**UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
**FORM
10-K/A**
**Amendment
No. 1**

___X___ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004.
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. Employeror organization)
    Identification No.)
**1263 A Lake Plaza Drive, Colorado Springs, Colorado
80906**
(Address of principal executive offices) (Zip Code)
**(719) 527-8300**
(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 . [ X ]

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the 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 June 30, 2004, based upon
the average bid and asked price of $5.51 for the Common Stock on the NASDAQ
Stock Market on that date, was $55,179,489.

As of April 22, 2005, the Registrant had 13,754,900 shares of
Common Stock outstanding.


1**EXPLANATORY NOTE**

The Annual Report on Form 10-K of Century Casinos, Inc. (the
"Company") filed with the Commission on April 15, 2005, incorporated certain
information in Part III of the Form 10-K by reference to the Company’s Proxy
Statement for its 2005 Annual Meeting of Stockholders. Due to a delay in
initiating the broker search process required by SEC Rule 14a-13, the Company’s
Proxy Statement will not be filed within 120 days of the Company’s fiscal year
ended December 31, 2004.


**PART III**

**Item
10.********Directors and Executive
Officers of the Registrant.**

Information regarding the Board of Directors and executive
officers of the Company, as of April 22, 2005 is as follows:

**Officer or****Name**
    **Age**
    **Positions Held**
    **Director Since**Erwin Haitzmann
    51
    Chairman of the Board &
    March 1994Co-Chief Executive OfficerPeter Hoetzinger
    42
    Vice Chairman of the Board
    March 1994Co-Chief Executive Officer& PresidentRobert S. Eichberg
    58
    Director
    January 1997Gottfried Schellmann
    51
    Director
    January 1997Dinah Corbaci
    50
    Director
    April 2000Larry Hannappel
    52
    Senior Vice-President
    October 1999Secretary & TreasurerRich Rabin
    58
    Chief Operating Officer for
    August 2004North AmericaRay Sienko
    47
    Chief Accounting Officer
    March 2005

**Erwin Haitzmann**holds a Doctorate and a Masters
degree in Social and Economic Sciences from the University of Linz, Austria
(1980), and has 30 years of casino gaming experience ranging from dealer
(commencing in 1975) through various casino management positions. Mr. Haitzmann
has been employed full-time by the Company since May 1993.

**Peter Hoetzinger**received a Masters degree from
the University of Linz, Austria, in 1986. He thereafter was employed in several
managerial positions in the gaming industry with Austrian casino companies. Mr.
Hoetzinger 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 LLP, before joining the
public accounting firm of Causey, Demgen & Moore, Inc. in September of 1996,
where he has been employed since, as shareholder and President.

2
**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 tax and accounting manager,
he formed Schellmann & Partner in 1993, where he has been employed since,
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.

**Dinah Corbaci**holds a Doctorate degree in Law
from the University of Salzburg, Austria (1981). One year practice on the
Austrian Court in Salzburg was followed by working for the Austrian Association
of Realtors in Vienna. In 1984 she joined IBM Austria, where she is responsible
as Account Manager for large government customers, with special focus on
e-business for large IBM mainframe hardware and e-government solutions. During
the last five years of her 21 years of employment at IBM, she has served as
eServer Manager where she is responsible for all Austrian governmental customers
concerning their strategic hardware development compliance for governmental and
legal requirements.

**Larry Hannappel**graduated from National College,
Rapid City, South Dakota (1976) with a B.S. Degree in Accounting. From 1976 to
1979, he was employed by the public accounting firm of Hamma & Nelson. From
1979 to 1994, he served in various financial management capacities in
manufacturing and gaming. Mr. Hannappel has been employed full-time by the
Company since May, 1994. He became Chief Accounting Officer in October 1999, was
appointed as Secretary of the Company in March, 2000 and appointed as Treasurer
in June 2001. In March 2005, he was appointed the Senior Vice President.

