SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB-A
                                 AMENDMENT NO. 1

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


For the fiscal year ended:  December 31, 1998        Commission File No. 0-22290
-------------------------                            ------------------

                              CENTURY CASINOS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

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


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

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

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

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

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

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

State the issuer's revenues for its most recent fiscal year:  $19,458,852

The aggregate market value of the voting common stock held by  non-affiliates of
the registrant on March 12, 1999, was  approximately  $10,944,000 based upon the
average of the reported closing bid and asked price of such shares on Nasdaq for
that date. As of March 12, 1999,  there were  14,659,785  shares of common stock
outstanding.

This Amendment  includes the information  required by Items 9 through 12 of Form
10-KSB,  as such information will not otherwise be filed with the Securities and
Exchange  Commission  within 120 days of  December  31,  1998 (the  Registrant's
fiscal year end). The remainder of the Registrant's previously filed Form 10-KSB
is unchanged.


<PAGE>



Item 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act.

         Information  regarding the Board of Directors and executive officers of
the Company, as of April 21, 1999, is as follows:
<TABLE>
<CAPTION>

         Name                       Age              Positions Held                     Officer or Director Since
         -------------------        ---      ---------------------------------          -----------------------------
<S>                                 <C>     <C>                                         <C> 
         Erwin Haitzmann            45       Chairman of the Board, President           March 1994
                                               and Chief Executive Officer

         Peter Hoetzinger           36       Vice Chairman of the Board                 March 1994
                                               and Assistant Secretary

         James D. Forbes            41       Assistant Treasurer and Director           March 1994

         Norbert Teufelberger       34       Chief Financial Officer, Secretary         March 1994
                                               and Director

         Robert S. Eichberg         52       Director                                   January 1998

         Gottfried Schellmann       45       Director                                   January 1998

         Brad Dobski                46       Vice President-Finance and                 January 1995
                                               Chief Accounting Officer

</TABLE>

         Erwin  Haitzmann  holds a  Doctorate  degree  in  Social  and  Economic
Sciences from the University of Linz,  Austria (1980),  and has extensive casino
gaming  experience  ranging from dealer  (commencing  in 1975)  through  various
casino management positions.  Mr. Haitzmann served as Chief Executive Officer of
Casinos Austria International from 1981 to 1992. During his employment he served
as  chairman  or  member  of the  boards  of  directors  of more  than 25 casino
subsidiaries  of Casinos  Austria  International  worldwide.  From  October 1992
through April 1993 he was employed by Novo Invest Casino  Development as Head of
the Management  Board. Mr. Haitzmann has been employed  full-time by the Company
since May 1993.

         Peter Hoetzinger  received an MBA from the University of Linz, Austria,
in 1986.  He  thereafter  joined  Casinos  Austria  International,  where he was
responsible for business  development and acquisitions  through October 1992; he
served as deputy to the Chief  Executive  Officer  and as  director of 10 casino
subsidiaries of Casinos Austria International.  From November 1992 through April
1993,  he worked for Novo Invest Casino  Development.  Mr.  Hoetzinger  has been
employed full-time by the Company since May 1993.

         James D. Forbes,  from 1979 to 1987, was employed in several  positions
in the gaming industry with British casino companies.  From 1987 through January
1993, he was employed in the gaming industry by Casinos Austria International in
various positions, including casino manager, general manager, operations manager
and regional managing  director.  Mr. Forbes has been employed  full-time by the
Company since February 1993.


                                       2

<PAGE>

         Norbert Teufelberger received an MBA from Vienna University in 1989. He
thereafter  joined Casinos  Austria  International  in 1989, as Assistant to the
Chief Executive Officer, later becoming Head of International Finance & Control.
There, his responsibilities  included  establishing  financial operating systems
for the parent and all subsidiary  companies.  Additionally,  he was responsible
for  negotiating  and  establishing  financing  requirements  of Casinos Austria
International.  From November 1992 through April 1993, he worked for Novo Invest
Casino Development.  Mr. Teufelberger has been employed full-time by the Company
since May 1993.

         Robert S.  Eichberg  graduated  from Bradley  University in 1968 with a
B.S. Degree in Accounting and is a Certified Public Accountant.  He was employed
by the public accounting firm of Deloitte & Touche LLP from 1974 to 1994, ending
his tenure there as Tax Partner.  From 1994 to 1996 he served as Tax Partner for
the public  accounting firm Price Bednar,  before joining the public  accounting
firm  Causey,  Demgen & Moore,  Inc. in  September  of 1996 as  shareholder  and
President.

