. and advice!  Investment  Services
          GmbH, and related Warrant Agreement

  10.85   Fourth Amendment to the Credit Agreement,  dated as of March 31, 1997,
          between Wells Fargo Bank, N.A. ("Lender"); WMCK Venture Corp., Century
          Casinos Cripple Creek, Inc., and WMCK Acquisition Corp. ("Borrowers");
          and Century Casinos, Inc. ("Guarantor"), dated November 15, 1999

  10.86   Casino  Management  Agreement,  dated December 3, 1999, by and between
          Caledon  Casino Bid Company (Pty) Limited and Century  Casinos  Africa
          (Pty) Ltd.

  10.87   Shareholders  Agreement,  dated  December 3, 1999, and Addendum to the
          Agreement,  dated December 9, 1999, by and between  Caledon Casino Bid
          Company (Pty) Limited,  Caledon  Overberg  Investments  (Pty) Limited,
          Century  Casinos Africa (Pty) Ltd.,  Century  Casinos,  Inc. (not as a
          shareholder or party,  but for clauses 4.2.3 and 6.7 of this agreement
          only), Caledon Hotel Spa and Casino Resort (Pty) Limited,  Fortes King
          Hospitality (Pty) Limited,  The Overberger Country Hotel and Spa (Pty)
          Limited, and Senator Trust.

                                      -35-
                                     <PAGE>


  10.88   Memorandum of  Agreement,  dated January 7, 2000, by and between B. H.
          Centrum  a.s (a  subsidiary  of Ilbau  and Bau  Holding)  and  Century
          Casinos, Inc.

  10.89   Assumption and Modification Agreement,  dated February 7, 2000, by and
          between Marcie I. Elliott  ("Optionor")  and WMCK Venture  Corporation
          ("Optionee")

  10.90   Commercial  Contract to Buy and Sell Real Estate,  dated  November 17,
          1999,   by  and  between  WMCK  Venture   Corporation   ("Buyer")  and
          Saskatchewan Investments, Inc. ("Seller")

  10.91   Prepayment  and  Release,  dated  January  19,  2000,  by and  between
          Switzerland County  Development Corp. and Century Casinos  Management,
          Inc.

  10.92   Amendment No. 1 to Parking Lease - Option to Purchase,  dated February
          17, 2000,  by and between City of Cripple  Creek  ("Lessor")  and WMCK
          Venture Corporation ("Lessee")

The following  exhibits were filed with the Form 10-QSB for the quarterly period
ended March 31, 2000 and are incorporated herein by reference:

Exhibit No.      Description

  10.93   Amended and  Restated  Credit  Agreement,  by and among,  WMCK Venture
          Corp., Century Casinos Cripple Creek, Inc., and WMCK Acquisition Corp.
          (collectively,   the   "Borrowers"),   Century   Casinos,   Inc.  (the
          "Guarantor") and Wells Fargo Bank, National  Association,  dated April
          21, 2000.

  10.94   Loan Agreement between Century Casinos Africa  (Proprietary)  Limited,
          Caledon Casino Bid Company  (Proprietary)  Limited,  Caledon  Overberg
          Investments  (Proprietary)  Limited,  and Century  Casinos,  Inc. (for
          purposes of clause 14.6 only), dated March 31, 2000.

  10.95   Subscription  Agreement  between Century Casinos Africa  (Proprietary)
          Limited,  Caledon Casino Bid Company  (Proprietary)  Limited,  Caledon
          Overberg Investments  (Proprietary) Limited, and Century Casinos, Inc.
          (for purposes of clause 10.6 only), dated March 31, 2000.

The following  exhibits were filed with the Form 10-QSB for the quarterly period
ended June 30, 2000 and are incorporated herein by reference:

Exhibit No.     Description

  10.96   Loan  Agreement,  dated April 13, 2000,  between PSG  Investment  Bank
          Limited and Caledon Casino Bid Company (Proprietary) Limited

  10.97   Subordination,  Cession and Pledge  Agreement,  dated April 13,  2000,
          between  PSG   Investment   Bank  Limited,   Century   Casinos  Africa
          (Proprietary)  Limited,  Caledon  Overberg  Investments  (Proprietary)
          Limited, and Caledon Casino Bid Company (Proprietary) Limited

                                      -36-
                                     <PAGE>

The following exhibits were filed with the Form 10-KSB for the fiscal year ended
December 31, 2000 and are incorporated herein by reference:

Exhibit No.     Description

  10.98   Shareholders Agreement, dated November 4, 2000, by and between Caledon
          Casino Bid Company (Pty) Limited,  Caledon Overberg  Investments (Pty)
          Limited, Century Casinos Africa (Pty) Ltd., Century Casinos, Inc. (not
          as a shareholder or party,  but for clauses 8.5, 15.1 and 15.2 of this
          agreement only), Overberg Empowerment Company Limited and The Overberg
          Community Trust

  10.99   Sale of  Shares  Agreement,  dated  November  4,  2000 by and  between
          Caledon Casino Bid Company (Pty) Limited, Caledon Overberg Investments
          (Pty) Limited and Century Casinos Inc.

 The following exhibit was filed with the Form 10-QSB for the quarterly
 period ended March 31, 2001 and is incorporated herein by reference:

  Exhibit No.     Description

  10.100  April 21, 2001  Addendum  to Loan  Agreement,  dated  April 13,  2000,
          between PSG  Investment  Bank  Limited and Caledon  Casino Bid Company
          (Proprietary) Limited

 The following exhibit was filed with the Form 10-QSB for the quarterly
 period ended September 30, 2001 and is incorporated herein by reference:

  Exhibit No.     Description

  10.101  First Amendment to the Amended and Restated Credit  Agreement,  by and
          among,  WMCK Venture Corp.,  Century Casinos Cripple Creek,  Inc., and
          WMCK  Acquisition  Corp.  (collectively,  the  "Borrowers"),   Century
          Casinos,  Inc.  (the  "Guarantor")  and  Wells  Fargo  Bank,  National
          Association, dated August 22, 2001.

 The following exhibits were filed with the Form 10-KSB for the fiscal
 year ended December 31, 2001 and are incorporated herein by reference:

Exhibit No.     Description

  10.102  Management  Agreement  by and between  Century  Casinos Inc. and Focus
          Casino Consulting A.G. dated March 1, 2001.

  10.103  Management  Agreement by and between  Century Casinos Inc. and Flyfish
          Casino Consulting A.G. dated March 1, 2001.

  10.104  Equity  Subscription  Agreement by and between  Rhino Resort  Limited,
          Silverstar  Development  Limited and Century  Casinos Africa (Pty) Ltd
          dated September 7, 2001.

                                      -37-
                                     <PAGE>


  10.105  Memorandum of Agreement by and between  Century  Casinos Caledon (Pty)
          Ltd.  (previously  known as Caledon Casino Bid Company (Pty) Ltd.) and
          Century  Casinos  Africa (Pty) Ltd. and Fortes King  Hospitality  (Pty
          Ltd.  (and/or its successor to the Hotel  Management  Agreement - FKH)
          dated September 20, 2001.

  10.106  Amendment  to Loan  Agreement  between  Century  Casinos  Africa (Pty)
          Limited and Century  Casinos Caledon (Pty) Ltd.  (previously  known as
          Caledon Casino Bid Company (Pty) Ltd.),  Caledon Overberg  Investments
          (Pty) Limited and Century Casinos Inc. dated September 20, 2001.

  10.107  Adjustment/Amendment  No. 1 to  Management  Agreement  by and  between
          Century  Casinos Inc. and Focus Casino  Consulting  A.G. dated October
          11, 2001.

  10.108  Adjustment/Amendment  No. 1 to  Management  Agreement  by and  between
          Century Casinos Inc. and Flyfish Casino  Consulting A.G. dated October
          11, 2001.

  10.109  Employment  Agreement  by and between  Century  Casinos Inc. and Erwin
          Haitzmann dated October 12, 2001.

  10.110  Employment  Agreement  by and between  Century  Casinos Inc. and Peter
          Hoetzinger dated October 12, 2001.

  10.111  Amendment Number 1 to the Equity  Subscription  Agreement entered into
          on September 7, 2001 by and between Rhino Resort  Limited,  Silverstar
          Development  Limited and Century  Casinos Africa (Pty) Ltd dated March
          2, 2002.

  10.112  Second  Addendum to Loan Agreement  dated April 13, 2000,  between PSG
          Investment  Bank Limited and Caledon Casino Bid Company  (Proprietary)
          Limited completed on March 26, 2002.

The  following  exhibit  was filed with the Form 10-Q for the  quarterly  period
ended March 31, 2002 and is incorporated herein by reference:

Exhibit No.      Description

  10.113  Hotel  Management  Agreement  dated  December 3, 1999 between  Century
          Casinos  Caledon (Pty) Ltd.  (previously  known as Caledon  Casino Bid
          Company (Pty) Ltd.) and Fortes King Hospitality (Pty) Ltd.

The following  exhibits  were filed with the Form 10-Q for the quarterly  period
ended June 30, 2002 and are incorporated herein by reference:

Exhibit No.     Description

  3.2.2   Amended and Restated Bylaws of Century Casinos, Inc.

  10.114  Second Supplement to Rights Agreement dated July 2002, between Century
          Casinos,  Inc and  Computershare  Investor  Services,  Inc.  as rights
          agent.

                                      -38-
                                     <PAGE>

The following  exhibits  were filed with the Form 10-Q for the quarterly  period
ended September 30, 2002 and are incorporated herein by reference:

Exhibit No.      Description

  10.115  Second Amendment to the Amended and Restated Credit Agreement,  by and
          among,  WMCK Venture Corp.,  Century Casinos Cripple Creek,  Inc., and
          WMCK  Acquisition  Corp.  (collectively,  the  "Borrowers"),   Century
          Casinos,  Inc.  (the  "Guarantor")  and  Wells  Fargo  Bank,  National
          Association, dated August 28, 2002.


   The following exhibits are filed herewith:

Exhibit No.     Description

  10.116  First Amendment to the Employee's Equity Incentive Plan as Amended and
          Restated dated May 1, 2000.

  10.117  Second  Amendment to the Employee's  Equity  Incentive Plan as Amended
          and Restated dated March 12, 2001.

  10.118  Third Amendment to the Employee's Equity Incentive Plan as Amended and
          Restated dated June 1, 2001.

  10.119  The  Management  Agreement by and between  Century  Casinos,  Inc. and
          Respond Limited, dated January 1 ,2002.

  10.120  Employment  Agreement  by and between  Century  Casinos Inc. and Erwin
          Haitzmann as restated on February 18, 2003.

  10.121  Employment  Agreement  by and between  Century  Casinos Inc. and Peter
          Hoetzinger as restated on February 18, 2003.

  10.122  Adjustment/Amendment  No. 2 to  Management  Agreement  by and  between
          Century  Casinos Inc. and Focus Casino  Consulting  A.G. dated October
          12, 2002.

  10.123  Adjustment/Amendment  No. 2 to  Management  Agreement  by and  between
          Century Casinos Inc. and Flyfish Casino  Consulting A.G. dated October
          12, 2002.

  10.124  Sale  Agreement  between  Century  Casinos  Africa  (Pty)  Limited and
          Caledon Overberg Investments (Pty) Limited dated January 7, 2003.

  10.125  Cancellation  Agreement  between NEX Management (Pty) Ltd. And Century
          Casinos Caledon (Pty) Ltd. dated January 10, 2003.

  10.126  Fourth  Amendment to the Employee's  Equity  Incentive Plan as Amended
          and Restated dated March 10, 2003.

                                      -39-
                                     <PAGE>

  21.     Subsidiaries of the Registrant

  23.1    Consent of Independent Certified Public Accountants

  99.1    Certification  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002, Chairman of the Board and Chief Executive Officer.

  99.2    Certification  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002, Vice-Chairman and President.

  99.3    Certification  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002, Chief Accounting Officer.

b. Reports on Form 8-K Filed During the Registrant's Fourth Fiscal Quarter:

     No reports on Form 8-K were filed by the Company  during the fourth quarter
     of its fiscal year ended December 31, 2002.


                                      -40-
                                     <PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  CENTURY CASINOS, INC.

                                   By:/s/ Erwin Haitzmann
                                      ---------------------
                                      Erwin Haitzmann, Chairman of the Board and
                                      Chief  Executive  Officer


                                      /s/ Larry  Hannappel
                                      ----------------------
                                      Larry Hannappel,  Chief Accounting Officer
                                      (Principal  Accounting Officer)

                                   Date: March 11, 2003


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints  Erwin   Haitzmann,   his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all  amendments to this Form 10-K,  and to file the
same,  with  all  exhibits  thereto,   and  other  documentation  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agent full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the Registrant and
in the capacities indicated on March 11, 2003.