         Gottfried  Schellmann  graduated  from  University of Vienna with a law
degree and is a  certified  tax  advisor in  Austria.  After  having  worked for
several firms, including KPMG Germany as a tax and accounting manager, he formed
Schellmann & Partner in 1993,  which  specializes in tax and accounting work for
provinces and municipalities in Austria. He is a member of the International Bar
Association.  He is also  one of the  main  co-authors,  together  with  certain
officers of the  Austrian  Ministry of Finance,  of the Austrian  corporate  tax
code.

         Brad Dobski holds a B.S.  Degree in Mathematics  from the University of
Illinois  (1974),  a  Master's  Degree in  Accountancy  from the  University  of
Illinois (1978) and is a Certified Public  Accountant.  From 1978 to 1986 he was
employed by the public accounting firm of Price Waterhouse, and ended his tenure
as Audit Manager.  From 1986 to 1994 he served in various  financial  management
capacities in the U.S. and abroad with the Kiewit  Companies,  a  privately-held
multinational  conglomerate  engaged  in  construction,  telecommunications  and
energy.   He  held  the  position  of  Financial   Director  of   McCourt/Kiewit
International  prior to  leaving  Kiewit  in April  1994.  Mr.  Dobski  has been
employed  full-time  by  the  Company  since  November  1994.  He  became  Chief
Accounting  Officer in January 1995 and became Vice  President-Finance  in March
1997.

There are no family  relationships  between  or among  the  Company's  executive
officers and directors.

                        COMPLIANCE WITH SECTION 16(a) OF
                           THE SECURITIES EXCHANGE ACT

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  directors and executive  officers,  and persons who  beneficially own
more than 10% of its  outstanding  common stock, to file with the Securities and
Exchange  Commission  (the "SEC")  initial  reports of ownership  and reports of
changes in ownership of common stock and other equity securities of the Company.
Officers and  greater-than-10%  stockholders  are required by SEC  regulation to
furnish the Company with copies of all Section 16(a) reports they file.

         To the  Company's  knowledge,  based  solely on review of the copies of
such reports furnished to the Company and representations  that no other reports
were required, during the fiscal year ended December 31, 1998, all Section 16(a)
filing requirements  applicable to its officers,  directors and greater-than-10%
stockholders were complied with in a timely manner.



                                       3
<PAGE>


Item 10. Executive Compensation.

                  The table below sets forth executive compensation during 1996,
1997 and 1998 to the  Chairman  of the  Board,  President  and  Chief  Executive
Officer of the Company, Erwin Haitzmann, and to all other executive officers who
received greater than $100,000 in compensation in 1996, 1997 and 1998.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>


                                                                                    Awards               Payouts
                                                                           =============================================
                                                                 Other                 Securities
                                                                Annual     Restricted  Underlying             All Other
                                                              Compen-sation  Stock     Options /     LTIP      Compen-
             Name and                   Salary      Bonus         (a)        Awards       SARs      Payouts    sation   
        Principal Position     Year       ($)        ($)          ($)          ($)        (#)         ($)      ($)(b)
       =================================================================================================================
<S>                           <C>      <C>        <C>              <C>           <C>       <C>      <C>        <C>      
       Erwin Haitzmann,       1998     150,000    200,000          59,700          --          --         --         --
       Chairman of the        1997     130,671     54,632           1,715          --          --         --         --
       Board, President and   1996     125,000     22,108              --          --          --         --         --
       Chief Executive
       Officer
       -----------------------------------------------------------------------------------------------------------------
       Peter Hoetzinger,      1998     150,000    200,000          15,402          --          --         --         --
       Vice Chairman of the   1997     130,671    54,329              926          --          --         --         --
       Board and Assistant    1996     125,000    21,809               --          --          --         --         --
       Secretary
       -----------------------------------------------------------------------------------------------------------------
       James D. Forbes,       1998     150,000    30,000           41,487          --          --         --      1,724
       Assistant Treasurer    1997     132,580    47,175            6,377          --          --         --         --
       and Director           1996     125,000    13,189               --          --          --         --         --
       -----------------------------------------------------------------------------------------------------------------
       Norbert                1998     150,000    140,000           7,859          --          --         --      1,486
       Teufelberger, Chief    1997     130,671    38,317            3,934          --          --         --         --
       Financial Officer,     1996     125,000     5,765               --          --          --         --         --
       Secretary and
       Director
       -----------------------------------------------------------------------------------------------------------------
</TABLE>

         (a)      Amounts for 1998 include  reimbursement  for estimated  income
                  taxes,  associated  with  perquisites,   of  $26,721  for  Mr.
                  Haitzmann; $6,565 for Mr. Hoetzinger;  $11,151 for Mr. Forbes;
                  and $837 for Mr. Teufelberger.
        
         (b)      Consists  solely of Company's  matching  contributions  to the
                  401(k) Savings and Retirement Plan.