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Signature             Title                           Signature                 Title

/s/ Erwin Haitzmann   Chairman of the Board and       /s/ Gottfried Schellmann  Director
--------------------  Chief Executive Officer         ------------------------
Erwin Haitzmann                                       Gottfried Schellmann

/s/ Peter Hoetzinger  Vice Chairman of the Board      /s/ Robert S. Eichberg    Director
--------------------  and President                   ------------------------
Peter Hoetzinger                                      Robert S. Eichberg

/s/ James D. Forbes   Director                        /s/ Dinah Corbaci         Director
--------------------                                  ------------------------
James D. Forbes                                       Dinah Corbaci


</TABLE>



                                      -41-
                                     <PAGE>



                                  CERTIFICATION

     I, Erwin  Haitzmann,  Chief  Executive  Officer of  Century  Casinos,  Inc.
certify that:

1.   I have reviewed this annual report on Form 10-K of Century Casinos, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 11, 2003

/s/  Erwin Haitzmann
---------------------
Erwin Haitzmann
Chairman of the Board and Chief Executive Officer

                                      -42-
                                     <PAGE>



                                  CERTIFICATION

I, Peter  Hoetzinger,  Vice-Chairman  and  President  of Century  Casinos,  Inc.
certify that:

1.   I have reviewed this annual report on Form 10-K of Century Casinos, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 11, 2003

/s/  Peter Hoetzinger
---------------------
Peter Hoetzinger
Vice-Chairman and President


                                      -43-
                                     <PAGE>

                                  CERTIFICATION

I, Larry Hannappel,  Chief Accounting  Officer of Century Casinos,  Inc. certify
that:


1.   I have reviewed this annual report on Form 10-K of Century Casinos, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 11, 2003

/s/ Larry Hannappel
-----------------------
Larry Hannappel
Chief Accounting Officer


                                      -44-
                                     <PAGE>



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors and Shareholders
     of Century Casinos, Inc.


We have audited the  consolidated  balance sheets of Century  Casinos,  Inc. and
subsidiaries  as of  December  31, 2002 and 2001,  and the related  consolidated
statements of earnings, shareholders' equity and comprehensive income (loss) and
cash flows for each of the three years in the period  ended  December  31, 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits. We did not audit the consolidated financial statements of Century
Casinos Africa (Proprietary) Limited (CCA), a 94.8% owned subsidiary,  as of and
for the year ended December 31, 2002, which  statements  reflect total assets of
29 percent as of December 31, 2002 and total revenues of 24 percent for the year
then ended. Those statements were audited by other auditors whose report thereon
has been furnished to us, and our opinion,  insofar as it relates to the amounts
included for CCA for 2002, is based solely on the report of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement  presentation.  We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material respects,  the consolidated financial position of Century Casinos, Inc.
and subsidiaries as of December 31, 2002 and 2001, and the consolidated  results
of their  operations  and their  consolidated  cash  flows for each of the three
years in the period  ended  December  31,  2002 in  conformity  with  accounting
principles generally accepted in the United States of America.

As discussed in Note 2 to the  consolidated  financial  statements,  the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142) on January 1, 2002.



                                                              GRANT THORNTON LLP



Colorado Springs, Colorado
February 27, 2003

                                      -F1-
                                     <PAGE>




REPORT OF THE  INDEPENDENT  AUDITORS  TO THE MEMBERS OF CENTURY  CASINOS  AFRICA
(PROPRIETARY) LIMITED


     We have audited the  consolidated  balance sheets of Century Casinos Africa
(Proprietary)  Limited  and  subsidiaries  as at  December  31, 2002 and related
consolidated  income statements,  cash flow statements and statements of changes
in shareholders'  equity for the year then ended (not presented  herein).  These
financial statements are the responsibility of the directors of the Company. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

Scope

We conducted our audit in accordance with auditing standards  generally accepted
in South African and in the United States of America.  Those  standards  require
that we plan and perform the audit to obtain reasonable  assurance about whether
the  consolidated  financial  statements  (not  presented  herein)  are  free of
material misstatement. An audit includes:


-    examining, on a test basis, evidence supporting the amounts and disclosures
     included in the financial statements,

-    assessing the accounting  principles used and significant estimates made by
     management, and

-    evaluating the overall financial statement presentation.


We believe that our audit provides a reasonable basis for our opinion.

Audit Opinion

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Casinos Africa  (Proprietary)  Limited and its subsidiaries at December 31, 2002
and the  consolidated  results  of their  operations,  cash flow and  changes in
shareholders'  equity for the year then ended in  conformity  with South African
Statements of Generally Accepted Accounting Practice, and in the manner required
by the South African Companies Act, 1973.

Accounting  principles  generally  accepted  in South  Africa  differ in certain
significant respects from accounting principles generally accepted in the United
States of America and as allowed by Item 17 to Form 20-F. The application of the
latter  would  have  affected  the  determination  of  consolidated  net  income
expressed  in South  African  Rand for the year ended 31  December  2002 and the
determination  of consolidated  shareholders'  equity expressed in South African
Rand at 31  December  2002 to the extent  summarised  in Note 28 (not  presented
herein) to the financial statements.



/s/ PricewaterhouseCoopers Inc.
PRICEWATERHOUSE COOPERS INC.
Chartered Accountants (SA)
Registered Accountants and Auditors

Cape Town
12 March 2003

                                      -F2-
                                     <PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except for share information)
--------------------------------------------------------------------------------
<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                       December 31, 2002  December 31, 2001
ASSETS
Current Assets:
   Cash and cash equivalents (including restricted cash of  $491 and
   $334, respectively)                                                       $    5,073      $    3,365
   Receivables                                                                      133             433
   Prepaid expenses and other                                                       592             591
                                                                          -------------   -------------
       Total current assets                                                       5,798           4,389

Property and Equipment, net                                                      33,965          29,338
Goodwill, net                                                                     7,899           7,709
Casino License Acquisition Costs, net                                             1,298           1,010
Deferred Taxes                                                                    1,050           1,440
Other Assets                                                                      1,133             933
                                                                          -------------   -------------
Total                                                                        $   51,143      $   44,819
                                                                          =============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt                                         $    1,664      $    1,554
   Accounts payable and accrued liabilities                                       2,309           1,841
   Accrued payroll                                                                1,098             957
   Taxes payable                                                                    747             714
                                                                          -------------   -------------
        Total current liabilities                                                 5,818           5,066


Long-Term Debt, less current portion                                             16,531          15,991
Other Non-current Liabilities                                                       788             979
Minority Interest                                                                   903             605
Commitments and Contingencies                                                         -               -
Shareholders' Equity:
   Preferred stock; $.01 par value; 20,000,000 shares
       authorized; no shares issued and outstanding                                   -               -
   Common stock; $.01 par value; 50,000,000 shares authorized;
       14,485,776 shares issued; 13,580,864 and 13,728,784 shares
       outstanding, respectively                                                    145             145
   Additional paid-in capital                                                    21,874          21,901
   Accumulated other comprehensive loss                                         (1,052)         (3,291)
   Retained earnings                                                              7,926           4,847
                                                                          -------------   -------------
                                                                                 28,893          23,602
    Treasury stock - 904,912 and 756,992 shares at cost,                        (1,790)         (1,424)
                respectively
                                                                          -------------   -------------
           Total shareholders' equity                                            27,103          22,178
                                                                          -------------   -------------
Total                                                                        $   51,143      $   44,819
                                                                          =============   =============


See notes to consolidated financial statements
</TABLE>

                                      -F3-
                                     <PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar amounts in thousands, except for share information)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                For the Year Ended December 31,

                                                           2002              2001            2000
                                                           ----              ----            ----
Operating Revenue:
   Casino                                               $    30,607     $    30,096     $    27,703
   Food and beverage                                          1,749           1,897           1,377
   Hotel                                                        881             755             257
   Other                                                        524             771             427
                                                      -------------   -------------   -------------
                                                             33,761          33,519          29,764
   Less promotional allowances                              (4,424)         (3,943)         (3,532)
                                                      -------------   -------------   -------------
      Net operating revenue                                  29,337          29,576          26,232
                                                      -------------   -------------   -------------
Operating Costs and Expenses:
   Casino                                                     9,708           9,521           7,425
   Food and beverage                                            945           1,075             761
   Hotel                                                        564             673             416
   General and administrative                                 7,380           7,530           8,004
   Property write-down and other write offs                   1,145              57               -
   Depreciation and amortization                              2,304           4,564           3,753
                                                      -------------   -------------   -------------
   Total operating costs and expenses                        22,046          23,420          20,359
                                                      -------------   -------------   -------------
Earnings from Operations                                      7,291           6,156           5,873
   Other (expense), net                                     (1,727)         (1,939)            (20)
                                                      -------------   -------------   -------------
Earnings before Income Taxes and Minority Interest            5,564           4,217           5,853
   Provision for income taxes                                 2,454           1,794           2,542
                                                      -------------   -------------   -------------
Earnings before Minority Interest                             3,110           2,423           3,311
   Minority interest in subsidiary (earnings) losses           (31)              32            (58)
                                                      -------------   -------------   -------------
Net Earnings                                            $     3,079     $     2,455     $     3,253
                                                      =============   =============   =============

Earnings Per Share, Basic                                $     0.23      $     0.18     $      0.23
                                                      =============   =============   =============
Earnings Per Share, Diluted                              $     0.20      $     0.16     $      0.22
                                                      =============   =============   =============

See notes to consolidated financial statements
</TABLE>


                                      -F4-
                                     <PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 and 2000
(Dollar amounts in thousands, except for share information)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                             Accumulated    Retained
                                                  Additional    Other       Earnings
                                  Common Stock     Paid-in   Comprehensive (Accumulated     Treasury Stock           Comprehensive
                                 Shares  Amount    Capital   Income (Loss)  Deficit)     Shares     Amount     Total Income (Loss)

Balance at January 1, 2000    15,861,885  $  159   $ 23,329  $    (32)   $  (861)    1,385,000  $  (1,464)  $ 21,131
Purchases of Treasury Stock            -       -          -          -          -      464,800       (818)     (818)
Options exercised                  8,891       -          2          -          -            -          -          2
Re-issued treasury shares              -       -          -          -          -        (308)          -          -
Retired treasury shares      (1,385,000)    (14)    (1,449)          -          -  (1,385,000)      1,464          1
Foreign currency
  translation adjustment               -       -         -       (627)          -            -          -      (627)  $    (627)
Other equity changes                   -       -        28          -           -            -          -         28
Net earnings                           -       -         -          -       3,253            -          -      3,253       3,253
---------------------------------------------------------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2000  14,485,776     145     21,910      (659)      2,392      464,492      (818)     22,970  $    2,626
                                                                                                                      ==========

Purchases of treasury stock            -       -          -          -          -      340,000      (690)      (690)
Options exercised                      -       -       (16)          -          -     (47,500)         84         68
Foreign currency
 translation adjustment                -       -          -    (2,078)          -            -          -    (2,078)  $  (2,078)
Cumulative effect of change in
 accounting principle related to
 interest rate swap, net of
 income tax benefit                    -       -          -      (175)          -            -          -      (175)       (175)
Change in fair value of
 interest rate swap,
 net of income tax benefit             -       -          -      (379)          -            -          -      (379)       (379)
Other equity changes                   -       -          7          -          -            -          -          7
Net earnings                           -       -          -          -      2,455            -          -      2,455       2,455
--------------------------------------------------------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2001  14,485,776  $  145   $ 21,901  $ (3,291)   $  4,847      756,992  $  (1,424)   $ 22,178  $    (177)
                                                                                                                       =========

Purchases of treasury stock            -       -          -          -           -     177,920        (419)     (419)
Options exercised                      -       -       (27)          -           -    (30,000)           53        26
Foreign currency
  translation adjustment               -       -          -      2,179           -           -            -     2,179  $   2,179
Change in fair value of
 interest rate swap,
 net of income tax expense             -       -          -         60           -           -            -        60         60
Net earnings                           -       -          -          -       3,079           -            -     3,079      3,079
---------------------------------------------------------------------------------------------------------------------------------

BALANCE AT DECEMBER 31, 2002  14,485,776  $  145   $ 21,874  $  (1,052)   $  7,926     904,912   $  (1,790)  $ 27,103  $   5,318
                              ==========  ======    =======  ==========  =========    =========  ==========  ========  =========

See notes to consolidated financial statements
</TABLE>


                                      -F5-
                                     <PAGE>

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, except for share information)
--------------------------------------------------------------------------------



                                                                        For the Year Ended December 31,

                                                                     2002            2001           2000
                                                                     ----            ----           ----

Cash Flows from Operating Activities:
   Net earnings                                                     $ 3,079        $   2,455      $   3,253
   Adjustments to reconcile net earnings to net cash provided
    by operating activities
       Depreciation                                                   2,304            3,147          2,411
       Amortization of goodwill                                           -            1,417          1,342
       Amortization of deferred financing costs                          94               82             88
       Income from sale of casino project rights                          -                -        (1,380)
       Gain on disposition of assets                                   (34)             (13)           (80)
       Deferred income tax expense (benefit)                             78            (207)          (446)
       Minority interest in subsidiary earnings (losses)                 31             (32)             58
       Write down asset value (Note 8)                                  447                -              -
       Write off receivables and advances (Note 8)                      702                -              -
       Other                                                           (85)                5             34
       Changes in operating assets and liabilities
         Receivables                                                  (341)               38          (164)
         Prepaid expenses and other assets                               94              138          (358)
         Accounts payable and accrued liabilities                     1,027            (592)          2,304
                                                                ------------    ------------   ------------
         Net cash provided by operating activities                    7,396            6,438          7,062
                                                                ------------    ------------   ------------
Cash Flows from Investing Activities:
    Purchases of property and equipment                             (4,482)          (2,994)       (12,863)
    Sales (purchases) of short-term investment securities, net            -                -              8
    Proceeds from sale of casino project rights                           -                -          1,380
    Expenditures for deposits and other assets                        (236)            (277)        (1,179)
    Proceeds received from disposition of assets                        263                9            571
    Acquisition of subsidiary, net of cash acquired                       -                -        (1,858)
                                                                ------------    ------------   ------------
         Net cash used in investing activities                      (4,455)          (3,262)       (13,941)
                                                                ------------    ------------   ------------