OPTION GRANTS IN LAST FISCAL YEAR

         There  were no grants of stock  options  to  purchase  shares of common
stock of the Company to any of the named executive officers in 1998.


                                       4

<PAGE>

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR END OPTION VALUES

         The following  table sets forth the  aggregate  options held by certain
executive  officers of the Company.  No options were  exercised by the specified
officers in 1998.

<TABLE>
<CAPTION>

                                                                        Number of Securities       Value of Unexercised
                                                                        Underlying Options at    In-the-Money Options at
                              Shares Acquired           Value             December 31, 1998         December 31, 1998
          Name                  on Exercise            Realized       Exercisable/Unexercisable  Exercisable/Unexercisable
--------------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>                 <C>                        <C>    

      Chairman of the                 -                    -              1,000,000 / None           $1,550 / None (a)
      Board, President
      and Chief Executive
      Officer

      Peter Hoetzinger,               -                    -               593,000 / None           $1,550 / None (a)
      Vice Chairman of
      the Board and
      Assistant Secretary

      James D. Forbes,                -                    -               508,000 / None            $1,550 / None (a)
      Assistant Treasurer
      and Director

      Norbert                         -                    -               323,000 / None            $1,550 / None (a)
      Teufelberger,
      Chief Financial
      Officer, Secretary
      and Director

      Brad Dobski,                    -                    -               66,167 / 3,333             $310 / None (a)
      Vice
      President-Finance
      and Chief
      Accounting Officer
</TABLE>

         (a)      Based on the closing bid price ($0.78) of the Company's Common
                  Stock on the Nasdaq Stock Market on December 31, 1998.

         Directors who are full-time employees receive no compensation for their
services as directors;  with the exception of Messrs.  Eichberg and  Schellmann,
all of the Company's directors are full-time employees.

         Messrs. Eichberg and Schellmann,  the outside directors of the Company,
are being  compensated for their services as follows.  As of the date of joining
the Board of Directors,  both outside  directors  received  warrants to purchase
10,000 shares of the Company's  common stock. The warrants have a five-year term
and are exercisable at $0.938 per share. The outside  directors receive $500 per
Board or committee  meeting  attended  and the Company  will pay for  reasonable
expenses incurred in conjunction with those meetings.  In addition,  the outside
directors  receive $500 per gaming  application  filed with gaming regulators to
compensate them for their time spent.



                                       5
<PAGE>


Item 11. Security Ownership of Certain Beneficial Owners and Management.

                  The  following  table sets forth  information  as of April 21,
1999,  concerning  record common stock  ownership by  beneficial  owners of five
percent or more of the Company's  common stock and the officers and directors of
the Company.  All of the named persons below other than Thomas Graf and Lloyd I.
Miller, III, are officers or directors of the Company:

<TABLE>
<CAPTION>

                                                                    Amount and Nature      
                Title of            Name and Address of               of Beneficial        Percent of
                 Class                Beneficial Owner                  Ownership             Class  
                -------------------------------------------------------------------------------------
<S>                                                                   <C>                     <C>  
                Common Stock,     Erwin Haitzmann                     1,577,338 (a)           10.1%
                $.01 par value    999 18th Street, Suite 1810
                                  Denver, CO 80202
                Common Stock,     Peter Hoetzinger                     935,456 (b)            6.1%
                $.01 par value    999 18th Street, Suite 1810
                                  Denver, CO 80202
                Common Stock,     James D. Forbes                      892,328 (c)            5.9%
                $.01 par value    999 18th Street, Suite 1810
                                  Denver, CO 80202
                Common Stock,     Norbert Teufelberger                 529,832 (d)            3.5%
                $.01 par value    999 18th Street, Suite 1810
                                  Denver, CO 80202
                Common Stock,     Robert S. Eichberg                    20,000 (e)             (f)
                $.01 par value    1801 California Street, Suite
                                  4650
                                  Denver, CO 80202
                Common Stock,     Gottfried Schellmann                  59,000 (g)             (f)
                $.01 par value    Lerchengasse 2
                                  2340 Moedling, Austria
                Common Stock,     Brad Dobski                           89,500 (h)             (f)
                $.01 par value    999 18th Street, Suite 1810
                                  Denver, CO 80202
                Common Stock,     All Officers and Directors as         4,103,454             23.9%
                $.01 par value    a Group (seven persons)
                Common Stock,     Thomas Graf                         2,561,000 (i)           17.4%
                $.01 par value    Liechtensteinstrasse 54
                                  A-2344 Maria Enzersdorf
                                  Austria
                Common Stock,     Lloyd I. Miller, III                  1,574,375             10.7%
                $.01 par value    4550 Gordon Drive
                                  Naples, FL 34102

------------
</TABLE>

         (a)      Includes:  (i) an incentive  stock  option for 130,000  shares
                  exercisable at $1.50 per share; (ii) an incentive stock option
                  for 50,000  shares  exercisable  at $0.75 per  share;  (iii) a
                  nonstatutory  stock option for 820,000  shares  exercisable at
                  $1.50  per  share;  and  (iv)  a  warrant  for  13,669  shares
                  exercisable at $2.25 per share.