</TABLE>

                          -Continued on following page-

                                      -F6-
                                     <PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollar amounts in thousands,except for share information)
--------------------------------------------------------------------------------

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                     For the Year Ended December 31,

                                                                2002              2001            2000
                                                                ----              ----            ----
Cash Flows from Financing Activities:
   Proceeds from borrowings                                      $ 15,556       $   21,321      $  31,401
   Principal repayments                                          (16,575)         (29,151)       (16,754)
   Deferred financing costs                                         (115)                -          (273)
   Purchases of treasury stock                                      (366)            (606)          (818)
                                                             ------------     ------------   ------------
       Net cash provided by (used in) financing activities        (1,500)          (8,436)         13,556
                                                             ------------     ------------   ------------
Effect of exchange rate changes on cash                               267            (452)          (108)
                                                             ------------     ------------   ------------
Increase (Decrease) in Cash and Cash Equivalents                    1,708          (5,712)          6,569

Cash and Cash Equivalents at Beginning of Year                      3,365            9,077          2,508
                                                             ------------     ------------   ------------
Cash and Cash Equivalents at End of Year                        $   5,073        $   3,365       $  9,077
                                                             ============     ============   ============


Supplemental Disclosure of Noncash Investing and Financing Activities:

In connection with the subsidiary acquired, liabilities were assumed as follows:

  Fair value of assets acquired, including cash of $881        $       -        $       -       $  6,707
  Cash Paid                                                            -                -        (2,739)
                                                             ------------    ------------   ------------
  Liabilities assumed                                          $       -        $       -       $  3,968
                                                             ============    ============   ============

Supplemental Disclosure of Cash Flow Information:

Interest paid , net of capitalized interest of $63 in 2002,    $   1,899        $   2,037       $  1,416
$219 in 2001 and $0 in 2000
                                                             ============    =============  ============
Income taxes paid                                              $   1,865        $   2,376       $  2,461
                                                             ============    =============  ============

</TABLE>

See notes to consolidated financial statements

                                      -F7-
                                     <PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except for share information)
--------------------------------------------------------------------------------

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Century  Casinos,  Inc. ("CCI",  the "Company") is an international  gaming
     company.   Wholly-owned   subsidiaries   of  CCI  include  Century  Casinos
     Management,  Inc. ("CCM"),  Century Casinos Nevada,  Inc. ("CCN", a dormant
     subsidiary),   Century   Management  u.  Beteiligungs  GmbH  ("CMB"),   and
     WMCK-Venture  Corp.  ("WMCK").  Wholly-owned  subsidiaries  of WMCK include
     WMCK-Acquisition  Corp.  ("ACQ") and Century  Casinos  Cripple Creek,  Inc.
     ("CCC").   Century  Casinos  Africa  (Pty)  Ltd.  ("CCA"),  a  94.8%  owned
     subsidiary of CCI, owns 65% of Century Casinos Caledon (Pty) Ltd.  ("CCAL")
     (100% as of  January  2003),  55% of Century  Casinos  West Rand (Pty) Ltd.
     ("CCWR")  and 50% of Rhino  Resort Ltd.  ("RRL").  The Company  owns and/or
     manages  casino  operations in the United States,  South Africa,  the Czech
     Republic, and international waters as follows:

          WMCK  owns and  operates  Womacks  Casino  and  Hotel  ("Womacks"),  a
          limited-stakes  gaming casino in Cripple Creek,  Colorado.  Womacks is
          one of the largest gaming facilities in Cripple Creek and is currently
          the core operation of the Company. The facility has 682 slot machines,
          six limited stakes gaming tables, 21 hotel rooms and 2 restaurants.

          CCA owns 65% of The Caledon Casino,  Hotel & Spa near Cape Town, South
          Africa and has a management contract to operate the casino. The resort
          has 275 slot  machines  and eight  gaming  tables,  a  92-room  hotel,
          mineral hot springs  and spa  facility,  2  restaurants,  3 bars,  and
          conference  facilities.  Subsequent to December 31, 2002, CCA acquired
          the remaining 35% of CCAL common stock,  thus bringing CCA's ownership
          of the  common  stock  of  CCAL to  100%.  See  Note  8,  Commitments,
          Contingencies  and  Other  Matters,  to  the  Consolidated   Financial
          Statements for further information.

          CCM manages  Casino  Millennium  located  within a five-star  hotel in
          Prague,  Czech  Republic.  Subject to the approval by regulators,  the
          Company  and  another  entity  have  each  agreed  to  purchase  a 50%
          ownership interest in Casino Millennium. In December 2002, the Company
          paid $236 towards a 10% ownership  interest,  subject to the repayment
          of a CM loan by Strabag AG, the Company's proposed partner,  which has
          not been  repaid.  The  balance of the  acquisition  is expected to be
          completed in 2003 by contributing assets of the casino currently owned
          by the Company and certain pre-operating costs paid by the Company.

          CCI serves as  concessionaire  of small  casinos on five luxury cruise
          vessels, one of which is temporarily out of service. The Company has a
          total of  approximately  171  gaming  positions  on the four  combined
          shipboard casinos currently in operation.

     The   Company   regularly   pursues    additional   gaming    opportunities
     internationally and in the United States.

     During  September  2001,  CCA  entered  into an  agreement  to secure a 50%
     ownership  interest  in Rhino  Resort  Ltd.  ("RRL"),  a  consortium  which
     includes  Silverstar  Development  Ltd.  ("Silverstar").  RRL  submitted an
     application for a proposed  hotel/casino  resort development in that region
     of the greater  Johannesburg area of South Africa known as the West Rand at
     a cost of approximately 400 million Rand ($46.6 million). In November 2001,
     RRL was  awarded  the sixth and final  casino  license  serving the Gauteng
     province in South Africa.  In February  2002,  Tsogo Sun Holdings (Pty) Ltd
     ("Tsogo"),  a  competing  casino,  filed a Review  Application  seeking  to
     overturn  the  license  award by the Gauteng  Gambling  Board  ("GGB").  In
     September  2002,  the High Court of South  Africa  overturned  the  license
     award. As a result of these  developments,  the Company has recorded a $377
     write-off for all advances made,  and  pre-construction  cost incurred,  in
     conjunction with the Johannesburg  project.  In November 2002, and upon the
     advice of legal counsel,  Silverstar, with the support and agreement of all
     other parties to the original two

                                      -F8-
                                     <PAGE>

     applications for the West Rand license,  including CCA, made representation
     to the GGB requesting  that the sole remaining  license for the province of
     Gauteng  now  be  awarded  to  Silverstar  pursuant  to its  original  1997
     application.  Notwithstanding  Silverstar's  belief  as to  the  legal  and
     public-policy  framework  that would now justify such an award,  the GGB in
     December 2002 denied Silverstar's  request.  In consequence,  Silverstar on
     March 4, 2003  initiated  legal action against the GGB in the High Court of
     South Africa seeking, inter alia, that the court now compel the authorities
     to award the license to Silverstar.  Due process in terms of such an action
     will likely  result in the matter not being heard by the High Court  before
     the third quarter of 2003.  CCA,  through its  majority-owned  subsidiary -
     Century Casinos West Rand (Pty) Ltd. - remains  contracted to Silverstar by
     a resort management agreement.  Under the circumstances,  the conditions to
     CCA's  previous  funding  commitment  of 50 million Rand to the project are
     rendered  incapable of fulfillment  without specific waiver by CCA, and the
     appropriateness  of any waiver of conditions  will be determined by CCA, at
     such time as CCA believes  sufficient  progress on Silverstar's  efforts is
     achieved.

2. SIGNIFICANT ACCOUNTING POLICIES

     Consolidation - The accompanying  consolidated financial statements include
     the accounts of CCI and its  majority-owned  subsidiaries.  All significant
     intercompany transactions and balances have been eliminated.

     Use of Estimates - The  preparation  of financial  statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America  requires  management to make estimates and assumptions that affect
     the reported  amount of assets and liabilities and disclosure of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     Actual results could differ from those estimates.

     Cash Equivalents - All highly liquid  investments with an original maturity
     of three  months or less are  considered  to be cash  equivalents.  Minimum
     deposits required in connection with CCAL's lending facility are designated
     as restricted cash on the consolidated balance sheets.

     Fair Value of Financial  Instruments - In accordance with the reporting and
     disclosure  requirements  of Statement of  Financial  Accounting  Standards
     ("SFAS") No. 107, "Disclosures about Fair Value of Financial  Instruments,"
     the Company calculates the fair value of financial instruments and includes
     this additional  information in the notes to its financial  statements when
     the fair value does not  approximate  the carrying value of those financial
     instruments.  The  Company's  financial  instruments  include cash and cash
     equivalents,  long-term debt and interest rate swap agreements.  Fair value
     is determined  using quoted market prices whenever  available.  When quoted
     market prices are not  available,  the Company uses  alternative  valuation
     techniques such as calculating  the present value of estimated  future cash
     flows utilizing  risk-adjusted discount rates. The Company's carrying value
     of financial  instruments  approximates fair value at December 31, 2002 and
     2001.

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
     Depreciation  of assets in  service  is  provided  using the  straight-line
     method over the estimated  useful lives of the assets.  Leased property and
     equipment  under  capital  leases  is  amortized  over  the  lives  of  the
     respective  leases or over the service  lives of the assets,  whichever  is
     shorter.

     Goodwill - Goodwill  represents  the excess of the purchase  price over the
     fair  value  of  the  net  identifiable   assets  acquired  in  a  business
     combination.

     Effective  January  1,  2002  the  Company  adopted  Financial   Accounting
     Standards  Board (the "FASB") SFAS No. 142 "Goodwill  and Other  Intangible
     Assets" (see Note 10).

                                      -F9-
                                     <PAGE>

     SFAS No. 142  addresses  the methods  used to  capitalize,  amortize and to
     assess impairment of intangible  assets,  including goodwill resulting from
     business  combinations  accounted for under the purchase method.  Effective
     with the adoption of SFAS No. 142, the Company no longer amortizes goodwill
     and other  intangible  assets with  indefinite  useful  lives,  principally
     deferred  casino  license costs.  In evaluating  the Company's  capitalized
     casino license cost related to CCAL, which comprises principally all of its
     other  intangible  assets,  management  considered  all of the criteria set
     forth in SFAS  No.  142 in  determining  its  useful  life.  Of  particular
     significance in that evaluation was the existing  regulatory  provision for
     annual  renewal of the license at minimal cost and the current  practice of
     the Western  Cape  Gambling and Racing  Board  ("Board")  of granting  such
     renewals  as long as all  applicable  laws are  complied  with,  as well as
     compliance with the original  conditions of the casino operator  license as
     set forth by the Board.  Based on that  evaluation,  the Company has deemed
     the casino license costs to have an indefinite  life as of January 1, 2002.
     Included  in  assets  at  December  31,  2002 is  unamortized  goodwill  of
     approximately  $7,899 and unamortized casino license costs of approximately
     $1,298.

     In  accordance  with SFAS No. 142,  the Company  completed  step one of the
     impairment  test on each of the  reporting  units for which it has recorded
     goodwill  as of January 1, 2002  during  the  second  quarter of 2002.  The
     Company contracted  third-party valuation firms to complete the analysis of
     each  reporting  unit.  In  completing  its  analysis  of the fair value of
     WMCK-Venture  Corporation,  parent company of Womacks Casino and Hotel, the
     Company used the Discounted Cash Flow ("DCF") Method in which the reporting
     unit is valued by  discounting  the  projected  cash flows,  to a period in
     which the annual  growth rate is expected to  stabilize,  to their  present
     value based on a risk-adjusted  discount rate. Projected cash flows through
     2008,  are based on  historical  results,  adjusted  based on  management's
     conservative  projection of future  revenue  growth given  existing  market
     conditions.  A risk  adjusted  discount  rate of 10%,  which  estimates the
     return demanded by third-party investors, taking into account market risks,
     and the cost of  equity  and  after-tax  debt in the  optimal  hypothetical
     capital structure, was used in the DCF calculation of WMCK-Venture Corp. In
     completing its analysis of the fair market value of Century Casinos Caledon
     (Pty) Ltd, the owner of The Caledon  Casino,  Hotel & Spa, the Company also
     applied the DCF method and the results  were  compared to other  methods of
     valuation,  most notably the net asset value of Caledon in order to further
     justify the range of values.  Cash flows were projected  through the end of
     2015. A risk adjusted rate of 23.2%, taking into account risk free rates of
     return,  the return  demanded by the South African equity market and a risk
     factor which  measures  the  volatility  of Caledon  relative to the equity
     markets,  was used in the DCF  calculation  of Caledon.  The  Company  also
     tested  for  impairment  as of January  1, 2002 its  previously  recognized
     intangible  asset  deemed to have an  indefinite  useful life  (unamortized
     casino  license  costs).  As a  result  of the  testing,  the  Company  has
     determined  that there is no  impairment  of goodwill  or other  intangible
     assets.  In accordance with the SFAS No. 142, the Company has completed its
     assessment of the goodwill and other intangibles for impairment at December
     31, 2002 and determined that there have been no significant  changes in the
     fair value of the assets, no adverse changes in the projected cash flows or
     any events or circumstances  that would lead management to believe that the
     fair value of the assets as  determined at January 1, 2002 is less than the
     current carrying value of the reporting units. The Company will continue to
     assess  goodwill and other  intangibles  for  impairment at least  annually
     hereafter.

     Impairment of Long-Lived Assets - The Company reviews long-lived assets for
     possible  impairment  whenever  events or  circumstances  indicate that the
     carrying  amount  of an  asset  may  not be  recoverable.  If  there  is an
     indication  of  impairment,  which is estimated as the  difference  between
     anticipated undiscounted future cash flows and carrying value, the carrying
     amount of the asset is written down to its estimated fair value by a charge
     to  operations.  Fair  value is  estimated  based on the  present  value of
     estimated  future cash flows using a discount  rate

                                      -F10-
                                     <PAGE>

     commensurate  with the risk  involved.  Estimates  of future cash flows are
     inherently  subjective  and are based on  management's  best  assessment of
     expected  future  conditions.   During  2001  FASB  issued  SFAS  No.  144,
     "Accounting  for the Impairment or Disposal of Long-Lived  Assets" which is
     effective for fiscal years  beginning after December 15, 2001. SFAS No. 144
     supersedes SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
     and for  Long-Lived  Assets to Be Disposed Of".  While SFAS No. 144 retains
     many of the  provisions of SFAS No. 121 it provides  guidance on estimating
     future cash flows to test recoverability,  among other things. The adoption
     of SFAS No. 144 did not have a material  impact on the Company's  financial
     statements.

     Revenue Recognition - Casino revenue is the net win from gaming activities,
     which is the  difference  between  gaming wins and losses.  Management  and
     consulting  fees are  recognized as revenue as services are  provided.  The
     incremental amount of unpaid progressive jackpot is recorded as a liability
     and  a  reduction  of  casino  revenue  in  the  period  during  which  the
     progressive jackpot increases.

     Promotional  Allowances - Food and  beverage  furnished  without  charge to
     customers is included in gross revenue at a value which approximates retail
     and then deducted as complimentary  services to arrive at net revenue.  The
     estimated  cost  of  such  complimentary  services  is  charged  to  casino
     operations,   and  was  $954,  $949  and  $829  in  2002,  2001  and  2000,
     respectively.

     As part of its promotional  activities,  the Company offers "free plays" or
     coupons to its customers for gaming activity and the Company's players club
     allows customers to earn certain complimentary services and/or cash rebates
     based on the volume of a customer's  gaming  activity.  The Company follows
     Emerging Issues Task Force (EITF) No. 00-14,  "Accounting for Certain Sales
     Incentives",  which requires that discounts  which result in a reduction in
     or refund of the selling price of a product or service in a single exchange
     transaction  be  recorded as a reduction  in revenue,  and EITF No.  00-22,
     "Accounting for Points and Certain Other  Time-Based or Volume-Based  Sales
     Incentive Offers,  and Offers for Free Products or Services to be Delivered
     in the Future",  which  requires that vendors  recognize the cash rebate or
     refund  obligation  associated with time- or volume-based cash rebates as a
     reduction of revenue based on a "systematic and rational  allocation of the
     cost of  honoring  rebates or refunds  earned".  In  accordance  with these
     accounting standards, $2,939, $2,740 and $2,777 was reported as a reduction
     of revenue for 2002, 2001 and 2000, respectively.

     Foreign Currency  Translation - Adjustments  resulting from the translation
     of the  accounts  of the  Company's  foreign  subsidiaries  from the  local
     functional  currency to U.S.  dollars are  recorded as other  comprehensive
     income or loss in the consolidated  statements of shareholders'  equity and
     comprehensive income (loss).  Adjustments resulting from the translation of
     other casino operations and other  transactions  which are denominated in a
     currency  other than U.S.  dollars  are  recognized  in the  statements  of
     earnings.  Gains and losses from intercompany foreign currency transactions
     that are of a long-term  investment  nature and are between entities of the
     consolidated group are not included in determining net earnings, but rather
     are reported as translation  adjustments within other comprehensive  income
     or  loss  in  the  consolidated  statements  of  shareholders'  equity  and
     comprehensive income (loss).

     Income Taxes - The Company  accounts  for income taxes using the  liability
     method,  which  provides  that  deferred  tax  assets and  liabilities  are
     recorded  based on the  difference  between  the tax  bases of  assets  and
     liabilities and their carrying amounts for financial reporting purposes, at
     a rate expected to be in effect when the differences  become  deductible or
     payable.

     Stock-Based  Compensation  - In  2002  the  Company  adopted  Statement  of
     Financial  Accounting  Standards  No.  148  (SFAS  148),   "Accounting  for
     Stock-Based   Compensation-Transition  and  Disclosure"  which  amends  the
     disclosure  requirements of Statement of Financial

                                      -F11-
                                     <PAGE>

     Accounting  Standards  No.  123 (SFAS  123),  "Accounting  for  Stock-Based
     Compensation"  to require  prominent  disclosure in both annual and interim
     financial  statements  about  the  method  of  accounting  for  stock-based
     employee  compensation  and the  effect  of the  method  used  on  reported
     results.  SFAS 148 also provides  alternative  methods of transition  for a
     voluntary  change to fair value based methods of accounting  which have not
     been  adopted  at this  time.  SFAS 123  encourages,  but does not  require
     companies to record compensation cost for stock-based employee compensation
     plans at fair value.  The  Company  has chosen to account  for  stock-based
     compensation  for employees using the intrinsic value method  prescribed in
     Accounting  Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
     Issued   to   Employees",   and   related   Interpretations.   Accordingly,
     compensation  cost for stock options is measured as the excess,  if any, of
     the quoted  market  price of the  Company's  stock at the date of the grant
     over the amount an employee  must pay to acquire  that  stock.  The Company
     values stock-based compensation granted to non-employees at fair value.

     At December 31, 2002, the Company had one stock-based employee compensation
     plan (see Note 6). The Company accounts for this plan under the recognition
     and measurement  principles of Accounting  Principles Board Opinion No. 25,
     "Accounting for Stock Issued to Employees", and related interpretations. No
     stock-based  compensation cost is reflected in net earnings, as all options
     granted  under the plan had an exercise  price equal to the market value of
     the underlying  common stock on the date of the grant.  The following table
     illustrates  the  effect  on net  earnings  and  earnings  per share if the
     Company had applied the fair value recognition provisions of FASB Statement
     No. 123, "Accounting for Stock Based Compensation", to stock-based employee
     compensation.

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                            2002                2001               2000
                                                            ----                ----               ----


 Net earnings, as reported                             $       3,079      $       2,455      $       3,253
 Deduct: Total stock-based employee
     compensation expense determined
     under fair value based method for
     all awards, net of related tax
     effects                                                       9                  8                 20
                                                          -----------        -----------        -----------
 Pro forma net earnings                                 $       3,070     $       2,447      $       3,233
                                                          ===========        ===========        ===========

 Earnings per share,
   Basic               As reported                     $        0.23      $        0.18      $        0.23
                       Pro forma                       $        0.22      $        0.18      $        0.23

   Diluted             As reported                     $        0.20      $        0.16      $        0.22
                       Pro forma                       $        0.20      $        0.16      $        0.22



</TABLE>

     The fair value of options  granted under the Plan was estimated on the date
     of grant using the  Black-Scholes  option  pricing model with the following
     assumptions:


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                          2002             2001
                                                          ----             ----
      Weighted-average risk-free interest rate            5.32%            5.08%
      Weighted-average expected life                     10 yrs.          10 yrs.
      Weighted-average expected volatility                26.8%            43.6%
      Weighted-average expected dividends                  $0               $ 0


</TABLE>


                                     -F12-
                                     <PAGE>


     The  weighted-average  fair value of options  granted was $1.16 in 2002 and
     $1.21 in 2001. A total of 10,000 and 20,000 options were issued in 2002 and
     2001, respectively.  No options were granted to employees under the Plan in
     2000.

     Earnings Per Share - The Company  follows the  provisions  of SFAS No. 128,
     "Earnings per Share," in calculating  basic and diluted earnings per share.
     Basic earnings per share considers only weighted-average outstanding common
     shares in the  computation.  Diluted earnings per share gives effect to all
     potentially dilutive  securities.  Diluted earnings per share is based upon
     the weighted average number of common shares outstanding during the period,
     plus, if dilutive, the assumed exercise of stock options using the treasury
     stock method and the assumed  conversion  of other  convertible  securities
     (using the "if converted"  method) at the beginning of the year, or for the
     period outstanding during the year for current year issuances.

     Comprehensive  Income  - The  Company  follows  SFAS  No.  130,  "Reporting
     Comprehensive  Income,"  which  provides  for a  more  inclusive  financial
     reporting  measure  than net  income,  and  includes  all changes in equity
     during  the  period,  except  those  resulting  from  investments  by,  and
     distributions to, shareholders of the Company.

     Operating  Segments - The Company follows SFAS No. 131,  "Disclosures about
     Segments of an  Enterprise  and  Related  Information",  which  establishes
     standards  for public  business  enterprises  to report  information  about
     operating segments in annual financial  statements and in condensed interim
     financial reports issued to shareholders.

     Hedging  Activities  - The Company  adopted SFAS No. 133,  "Accounting  for
     Derivative   Instruments  and  Hedging  Activities",   and  SFAS  No.  138,
     "Accounting  for  Certain   Derivative   Instruments  and  Certain  Hedging
     Activities",  in the first quarter of fiscal 2001. SFAS No. 133 and No. 138
     establish accounting and reporting standards for derivative instruments and
     hedging activities. The pronouncements require that a company designate the
     intent of a derivative to which it is a party,  and prescribes  measurement
     and  recognition  criteria  based on the  intent and  effectiveness  of the
     designation.

     SFAS  No.  133  requires  companies  to  recognize  all of  its  derivative
     instruments  as either assets or  liabilities  in the balance sheet at fair
     value.  The accounting for changes in the fair value (i.e. gains or losses)
     of a derivative  instrument  depends on whether it has been  designated and
     qualifies as part of a hedging  relationship  and  further,  on the type of
     hedging relationship.  For those derivative instruments that are designated
     and qualify as hedging  instruments,  a company must  designate the hedging
     instrument,  based upon the exposure  being hedged,  as either a fair value
     hedge,  cash  flow  hedge  or a  hedge  of a net  investment  in a  foreign
     operation.

     For derivative  instruments  that are designated and qualify as a cash flow
     hedge (i.e.  hedging the exposure to  variability  in expected  future cash
     flows that is attributable to a particular  risk), the effective portion of
     the gain or loss on the derivative instrument is reported as a component of
     other  comprehensive  income and  reclassified  into  earnings  in the same
     period or periods during which the hedged transaction affects earnings. The
     remaining  gain or loss  on the  derivative  instrument  in  excess  of the
     cumulative  change in the present  value of future cash flows of the hedged
     item,  if any,  is  recognized  in  current  earnings  during the period of
     change.  The Company currently does not have fair value hedges or hedges of
     a net investment in a foreign  operation.  For derivative  instruments  not
     designated  as  hedging  instruments,  the  gain or loss is  recognized  in
     current earnings during the period of change.

     The  cumulative  effect of adopting SFAS No. 133 and No. 138 related to the
     Company's interest rate swap agreements (see Note 5, Long-Term Debt, to the
     Consolidated  Financial Statements) was to decrease shareholders' equity as
     of January 1, 2001 by $175,  net of related  federal  and state  income tax
     benefits of $104. As of December 31, 2002 the interest rate swap agreements
     decreased  shareholders'  equity  (accumulated other comprehensive loss) by
     $494, net of federal

                                     -F13-
                                     <PAGE>

     and state  income tax  benefits of $294.  At December 31, 2001 the interest
     rate swap agreements  decreased  shareholders'  equity  (accumulated  other
     comprehensive  loss) by $554,  net of federal and state income tax benefits
     of $329.

     Advertising   Costs  -  Costs  incurred  for  producing  and  communicating
     advertising are expensed when incurred.  Advertising expense was $413, $319
     and  $232  for  the  years  ended   December  31,  2002,   2001  and  2000,
     respectively.

     Reclassifications  - Certain  reclassifications  have been made to the 2000
     and  2001   financial   information   in  order  to  conform  to  the  2002
     presentation.