                                       6
<PAGE>



(b)      Includes:  (i) an incentive stock option for 130,000 shares exercisable
         at $1.50 per share;  (ii) an incentive  stock option for 50,000  shares
         exercisable  at $0.75 per share (iii) a  nonstatutory  stock option for
         413,000 shares exercisable at $1.50 per share; (iv) a warrant for 8,728
         shares  exercisable at $2.25 per share;  and (v) 100,000 shares held by
         Mr. Hoetzinger's spouse.

(c)      Includes:  (i) an incentive stock option for 130,000 shares exercisable
         at $1.50 per share;  (ii) an incentive  stock option for 50,000  shares
         exercisable  at $0.75 per share (iii) a  nonstatutory  stock option for
         328,000 shares  exercisable at $1.50 per share;  and (iv) a warrant for
         13,064 shares exercisable at $2.25 per share.

(d)      Includes:  (i) an incentive stock option for 130,000 shares exercisable
         at $1.50 per share;  (ii) an incentive  stock option for 50,000  shares
         exercisable  at $0.75 per share (iii) a  nonstatutory  stock option for
         143,000 shares  exercisable at $1.50 per share;  and (iv) a warrant for
         5,416 shares exercisable at $2.25 per share.

(e)      Includes an option for 10,000 shares exercisable at $0.938 per share.

(f)      Less than 1%.

(g)      Includes an option for 10,000 shares exercisable at $0.938 per share.

(h)      Includes: incentive stock options for 4,500 shares exercisable at $2.25
         per share;  55,000 shares  exercisable  at $1.50 per share;  and 10,000
         shares exercisable at $0.75 per share.

(i)      Includes a warrant for 50,000 shares exercisable at $2.25 per share.


Item 12. Certain Relationships and Related Transactions.

On  February  23,  1998,  each of  Messrs.  Haitzmann,  Hoetzinger,  Forbes  and
Teufelberger,  directors  and  officers  of the  Company,  purchased a 2% equity
interest in Century Casinos Africa (Pty.) Limited  ("CCA"),  a subsidiary of the
Registrant,  at a cost of  approximately  $500 each.  The shares  were  acquired
pursuant to CCA's 1998 Share Incentive Scheme, which was approved by CCA's Board
of Directors in early 1998. The amount paid was substantially in excess of CCA's
book value per share at that time.

At April 21, 1999,  the Company had an unsecured  note payable in the  principal
amount of $380,000 to Thomas Graf, a founding  shareholder  of the Company.  The
note bears interest at 6% per annum,  payable quarterly in advance. Mr. Graf, at
his option, may elect to receive any or all of the unpaid principal by notifying
the  Company  on or before  April 1 of each year.  Payment  would be made by the
Company  within  nine  months  of  such  notification.  The  entire  outstanding
principal is due and payable on April 1, 2004.


                                       7
<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  Amendment No. 1 to
Form  10-KSB to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of Denver, State of Colorado on April 23, 1999.

                               CENTURY CASINOS, INC.

                               By:/s/ Erwin Haitzmann
                               ----------------------------------------------
                               Erwin Haitzmann, President and Chief
                               Executive Officer

                               /s/ Norbert Teufelberger
                               ----------------------------------------------
                               Norbert Teufelberger, Chief Financial Officer
                               (Principal Financial Officer)

                               /s/ Brad Dobski
                               ----------------------------------------------
                               Brad Dobski, Chief Accounting Officer
                               (Principal Accounting Officer)

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Erwin Haitzmann and Norbert Teufelberger,
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-KSB, 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 Amendment No. 1 to Form 10-KSB has been signed by the following  persons on
behalf of the Registrant and in the capacities indicated on April 23, 1999.

<TABLE>
<CAPTION>

Signature                      Title                                 Signature                          Title
-------------------            ---------------------------------     ------------------------           --------
<S>                          <C>                                    <C>                                <C>               
/s/ Erwin Haitzmann            Chairman of the Board and             /s/ Gottfried Schellmann           Director
Erwin Haitzmann                Chief Executive Officer               Gottfried Schellmann

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

/s/ James D. Forbes            Director
James D. Forbes

/s/ Norbert Teufelberger       Chief Financial Officer and Director
Norbert Teufelberger
</TABLE>


                                       8