     Other  -  The  Company  has  reviewed  all   recently   issued   accounting
     pronouncements and does not believe that any such  pronouncements will have
     a material impact on its financial statements.

3. RECEIVABLES FROM OFFICERS/DIRECTORS

     At December 31, 2002, the Company had no receivables  from officers  and/or
     directors.

     At December  31,  2001,  the Company had  unsecured,  non-interest  bearing
     receivables  from  Erwin  Haitzmann,  chief  executive  officer,  and Peter
     Hoetzinger,  president,  of $30 each,  both of which  have been paid in the
     first quarter of 2002.

4. PROPERTY AND EQUIPMENT

     Property  and  equipment  at  December  31,  2002 and 2001  consist  of the
     following:

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                     Estimated
                                                                                    Service Life
                                                         2002            2001         in Years
                                                         ----            ----        --------
      Buildings and improvements                         $ 19,340        $ 15,447       7 - 39
      Gaming equipment                                      9,644           8,276       3 - 7
      Furniture and office equipment                        3,014           2,581       5 - 7
      Other equipment                                       1,694           1,401       3 - 7
      Capital projects in process                             359             425
                                                      ------------    ------------
                                                           34,051          28,130
      Less accumulated depreciation                      (13,393)        (10,667)
                                                      ------------    ------------
                                                           20,658          17,463

      Land                                                 12,886          11,011
      Non-operating casino and land held for sale             421             864
                                                      ------------    ------------
      Property and equipment, net                         $33,965        $ 29,338
                                                      ============    ============

     The  non-operating  casino  and land is located in Nevada and is carried at
     estimated net realizable value.

     During  the  years  2001 and  2000,  CCAL  entered  into a series  of lease
     agreements  for the purchase of capital  equipment.  The average  effective
     interest rate is 13.9% on the lease  obligations which are repayable over a
     term of 60 months (see Note 5).

</TABLE>

                                     -F14-
                                     <PAGE>



     Assets under lease  included in property  and  equipment as of December 31,
     2002 and 2001 are as follows:

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                      Original Book Value      Accumulated Depreciation

                                                       2002          2001          2002           2001
                                                       ----          ----          ----           ----
    Gaming equipment                                $      455   $      325     $      212    $       90
    Furniture and office equipment                         219          157             88            32
    Other equipment                                         67           48             29            11
                                                    -----------  -----------    -----------   -----------
    Total                                           $      741   $      530     $      329    $      133
                                                    ===========  ===========    ===========   ===========

</TABLE>

     Depreciation  expense for the years ended December 31, 2002,  2001 and 2000
     was $2,304, $3,147 and $2,411, respectively.

5. LONG-TERM DEBT

     Long-term debt at December 31, 2002 and 2001 consists of the following:


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                                              2002           2001
                                                                                              ----           ----
         Borrowings under revolving line of credit facility with Wells Fargo Bank           $ 11,500        $11,801
         Borrowings under loan agreement with PSG Investment Bank Limited                      4,597          3,924
         Note payable to minority shareholder                                                  1,280            914
         Capital leases for various equipment                                                    369            331
         Note payable to founding shareholder, unsecured                                         380            380
         Note payable to director, unsecured                                                       -            163
         Other unsecured note payables                                                            69             32
                                                                                          -----------    -----------
         Total long-term debt                                                                 18,195         17,545
         Less current portion                                                                (1,664)        (1,554)
                                                                                          -----------    -----------
         Long-term portion                                                                   $16,531        $15,991
                                                                                          ===========    ===========
</TABLE>




     On April 26, 2000,  the Company and Wells Fargo Bank (the  "Bank")  entered
     into an Amended and  Restated  Credit  Agreement  (the  "Agreement")  which
     increased the Company's aggregate borrowing  commitment from the Bank under
     a Revolving Line of Credit Facility ("RCF") to $26 million and extended the
     maturity date to April 2004.  The  Agreement was further  amended on August
     22, 2001 to give  greater  flexibility  to the ability to use the  borrowed
     funds for projects for the Company. On August 28, 2002, the RCF was further
     amended to increase the facility to its original amount of $26 million,  an
     increase of $5,777,  revise the quarterly reduction schedule and extend the
     maturity  date to August 2007.  The aggregate  commitment  available to the
     Company will be reduced  quarterly by $722  beginning  January 2003 through
     the  maturity  date.  Interest on the  Agreement  is variable  based on the
     interest rate option  selected by the Company,  plus an  applicable  margin
     based on the  Company's  leverage  ratio.  The  Agreement  also  requires a
     nonusage fee based on the Company's leverage ratio on the unused portion of
     the commitment.  The principal balance outstanding under the loan agreement
     as of December 31, 2002 and 2001 was $11,500 and $11,801 respectively.  The
     amount available under the RCF as of December 31, 2002 was $14,500,  net of
     amounts  outstanding as of that date. The loan agreement  includes  certain
     restrictive  covenants on financial  ratios of WMCK.  The most  significant
     covenants  include i) a maximum leverage ratio no greater than 2.5 to 1.00,
     ii) a minimum interest coverage ratio no


                                     -F15-
                                     <PAGE>

     less than 2.00 to 1.00, and iii) a TFCC ratio ( a derivative of EBITDA,  as
     defined in the  agreement) of no less than 1.10 to 1.00.  The Company is in
     compliance  with  the  covenants  as of  December  31,  2002.  The  loan is
     collateralized by a deed of trust and a security agreement with assignments
     of lease,  rents and  furniture,  fixtures  and  equipment  of all Colorado
     property.  The interest  rate at December 31, 2002 was 4.10625% for $11,500
     outstanding under LIBOR based provisions of the loan agreement.

     In 1998, the Company entered into a five-year  interest rate swap agreement
     on $7.5 million  notional amount of debt under the RCF, whereby the Company
     pays a LIBOR-based fixed rate of 5.55% and receives a LIBOR-based  floating
     rate reset quarterly based on a three-month  rate. In May 2000, the Company
     entered  into a second  five-year  interest  rate  swap  agreement  on $4.0
     million  notional amount of debt under the RCF,  whereby the Company pays a
     LIBOR-based  fixed rate of 7.95% and receives a  LIBOR-based  floating rate
     reset  quarterly  based  on  a  three-month  rate.   Generally,   the  swap
     arrangement  is  advantageous  to the Company to the extent  that  interest
     rates  increase in the future and  disadvantageous  to the extent that they
     decrease.  The net amount  paid or  received  by the Company on a quarterly
     basis  results in an increase or  decrease  to interest  expense.  The fair
     value of the derivatives as of December 31, 2002 and 2001 of $788 and $883,
     respectively, is reported as a liability in the consolidated balance sheet.
     The   Company's   objective  for  entering  into  the  interest  rate  swap
     agreements,   derivative   instruments  designated  as  cash  flow  hedging
     instruments, was to eliminate the variability of cash flows in the interest
     payments for $11,500 of the RCF. The Company has  determined  that the cash
     flow hedges were highly effective. Accordingly no net gain or loss has been
     recognized  in  earnings  during  2002 or 2001 and  none of the  derivative
     instruments'  loss  has been  excluded  from the  assessment  of the  hedge
     effectiveness.  The net gain (loss) on the  interest  rate swaps of $60 and
     ($379),  net of income  tax  expense  (benefit)  of $36 and ($225) has been
     reported in comprehensive loss on the statement of shareholders' equity and
     comprehensive income (loss) for 2002 and 2001 respectively. If the interest
     rate swaps'  critical terms  (notional  amount,  interest rate reset dates,
     maturity/expiration  date or underlying index) change  significantly,  such
     event  would  result in  reclassifying  the  losses  that are  reported  in
     accumulated other  comprehensive  income (loss). The Company estimates that
     no such  reclassification will occur in 2003. There were no discontinuances
     of  cash  flow  hedges  because  of the  probability  that  the  forecasted
     transactions  will  not  occur.  Accordingly,  no  gain or  loss  has  been
     reclassed to earnings  for such  discontinuance  of a cash flow hedge.  Net
     additional  (reduction  in) interest  expense to the Company under the swap
     agreement was $524, $231 and ($64) in 2002, 2001 and 2000, respectively.

     In April 2000,  CCAL entered into a loan agreement with PSG Investment Bank
     Limited  ("PSGIB"),  which provides for a principal  loan of  approximately
     $5,539 at the exchange rate as of December 31, 2002 to fund  development of
     the Caledon  project.  The outstanding  balance as of December 31, 2002 and
     2001 was $4,179 and $3,565, respectively,  and the interest rate was 17.05%
     in both  years.  The  shareholders  of CCAL have  pledged all of the common
     shares  held  by them in CCAL to  PSGIB  as  collateral.  The  loan is also
     collateralized  by a first  mortgage  bond  over land and  buildings  and a
     general notorial bond over all equipment.  In April 2001, CCAL entered into
     an  addendum to the loan  agreement  in which  PSGIB  provided  CCAL with a
     standby facility in the amount of  approximately  $525 at the exchange rate
     as of December 31, 2002.  The  outstanding  balance as of December 31, 2002
     and 2001 was $418 and $359,  respectively,  and the interest rate was 15.1%
     in both years.  Under the  original  terms of the  agreement  CCAL made its
     first  principal  payment in December 2001,  based on a repayment  schedule
     that required semi-annual  installments continuing over a five-year period.
     On March 26, 2002,  CCAL and PSGIB entered into an amended  agreement  that
     changed the repayment schedule to require quarterly  installments beginning
     on March 31, 2002 and  continuing  over the remaining  term of the original
     five-year  agreement.  The amendment also changed the  requirements for the
     sinking fund. The

                                     -F16-
                                     <PAGE>


     original agreement required CCAL to have on deposit a "sinking fund" in the
     amount equal to the next semi-annual  principal and interest  payment.  The
     amended  agreement  changes  the  periodic  payments  from  semi-annual  to
     quarterly and requires a minimum  deposit in the sinking fund equal to four
     million Rand  (approximately  $466 at the exchange  rate as of December 31,
     2002). In addition,  one third of the next quarterly principal and interest
     payment  must be  deposited on the last day of each month into the fund and
     used for the next quarterly installment.

     The  loan  agreement  includes  certain  restrictive  covenants  for  CCAL,
     including the maintenance of the following  ratios; i) debt/equity ratio of
     45:55 after the first twelve months of operations  and a 40:60  debt/equity
     ratio after two years of  operations,  ii)  interest  coverage  ratio of at
     least 2.0 after the first twelve  months of  operations,  iii) debt service
     coverage  ratio of at least  1.34  for the  principal  loan and 1.7 for the
     standby facility after the first twelve months of operations,  and iv) loan
     life coverage  ratio of 1.5 for the principal loan and a loan life coverage
     ratio of 2.5 for the standby facility. As of December 31, 2002, the Company
     was in compliance with the loan covenants.

     In  April  2000,   CCA,   CCAL,  CCI  and  Caledon   Overberg   Investments
     (Proprietary)  Limited ("COIL"),  the minority shareholder in CCAL, entered
     into a note  agreement as part of the purchase of CCAL.  Under the terms of
     the  agreement,  CCAL,  in exchange for the  contribution  of certain fixed
     assets,  entered  into  a  loan  agreement  with  COIL  in  the  amount  of
     approximately  $2,300,  as valued at the time of the  agreement.  Under the
     terms of the original agreement,  the loan bears interest at the rate of 2%
     over  the  prime/base  rate  established  by  PSGIB,  and is due on  demand
     subsequent to the repayment in full of the loan between CCAL and PSGIB.  In
     November 2000, as part of CCA's additional  equity  investment in CCAL, CCA
     acquired  a  portion  of  COIL's  note   receivable  from  CCAL  valued  at
     approximately  $600, as valued at the time of the original  agreement.  The
     outstanding  balance  on  note  agreement  based  on the  exchange  rate on
     December 31, 2002 and 2001 is approximately $1,280 and $914,  respectively.
     In January 2003, CCA acquired the balance of the note in  conjunction  with
     the purchase of the outstanding common shares held by its partner.

     In September  2001,  CCA,  CCAL, CCI and COIL amended the loan agreement to
     reduce the rate of  interest  charged  on the loan to 0% (zero),  effective
     with the original  date of the  agreement.  $107,  net of $46 of income tax
     benefit, of accrued interest dating from the original date of the agreement
     was written off by CCAL as a reduction in interest  expense.  The loan from
     CCA  and  COIL  are  proportionate  to  each  shareholder's  percentage  of
     ownership.  The  additional  net income  reported  by CCAL,  as a result of
     reducing  the  interest  charged,   is  shared   proportionately   by  each
     shareholder,  therefore,  there is no change in the consolidated net income
     of the  South  African  segment  nor the  consolidated  net  income  of the
     Company. Each shareholder had the option to re-instate the interest rate to
     be charged from January 1, 2002 forward.  After  completing the purchase of
     the  remaining  35% of CCAL in January  2003,  CCA  exercised its option to
     reinstate  the  shareholder  interest  effective  January  1,  2002.  As of
     December 31,  2002,  CCAL  accrued  $403 in accrued  interest.  The accrued
     interest is eliminated in consolidation;  therefore,  there is no effect on
     consolidated net earnings.

     The unsecured note payable to a founding  shareholder bears interest at 6%,
     payable quarterly. The noteholder,  at his option, may elect to receive any
     or all of the unpaid principal by notifying CCI on or before April 1 of any
     year. Payment of the principal amount so specified would be required by the
     Company  on  or  before  January  1  of  the  following  year.  The  entire
     outstanding  principal  is  otherwise  due and  payable  on April 1,  2004.
     Accordingly,  the note is  classified  as  noncurrent  in the  accompanying
     consolidated  balance  sheets  as of  December  31,  2002 and 2001.

     The  consolidated  weighted  average  interest rate on all  borrowings  was
     10.12%  and  9.0%  for  the  years  ended   December  31,  2002  and  2001,
     respectively.

                                     -F17-
                                     <PAGE>

     As of December 31, 2002,  scheduled maturities of all long-term debt are as
     follows:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                          Future minimum                             Total
                                           lease payment                            long-term
                                         of capital leases     Other debt             debt
                                          -----------------    ----------        -------------
         2003 -                                $   152         $    1,555        $    1,707
         2004 -                                    151              1,241             1,392
         2005 -                                    131              1,475             1,606
         2006 -                                     14                830               844
         2007 -                                      -             11,500            11,500
         Thereafter                                  -              1,225             1,225
                                             ----------         ----------        ----------
                                                   448             17,826            18,274
         Less amounts representing interest         79                  -                79
                                             ----------         ----------        ----------
         Total                                 $   369          $  17,826          $ 18,195
                                             ==========         ==========        ==========

</TABLE>

6. SHAREHOLDERS' EQUITY

     The Company's  Board of Directors has approved a  discretionary  program to
     repurchase  up to $5 million of the  Company's  outstanding  common  stock.
     Through December 31, 2002, the Company had repurchased  2,367,720 shares of
     its common stock at an average cost per share of $1.43,  of which 1,385,000
     shares,  with an average cost of $1.06 per share,  were retired in 2000. In
     2002,  30,000 shares were re-issued to satisfy  outside  directors'  option
     exercises.  There were 904,912 shares  remaining in treasury as of December
     31, 2002, at an average cost per share of $1.98.

     In July 2002,  the Company  amended the Rights  Agreement  between  Century
     Casinos, Inc. and Computershare  Investor Services,  Inc., adopted in April
     1999 as amended and approved by the  Shareholders  in 2000, to increase the
     defined  purchase  price  from  $4 to  $10  per  share  and  increased  the
     redemption  period,  the time during  which the Company may elect to redeem
     all of the  outstanding  rights,  from 20 to 90 days. The purchase price is
     the exercise amount at which a registered  holder is entitled to purchase a
     given amount of shares of  non-redeemable  Series A Preferred  Stock of the
     Company, subject to certain adjustments.

     The Board of  Directors  of the Company has adopted the  Employees'  Equity
     Incentive Plan (the "Plan").  The Plan as subsequently amended provides for
     the grant of awards to eligible employees in the form of stock,  restricted
     stock,  stock options,  stock  appreciation  rights,  performance shares or
     performance  units,  all as defined in the Plan.  The Plan provides for the
     issuance of up to 4,500,000  shares of common  stock to eligible  employees
     through  the various  forms of awards  permitted.  As of December  31, 2002
     there were 1,652,909  remainining  shares  available to be issued.  Through
     December 31, 2002, only incentive stock option awards, for which the option
     price  may not be less  than fair  market  value at the date of  grant,  or
     non-statutory  options, which may be granted at any option price, have been
     granted  under the Plan.  All options  must have an exercise  period not to
     exceed  ten  years.  Options  granted to date have  one-year,  two-year  or
     four-year vesting periods.  The Company's  Incentive Plan Committee has the
     power and  discretion  to,  amongst other  things,  prescribe the terms and
     conditions for the exercise of, or modification of, any outstanding  awards
     in the event of merger,  acquisition or any other form of acquisition other
     than a reorganization of the Company under United States Bankruptcy Code or
     liquidation of the Company. The Plan also allows limited transferability of
     any non-statutory  stock options to legal entities that are 100% - owned or
     controlled by the optionee or to the employees' family trusts.


                                     -F18-
                                     <PAGE>

     As  of  December  31,  2002  there  were  an  additional   100,000  options
     outstanding  to  directors of the  Company.  These  options have a weighted
     average exercise price of $1.46. Subsequent to year end an outside director
     exercised 10,000 options at an exercise price of $0.75.

     Transactions regarding the Plan are as follows:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                               2002                          2001                           2000
                                   --------------------------   ----------------------------    ---------------------------
                                                    Weighted-                     Weighted-                      Weighted-
                                                     Average                       Average                        Average
                                                     Exercise                     Exercise                        Exercise
                                       Shares         Price          Shares         Price           Shares         Price
                                    -------------- ----------    --------------- ------------    -------------- -----------
Employee Stock Options:

   Outstanding at January 1             2,784,800     $1.30            2,812,300     $1.29           2,906,500      $1.29

   Granted                                 10,000      2.28               20,000      1.93                   -          -

   Exercised                                    -         -             (47,500)      1.42             (8,891)       0.82

   Cancelled or forfeited                 (4,100)      1.41                    -         -            (85,309)       1.44
                                    --------------               ---------------                --------------
   Outstanding at December 31           2,790,700      1.30            2,784,800      1.30           2,812,300       1.29
                                    ==============               ===============                ==============
   Options exercisable at               2,762,700     $1.29            2,764,800     $1.29           2,812,300      $1.29
     December 31                    ==============               ===============                ==============

</TABLE>


     Summarized  information  regarding  all  employee  options  outstanding  at
     December 31, 2002, is as follows:


                                       Weighted-
                          Number        Average           Number
          Exercise     Outstanding      Remaining       Exercisable
            Price      At Year End    Term in Years     At Year End
         ------------------------------------------------------------
            $0.75         773,500           5.8            773,500
            $1.50       1,982,200           2.7          1,982,200
            $1.75          10,000           8.3              1,000
            $2.10          10,000           8.6              1,000
            $2.25           5,000           2.5              5,000
            $2.28          10,000           9.2                  -
                      --------------                  ---------------
                        2,790,700           3.6          2,762,700
                      ==============                  ===============



                                     -F19-
                                     <PAGE>



     Subsidiary Preference Shares:

     During the year ended  December  31,  2000,  the  Company's  South  African
     subsidiary  acquired a 65% equity  interest in CCAL (Note 1). In connection
     with the granting of a gaming  license to CCAL by the Western Cape Gambling
     and  Racing  Board in April  2000,  CCAL  issued a total of 200  preference
     shares, 100 shares each to two minority shareholders. The preference shares
     are not cumulative,  nor are they redeemable.  The preference  shareholders
     are entitled to receive  annual  dividends of 20% of the after-tax  profits
     directly  attributable  to the CCAL  casino  business  subject  to  working
     capital and capital expenditure  requirements and CCAL loan obligations and
     liabilities as determined by the directors of CCAL.  Should the CCAL casino
     business be sold or otherwise  dissolved,  the preference  shareholders are
     entitled to 20% of any  surplus  directly  attributable  to the CCAL casino
     business, net of all liabilities  attributable to the CCAL casino business.
     No preference  dividends were paid or are payable in the year 2002, 2001 or
     2000.


                                     -F20-
                                     <PAGE>



7. SEGMENT INFORMATION

     The Company has adopted FASB Statement No. 131 "Disclosures  about Segments
     of an Enterprise and Related  Information".  The Company is managed in four
     segments: Cripple Creek Colorado, South Africa, Cruise Ships, and Corporate
     operations. Corporate operations include the revenue and expense of certain
     corporate  gaming  projects  for which the Company  has  secured  long-term
     management  contracts.  Earnings before interest,  taxes,  depreciation and
     amortization (EBITDA) is not considered a measure of performance recognized
     as an  accounting  principle  generally  accepted  in the United  States of
     America.  Management  believes  that  EBITDA is a  valuable  measure of the
     relative performance amongst its operating segments. Segment information as
     of and for the years ended  December 31,  2002,  2001 and 2000 is presented
     below.

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Dollar amounts in                 Cripple Creek CO                     South Africa                   Cruise Ships
thousands
                            2002       2001         2000       2002        2001        2000       2002      2001      2000
Property and
 equipment,
 net of accumulated
 depreciation             $ 21,816    $ 19,444     $ 19,275    $10,807     $ 7,911    $ 11,759     $ 213     $ 236    $ 213
Total assets              $ 33,047    $ 30,553     $ 36,340    $15,004    $ 10,743    $ 15,970     $ 472     $ 435    $ 439
Net operating revenue     $ 21,260    $ 21,022     $ 21,612    $ 7,083     $ 7,408     $ 4,155     $ 824     $ 891    $ 189
Depreciation &
 amortization              $ 1,334     $ 2,997      $ 3,241      $ 734     $ 1,294       $ 290      $ 45      $ 47    $   6
Interest  income             $  16       $  20        $   2     $  126       $  61       $ 112         -         -        -
Interest expense,
 including debt
 issuance cost             $ 1,421     $ 1,433      $ 1,510      $ 804       $ 881       $ 367         -         -        -
Earnings (loss)
 before income taxes
 and minority interest     $ 7,086     $ 5,865      $ 4,916      $ 264      ($470)       $ 666     $ 241     $ 219     $ 12
Income tax
 expense(benefit)          $ 3,259     $ 2,697      $ 2,262      $ 416      ($157)       $ 193      $ 88      $ 82     $  5
Net earnings (loss)        $ 3,827     $ 3,168      $ 2,654     ($183)      ($281)       $ 416     $ 153     $ 137     $  7
EBITDA                     $ 9,825    $ 10,275      $ 9,665    $ 1,645     $ 1,676     $ 1,154     $ 286     $ 266     $ 18



</TABLE>

                                     -F21-
                                     <PAGE>


<TABLE>
<CAPTION>
<S>                 <C>                  <C>                 <C>              <C>             <C>                    <C>

Dollar amounts in                Corporate & Other               Intersegment Elimination               Consolidated
thousands
                           2002        2001        2000        2002        2001        2000        2002        2001        2000
Property and
 equipment,
 net of accumulated
 depreciation               $1,129       $1,747      $2,021      -           -          -       $33,965    $29,338      $33,268
Total assets                $2,620       $3,088      $3,373      -           -          -       $51,143    $44,819      $56,122
Net operating revenue       $  170       $  255      $  276      -           -          -       $29,337    $29,576      $26,232
Depreciation &
 amortization               $  191       $  226      $  216      -           -          -       $ 2,304    $ 4,564      $ 3,753
Interest  income            $  324       $  350      $  372   ($ 341)    ($ 341)     ($ 341)    $  125     $    90      $   145
Interest expense,
 including debt
 issuance cost              $   19       $   45      $   81   ($ 341)    ($ 341)     ($ 341)    $ 1,903    $ 2,018      $ 1,617
Earnings (loss)
 before income taxes
 and minority interest     ($2,027)     ($1,397)     $  259      -           -          -       $ 5,564    $ 4,217      $ 5,853
Income tax
 expense(benefit)          ($1,309)      ($ 828)     $ 82      -           -          -         $ 2,454    $ 1,794      $ 2,542
Net earnings (loss)          ($718)      ($ 569)     $  176      -           -          -       $ 3,079    $ 2,455      $ 3,253
EBITDA                     ($2,141)    ($ 1,476)     $  183      -           -          -       $ 9,615    $10,741      $11,020

</TABLE>


8. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

     Cripple Creek,  Colorado - In the fourth  quarter of 2001,  Womacks began a
     6,022 square foot expansion.  Approximately  half of the space will provide
     additional  space for  gaming.  The other half will  increase  the "back of
     house" area.  Contracts for the project  totaling $1.5 million were secured
     in the fourth quarter of 2001. The total construction  cost,  excluding new
     slot  machines,  is expected to be $2.0 million,  of which $1.5 million has
     been spent as of December 31, 2002. The project is expected to be completed
     by the second quarter of 2003.

     Prague,  Czech  Republic - As  discussed  in Note 1, in January  2000,  the
     Company  entered  into a memorandum  of  agreement to either  acquire a 50%
     ownership  interest in CM or to form a new joint venture with B.H.  Centrum
     a.s.,  which  joint  venture  would  acquire  all of the  assets of CM. The
     Company  and  Strabag  AG have each  agreed  to  purchase  a 50%  ownership
     interest.  The  documentation  for this transaction has been submitted,  as
     required,  to the Ministry of Finance of the Czech  Republic for  approval.
     The first step in acquiring a 50% ownership  interest was taken in December
     2002 with the payment of $236 in cash.  This payment will allow the Company
     a 10% ownership in CM, subject to the repayment of a CM loan by Strabag AG,
     which loan has not been repaid.  The balance of the acquisition is expected
     to be completed  in 2003 by  contributing  assets  leased to CM and certain
     pre-operating  costs  paid by the  Company  in the  amount  of $196.  As of
     December 31, 2002 and 2001,  the  Company's  net fixed assets  leased under
     operating  leases  to the  Casino  Millennium  approximated  $656 and $822,
     respectively.

     In August 2002,  Prague,  Czech  Republic  experienced a devastating  flood
     throughout  the city.  Although  the  Casino  Millennium  property  was not
     damaged,  public  access  to the  city in the  vicinity

                                     -F22-
                                     <PAGE>

     of the casino is severely  limited  and has  negatively  affected  and will
     likely continue to negatively affect the casino operation. As a result, the
     Company, in September 2002, wrote off unpaid management fees and loans from
     Casino Millennium,  which resulted in a pre-tax charge of $325. $299 of the
     write-off is reported in property write-down and other write-offs (Note 12)
     and $26 is reported  as a  reduction  of other  (expense),  net.  Effective
     September 1, 2002, management fees and interest due to the Company will not
     be  accrued  until  a  certainty  of  cash  flow  is  attained  for  Casino
     Millennium.

     South  Africa - Caledon - In  December  1999,  the Company  entered  into a
     ten-year  casino  management  agreement  for the  operation  of the  casino
     property in Cape Town South  Africa,  which  provides for a  percentage  of
     gross  revenues  and  other  earnings  as  defined  in the  agreement.  The
     Company's  joint  venturer in the  property  has a ten-year  agreement  for
     management of the hotel and spa operations of the resort. The agreement may
     be extended at the Company's joint venturer's  option for multiple ten-year
     periods.  The Company  will  receive a  management  fee  consisting  of the
     following: (i) an amount equal to 3% (increasing to 4% and 5% in the second
     fiscal  year of  operations,  variable  based on  levels  of  annual  gross
     revenues) of annual gross revenues, as defined, and (ii) an amount equal to
     7.5%  of the  casino's  annual  earnings  before  interest,  income  taxes,
     depreciation,  amortization and certain other costs. In December 1999, CCAL
     entered into a ten-year  management  agreement with Fortes King Hospitality
     (Pty)  Limited  ("FKH"),  an  affiliate  of the  Company's  partner,  which
     agreement  may be extended at FKH's  option.  FKH will receive a management
     fee consisting of the following:  (i) an amount equal to 6.5% of the annual
     hotel gross income, as defined, and (ii) an amount equal to 10% (increasing
     to 15% after twelve  months of  operations)  of net  operating  profit,  as
     defined.  The casino opened on October 11, 2000 and currently  operates 275
     slot machines and 8 gaming tables. In addition to the casino license, hotel
     and spa, CCAL owns approximately 600 acres of land, which is expected to be
     used for future expansion of the project.  In September 2001, CCA, CCAL and
     FKH entered into a Memorandum of Agreement such that any and all management
     fees shall be deemed to equal zero from the  inception of those  agreements
     and shall  remain so until no earlier than  January 1, 2002.  $552,  net of
     $236 of income tax benefit,  of accrued  management fee expense was written
     off by CCAL as a  reduction  in casino  costs in 2001.  By  agreement,  the
     management  fees  that  would  have been  payable  to CCA and FKH are given
     preferential  treatment  in the event of the sale or  liquidation  of CCAL.
     Consequently,  the minority interest liability in the consolidated  balance
     sheet  at  December  31,  2002  and the  minority  interest  in  subsidiary
     (earnings)  losses in the  consolidated  statement of earnings for the year
     ended  December  31, 2002  include  $92,  net of $39 of income tax benefit,
     representing  the management  fees that would have been payable to FKH. The
     minority interest  liability in the consolidated  balance sheet at December
     31, 2001 and the minority  interest in subsidiary  (earnings) losses in the
     consolidated  statement  of earnings  for the year ended  December 31, 2001
     include $120,  net of $51 income tax benefit,  representing  the management
     fees that would have been payable to FKH. Beginning January 1, 2002, either
     CCA or FKH had the option to declare the fees calculable and payable.

     CCA elected to declare the fees  calculable  and payable to themselves  for
     the period  January 1, 2002 through  December 31,  2002.  This  resulted in
     management fee income of $501 pre-tax to CCA and a corresponding expense to
     CCAL.

     In January 2003,  CCA purchased an additional  35% of CCAL,  bringing CCA's
     ownership of all of the common and outstanding  shares of CCAL to 100%. The
     purchase  price  was  21.5  million  Rand or  $2.6  million,  based  on the
     conversion  rate at January 10, 2003, in exchange for the equity  ownership
     valued at 11.0 million Rand or $1.4  million and  shareholder  loan held by
     the previous 35% equity owner, valued at 10.5 million Rand or $1.2 million.
     Simultaneous with the

                                     -F23-
                                     <PAGE>

     transaction  the  Hotel  Management  Agreement  between  CCAL  and  FKH was
     cancelled and CCA assumed the  management  of the hotel.  Financing for the
     transaction was provided by the RCF.

     Initial  start up costs of the casino,  resort  hotel and spa resulted in a
     pre-tax  charge of $652 against the income for the year ended  December 31,
     2000.

     South  Africa -  Gauteng  -  Legislation  enacted  in 1996 in South  Africa
     provides for the award of up to 40 casino licenses  throughout the country.
     In  addition  to its Caledon  operations,  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.

     Six casino  licenses were  allocated to the province of Gauteng  (primarily
     for the  Greater  Johannesburg  area)  by  which  five  casinos  have  been
     operating  since  1998.  With  respect  to the  sixth  and  final  license,
     Silverstar Development Ltd.  ("Silverstar"),  a consortium owned by trusts,
     corporations and individuals from the province, chose the Company as equity
     and management  partner for its proposed  casino,  hotel and  entertainment
     resort in the West Rand province (western portion of greater Johannesburg).
     Since  joining  forces  more than five years ago,  the  Company  has helped
     Silverstar  work  through a series of legal issues  regarding  the award of
     this gaming  license - culminating  in March 2000 with the entering into of
     an agreement  with the sole  competing  license  applicant.  This agreement
     settled all past claims and brought both  parties and the Company  together
     in an effort to jointly  secure the sixth and final  gaming  license in the
     province.

     During  September  2001,  CCA  entered  into an  agreement  to secure a 50%
     ownership  interest  in Rhino  Resort  Ltd.  ("RRL"),  a  consortium  which
     includes  Silverstar  Development  Ltd.  ("Silverstar").  RRL  submitted an
     application for a proposed  hotel/casino  resort development in that region
     of the greater  Johannesburg area of South Africa known as the West Rand at
     a cost of approximately 400 million Rand ($46.6 million). In November 2001,
     RRL was  awarded  the sixth and final  casino  license  serving the Gauteng
     province in South Africa.  In February  2002,  Tsogo Sun Holdings (Pty) Ltd
     ("Tsogo"),  a  competing  casino,  filed a Review  Application  seeking  to
     overturn  the  license  award by the Gauteng  Gambling  Board  ("GGB").  In
     September  2002,  the High Court of South  Africa  overturned  the  license
     award. As a result of these  developments,  the Company has recorded a $377
     write-off for all advances made,  and  pre-construction  cost incurred,  in
     conjunction with the Johannesburg  project.  In November 2002, and upon the
     advice of legal counsel,  Silverstar, with the support and agreement of all
     other parties to the original two  applications  for the West Rand license,
     including  CCA, made  representation  to the GGB  requesting  that the sole
     remaining  license for the province of Gauteng now be awarded to Silverstar
     pursuant to its original  1997  application.  Notwithstanding  Silverstar's
     belief as to the legal and  public-policy  framework that would now justify
     such an award,  the GGB in December 2002 denied  Silverstar's  request.  In
     consequence, Silverstar on March 4, 2003 initiated legal action against the
     GGB in the High Court of South Africa  seeking,  inter alia, that the court
     now compel the authorities to award the license to Silverstar.  Due process
     in terms of such an action will likely result in the matter not being heard
     by the High  Court  before  the third  quarter of 2003.  CCA,  through  its
     majority-owned  subsidiary - Century Casinos West Rand (Pty) Ltd. - remains
     contracted  to  Silverstar  by a resort  management  agreement.  Under  the
     circumstances,  the conditions to CCA's previous  funding  commitment of 50
     million Rand to the project are rendered  incapable of fulfillment  without
     specific waiver by CCA, and the appropriateness of any waiver of conditions
     will be determined by CCA, at such time as CCA believes sufficient progress
     on Silverstar's efforts is achieved.

                                     -F24-
                                     <PAGE>

     As a  result  of  these  developments,  the  Company  has  recorded  a $377
     write-off in the 3rd quarter and a $22 write-off in the 4th quarter of 2002
     for all advances made and  pre-construction  cost incurred,  in conjunction
     with the Johannesburg project (Note 12). CCA maintains the ownership of the
     land that was intended for the casino project.

     Other Properties - The Company is currently  holding  non-operating  casino
     property  and land for sale in Wells,  Nevada.  The  property  and land was
     acquired in 1994 from an un-affiliated party at a cost of $921. Included in
     property write-down and other write-offs, is a pre-tax charge in the amount
     of $447, to reduce the value of the property to its fair value,  less costs
     to sell, based on the current assessment of the property (Note 12)

     Employee Benefit Plan - In March 1998, the Company adopted a 401(k) Savings
     and Retirement  Plan (the "Plan").  The Plan allows  eligible  employees to
     make  tax-deferred  contributions  that are  matched by the Company up to a
     specified  level.  The Company  contributed $21, $22 and $26 to the Plan in
     2002, 2001 and 2000, respectively.

     Operating Lease  Commitments and Purchase Options - The Company has entered
     into  certain  non-cancelable   operating  leases  for  real  property  and
     equipment. Rental expense was $349 in 2002, $357 in 2001 and $505 in 2000.


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

 --------------------------- --------------------------------------------------------------
  Contractual Obligations                             Payments Due by Period
                             ------------- -------------- ----------------- ---------------
                               Total        Less than 1  1-3 years   4-5 years    After 5
                                               year                                years
 ---------------------------  -----------  ----------- ------------ ----------  -----------
 Long-Term Debt               $   17,826   $    1,555  $     2,716 $   12,330   $     1,225
 ---------------------------  -----------  ----------- ----------- -----------  -----------
 Capital Lease Obligations           448          152          282         14           -
 ---------------------------  -----------  ----------- ----------- -----------  -----------
 Operating Leases                  1,136          287          452        180           217
 ---------------------------  -----------  ----------- ----------- -----------  -----------
 Total Contractual Cash       $   19,410   $    1,994  $     3,450 $   12,524   $     1,442
 Obligations
 ---------------------------  -----------  ----------- ----------- -----------  -----------

</TABLE>

     In June 1998,  the Company  began leasing  parking  spaces from the City of
     Cripple  Creek under a five-year  agreement  which  requires  annual  lease
     payments of $90. The Company may  purchase  the  property for $3,250,  less
     cumulative  lease  payments ($413 through  December 31, 2002),  at any time
     during the lease  term.  In February  2000,  the  agreement  was amended to
     extend the term to 2010.

     In March 1999, the Company entered into a purchase  option  agreement for a
     property in Cripple Creek,  Colorado,  situated  across the street from its
     Womacks/Legends  Casino on Bennett  Avenue.  The  agreement,  as amended on
     February 7, 2000,  expires March 31, 2004 and provides for option  payments
     as follows:  2000 - $37; 2001 - $49; 2002 - $24; 2003 - $24; and 2004 - $6.
     The Company may  exercise  its option to purchase  the property at any time
     during that period for a price of $1,500,  less 50% of  cumulative  monthly
     option payments.

     The  Company  holds a  sub-leasehold  interest  in the  real  property  and
     improvements located at 220 East Bennett Avenue. The sublease,  as assigned
     to WMCK-Acquisition Corp., provides for monthly rental payments of $16, and
     expires on June 20, 2005 unless  terminated  by the Company  with 12 months
     advance  notice.  The Company has an option to acquire the  property at the
     expiration of the sublease at an exercise price of $1,500.

     Stock  Redemption  Requirement - Colorado  gaming  regulations  require the
     disqualification  of any  shareholder who may be determined by the Colorado
     Division  of  Gaming to be  unsuitable  as an owner of a  Colorado  casino.
     Unless  a sale of  such  common  stock  to an  acceptable  party  could  be
     arranged,  the Company would repurchase the common stock of any shareholder
     found

                                      -F25-
                                     <PAGE>

     to be  unsuitable  under the  regulations.  The  Company  could  effect the
     repurchase with cash, Redemption Securities, as such term is defined in the
     Company's  Certificate of Incorporation  and having terms and conditions as
     shall be approved by the Board of Directors, or a combination thereof.


9. INCOME TAXES

     The provision for income tax expense (benefit) consists of the following:


                                     2002             2001             2000
                                     ----             ----             ----
        Current:

            Federal                   $1,740         $ 1,856         $ 2,261
            State                        235             234             341
            Foreign                      401            (89)             386
                                  -----------     -----------     -----------
                                       2,376           2,001           2,988
                                  -----------     -----------     -----------
        Deferred:
            Federal                       55           (131)           (219)
            State                          8             (8)            (34)
            Foreign                       15            (68)           (193)
                                  -----------     -----------     -----------
                                          78           (207)           (446)

                                  -----------     -----------     -----------
                                      $2,454          $1,794          $2,542
                                  ===========     ===========     ===========


     The provision  for income taxes differs from the expected  amount of income
     tax calculated by applying the statutory rate to pretax income as follows:

<TABLE>

<CAPTION>
<S>                                                        <C>              <C>            <C>
                                                           2002             2001           2000
                                                           ----             ----           ----


        Expected income tax provision at statutory
         rate of 34%                                      $ 1,891         $1, 434          $1,990
        Increase (decrease) due to:
            Non-deductible goodwill amortization                -             252             252
        Effect of foreign operations taxed at
            different rates                                    92            (19)            (18)
        State income taxes, net of federal benefit            160             163             201
        Effect of non-deductible write offs                   152               -               -
        Other, net                                            159            (36)             117
                                                       -----------     -----------     -----------
        Provision for income taxes                        $ 2,454          $1,794          $2,542
                                                       ===========     ===========     ===========


</TABLE>

                                     -F26-
                                     <PAGE>


     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting  purposes and the amounts used for income tax purposes.  Deferred
     tax assets and  liabilities  at December 31, 2002 and 2001,  consist of the
     following:

                                                        2002           2001
                                                         ----           ----
         Deferred tax assets:
           Property and equipment - non-current          $1,078      $   1,176
           Accrued liabilities and other - current           91          1,082
                                                     -----------    -----------
                                                          1,169          2,258
         Deferred tax liabilities:
            Prepaid expenses - current                     (37)          (704)
                                                     -----------    -----------
         Net deferred tax assets                        $ 1,132      $   1,554
                                                     ===========    ===========

     Net  deferred  tax assets of $54 and $1,078 are  classified  as current and
     non-current,  respectively,  and  included  in prepaid  expenses  and other
     assets in the  accompanying  consolidated  balance sheet as of December 31,
     2002.

     Net  deferred tax assets of $378 and $1,176 are  classified  as current and
     non-current,  respectively,  and  included  in prepaid  expenses  and other
     assets in the  accompanying  consolidated  balance sheet as of December 31,
     2001.

     CCA,  a  94.8%  owned   subsidiary  of  the  Century   Casinos  Inc.,   has
     approximately  $3 in net operating  loss  carryforwards  as of December 31,
     2002, which carry no expiration date.


10. GOODWILL AND OTHER INTANGIBLE ASSETS


Changes in the carrying amount of goodwill for the years ended December 31, 2002
and 2001 are as follows by segment:


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                          Cripple Creek, CO    South Africa          Total
Balance as of January 1, 2001               $       8,574     $         840     $       9,414
Amortization in  2001                             (1,342)              (75)           (1,417)
Effect of foreign currency revaluation                  -             (288)             (288)
                                               -----------       -----------       -----------
Balance as of December 31, 2001                     7,232               477             7,709
Effect of foreign currency revaluation                  -               190               190
                                               -----------       -----------       -----------
Balance as of December 31, 2002             $       7,232     $         667      $      7,899
                                               ===========       ===========       ===========

</TABLE>


                                     -F27-
                                     <PAGE>


A reconciliation of previously  reported net earnings,  basic earnings per share
and diluted  earnings  per share to the amounts  adjusted  for the  exclusion of
amortization  related to goodwill and other  intangible  assets with  indefinite
useful lives, net of related tax effect, follows:


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                     For The Year Ended December 31 ,
                                                   2002              2001             2000
                                                   ----              ----             ----

Reported net earnings                       $       3,079    $        2,455    $       3,253
Add back: Goodwill amortization,
          net of income taxes                           -             1,171            1,118
Add back: Casino license amortization,
          net of income taxes                           -               177               40
                                               -----------      ------------      -----------
Adjusted net earnings                       $       3,079    $        3,803    $       4,411
                                               ===========      ============      ===========
Basic earnings per share:
  Reported net earnings                     $        0.23    $         0.18    $        0.23
  Goodwill amortization                                 -              0.09             0.08
  Casino license amortization                           -              0.01                -
                                               -----------      ------------      -----------
  Adjusted net earnings                     $        0.23    $         0.28    $        0.31
                                               ===========      ============      ===========
Diluted earnings per share:
  Reported net earnings                     $        0.20    $         0.16    $        0.22
  Goodwill amortization                                 -              0.08             0.08
  Casino license amortization                           -              0.01                -
                                               -----------      ------------      -----------
  Adjusted net earnings                     $        0.20    $         0.25    $        0.30
                                               ===========      ============      ===========

</TABLE>

The Company's other intangible assets are comprised soley of casino  acquisition
costs associated with CCAL's license, which is shown separately on the Company's
consolidated balance sheet.

11. OTHER EXPENSE, NET


Other (expense), net, consists of the following:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                              For the Year Ended December 31,
                                                         2002              2001             2000
                                                         ----              ----             ----

  Interest income                                   $         125    $          90    $         145
  Interest expense                                        (1,809)          (1,936)          (1,529)
  Income from sale of casino project rights                     -                -            1,380
  Foreign currency exchange gains (losses)                      -             (29)              (1)
  Amortization of deferred financing costs                   (94)             (82)             (88)
  Gain on disposal of equipment                                34               13               80
  Other                                                        17                5              (7)
                                                       -----------      -----------      -----------
                                                    $     (1,727)    $     (1,939)    $        (20)
                                                       ===========      ===========      ===========
</TABLE>

                                     -F28-
                                     <PAGE>

12. PROPERTY WRITE-DOWN AND OTHER WRITE-OFFS


Property write-down and other write-offs consist of the following:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                             For the Year Ended December 31,
                                                                          2002             2001             2000
                                                                          -----            ----              ----
   Write down non-operating casino property and land held for sale     $       447    $         57    $            -
   in Nevada (Note 8)

   Write off receivables and advances related to a casino acquisition
   project and casino properties under management (Note 8) (1)                 698               -                 -
                                                                        -----------      -----------      -----------
                                                                       $     1,145    $         57    $            -
                                                                        ===========      ===========      ===========

     (1) $399 for Johannesburg (Note 1) and $299 for Prague (Note 8).

</TABLE>

                                     -F29-
                                     <PAGE>



13. EARNINGS PER SHARE


     Basic and diluted earnings per share for the years ended December 31, 2002,
     2001 and 2000 were computed as follows:

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                  2002            2001           2000
                                                                  ----            ----           ----


    Basic Earnings Per Share:
       Net earnings                                             $     3,079    $     2,455    $     3,253
                                                                ============   ============   ============
       Weighted average common shares                            13,680,884     13,823,468     14,240,990
                                                                ============   ============   ============
       Basic earnings per share                                 $      0.23    $      0.18    $      0.23
                                                                ============   ============   ============
    Diluted Earnings Per Share:
       Net earnings, as reported                                $     3,079    $     2,455    $     3,253
       Interest expense, net of income taxes, on convertible
       debenture                                                          -              8             28
                                                               ------------    ------------   ------------
       Net earnings available to common shareholders            $     3,079    $     2,463    $     3,281
                                                                ============   ============   ============


       Weighted average common shares                            13,680,884     13,823,468     14,240,990
         Effect of dilutive securities (1):
             Convertible debenture                                        -         67,451        227,489
             Stock options and warrants                           1,430,823      1,094,028        567,362
                                                                ------------   ------------   ------------
       Dilutive potential common shares                          15,111,707     14,984,947     15,035,841
                                                                ============   ============   ============
       Diluted earnings per share                               $      0.20    $      0.16    $      0.22
                                                                ============   ============   ============

    Excluded from computation of diluted earnings per
       share due to anti-dilutive effect (1):
       Options and warrants to purchase common shares                     -          15,000       205,000
             Weighted average exercise price                              -    $       2.15   $      2.19

</TABLE>

                                     -F30-
                                     <PAGE>



14. UNAUDITED SUMMARIZED QUARTERLY DATA


Summarized quarterly financial data for 2002, 2001 and 2000 is as follows:

<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                1st Quarter         2nd Quarter        3rd Quarter      4th Quarter
                                            ---------------- ------------------- ------------------ ----------------
Year ended December 31, 2002
  Net operating revenue                              $6,892              $7,429             $7,885           $7,131
  Earnings from operations                           $1,973              $2,155             $1,281           $1,882
  Net earnings (1), (2)                              $  925              $1,103             $  453           $  598
  Basic earnings per share (6)                       $ 0.07              $ 0.08             $ 0.03           $ 0.04
  Diluted earnings per share (6)                     $ 0.06              $ 0.07             $ 0.03           $ 0.04


                                                1st Quarter         2nd Quarter        3rd Quarter      4th Quarter
                                            ---------------- ------------------- ------------------ ----------------
Year ended December 31, 2001
  Net operating revenue                              $7,309              $7,393             $7,901           $6,973
  Earnings from operations (2)                       $1,132              $1,284             $2,016           $1,724
  Net earnings                                       $  453              $  589             $  687           $  726
  Basic earnings per share (6)                       $ 0.03              $ 0.05             $ 0.05           $ 0.05
  Diluted earnings per share (6)                     $ 0.03              $ 0.04             $ 0.05           $ 0.04

                                                1st Quarter         2nd Quarter       3rd Quarter       4th Quarter
                                            ---------------- ------------------- ----------------- -----------------
Year ended December 31, 2000
  Net operating revenue (3)                          $5,164              $5,514            $6,454            $9,100
  Earnings from operations                           $  603              $1,052            $1,554            $2,664
  Net earnings (4), (5)                              $  979              $  396            $  830            $1,048
  Basic earnings per share (6)                       $ 0.07              $ 0.03            $ 0.06            $ 0.07
  Diluted earnings per share (6)                     $ 0.07              $ 0.03            $ 0.06            $ 0.06

</TABLE>


     (1)  In 2002,  effective  with the adoption of SFAS No. 142, the Company no
          longer amortizes  goodwill and other intangible assets with indefinite
          useful lives.  The  following  goodwill  amortization  expense (net of
          income taxes) was recorded for each quarter in 2001 and 2000:


<TABLE>
<CAPTION>
<S>                          <C>                  <C>                 <C>                  <C>
                             1st Quarter          2nd Quarter         3rd Quarter          4th Quarter
                          ------------------- -------------------- ------------------- --------------------

               2001              $294                $294                 $294                $289
               2000              $279                $280                 $279                $280

</TABLE>

     (2)  The Company is currently  holding  non-operating  casino  property and
          land for sale in Wells, Nevada. In the 3rd quarter of 2002 and the 1st
          quarter 2001 the Company reduced the value of the property to its fair
          value  by  $447  and  $57,  respectively.  See  Note  8,  Commitments,
          Contingencies  and  Other  Matters,  to  the  Consolidated   Financial
          Statements  for  complete  disclosure.  The $57  write-off in 2001 was
          reclassified from  non-operating to operating  expenses in the current
          year report.

                                     -F31-
                                     <PAGE>


          In the 3rd quarter of 2002,  the Company has recorded a $299 write-off
          for unpaid  management  fees and loans  related to its  operations  in
          Prague,  Czech  Republic,  as  devastating  floods  in  Prague,  Czech
          Republic in August 2002 had an adverse impact on casino operation. See
          Note  8,  Commitments,   Contingencies  and  Other  Matters,   to  the
          Consolidated Financial Statements for complete disclosure.

          In the 3rd quarter of 2002,  the Company has recorded a $377 write-off
          for  all  advances  made,  and  pre-construction   cost  incurred,  in
          conjunction with the Johannesburg  project.  See Note 8,  Commitments,
          Contingencies  and  Other  Matters,  to  the  Consolidated   Financial
          Statements for complete disclosure. $22 in additional expenses related
          to the  Johannesburg  project  were  written off in the 4th quarter of
          2002, bringing the total to $399.

     (3)  In 2001, the Company changed its classification of promotional charges
          which totaled  $2,740 and $2,777 for the years ended December 31, 2001
          and 2000, respectively.  The following promotional expenses, which are
          now accounted for as a reduction of revenue were previously classified
          as casino expenses.
<TABLE>

<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                           1st Quarter          2nd Quarter         3rd Quarter          4th Quarter
                        -------------------- -------------------- ------------------- --------------------

               2000            $670                 $698                 $736                $673

</TABLE>


     (4)  During the 1st quarter of 2000, the Company received $1,380,  from the
          sale of its riverboat gambling license in Indiana.  This was offset by
          charges of $302 related to the  write-off  of a  noncompete  agreement
          with  a  former   officer/director   and   bonuses   paid  to  certain
          officers/directors  related to the final payment  received on the sale
          of the Company's riverboat gambling license in Indiana.

     (5)  The Caledon Casino opened for business on October 11, 2000. During the
          4th quarter of 2000, net operating  revenue for the casino was $3,536.
          Consolidated   net  earnings,   after   eliminating  all  intercompany
          transactions,  for CCA, the  Company's  South African  subsidiary,  of
          which the  Caledon  Casino is a part,  was $748 for the 4th quarter of
          2000.

     (6)  Sum of quarterly  results may differ from annual results  presented in
          Note 13, Earnings per Share, to the Consolidated Financial Statements,
          and the Statement of Earnings because of rounding.



                                     -F32-
                                     <PAGE>