**Rich Rabin** earned undergraduate degrees from
Roosevelt University, Chicago, Illinois in Accounting and Finance. He earned his
MBA from the University of Wisconsin specializing in Finance. From 1973 until
1999, he was employed in various positions within the hospitality industry.
Additionally, he was employed from 1995 to 1999 as the Senior Vice President of
Operations, President, and Chief Operating Officer for the Colorado Gaming and
Entertainment Company. In 2000, he was employed as a Vice President, Casino
Operations for the International Thunderbird Gaming Corp. From 2000 to 2001, he
was a consultant for Peak Management. From 2001 to 2002, he was employed as the
Senior Vice President, Casino Operations for PDS Gaming. During 2002 to 2004, he
was employed as the Director for The Innovation Group in Las Vegas. He has been
employed full-time by the Company since August 2004 as the Chief Operating
Officer for North America.

**Ray Sienko**graduated from St. Joseph’s University
in Philadelphia, Pennsylvania (1979) with a B.S. Degree in Accounting. From 1979
to 1981 he was employed by the public accounting firm of Samuel M. Fischer &
Co., CPAs. He successfully passed the CPA exam in November 1979. From 1981 to
1985 he was employed by Amerigas, Inc. From 1985 to 2000, he was employed as the
Controller for Bayard Sales Corp. Mr.Sienko has been employed full time by the
Company since June 2000 as Controller. He was appointed Chief Accounting Officer
in March 2005.

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

We have an Audit Committee of the Board of Directors, which is
comprised of Robert S. Eichberg (Chairman), Gottfried Schellmann and Dinah
Corbaci. The Board of Directors has determined that Mr. Eichberg is an “audit
committee financial expert” as defined in applicable rules of the Securities and
Exchange Commission.

We have adopted a Code of Ethics that applies to all directors,
officers and employees, including our Co-Chief Executive Officers, our Senior
Vice President and our Chief Accounting Officer. A complete text of this Code of
Ethics is available in Exhibit 14 filed with the Form 10-K for the year ended
December 31, 2003.


3
**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, 2004), all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% stockholders were complied with in a timely manner

**Item 11****.****Executive Compensation****.**

**Summary Compensation Table**


The table below sets forth executive compensation during 2004,
2003 and 2002 to the Chairman of the Board and Co-Chief Executive Officer of the
Company, Erwin Haitzmann, and to all other executive officers who received
greater than $100,000 in compensation in 2004, 2003 or 2002.


Awards
    PayoutsName & Principal
      Position
    Year
    Salary (a)
      ($)
    Bonus (b)
      ($)
    Other Annual Comp-ensation
      ($)
    Restricted Stock Awards
      ($)
    Securities Underlying Options/
      SARs
      (#)
    LTIP
      Payouts
      ($)
    All Other Comp-ensation
      ($) (c)Erwin Haitzmann
    2004
    199,703
    341,690
    
    
    628,105Chairman of the Board
    2003
    180,737
    262,390and Co-Chief Executive Officer
    2002
    178,605
    247,763Peter Hoetzinger
    2004
    199,703
    341,690
    
    
    628,105Vice-Chairman of the Board,
    2003
    191,357
    251,800Co-Chief Executive Officer
    2002
    183,432
    243,002and PresidentLarry Hannappel
    2004
    80,507
    80,000
    
    
    27,500
    
    1,200Senior Vice-President
    2003
    80,507
    60,000
    
    
    
    
    1,200Secretary & Treasurer
    2002
    80,507
    60,000
    
    
    
    
    1,200

(a) Salary for 2004 includes $120,000 paid to Flyfish Casino
Consulting AG for the benefit of Mr. Haitzmann’s Family Foundation and $120,000
paid to Focus Casino Consulting AG for the benefit of Mr. Hoetzinger’s Family
Foundation, pursuant to separate management agreements with the Company, entered
into on March 1, 2001 and amended October 11, 2001, October 12, 2002, March 29,
2004 and February 14, 2005. See “Executive Employment Agreements.”

(b) Mr. Haitzmann’s bonus for 2004 was paid to Flyfish Casino
Consulting AG for the benefit of Mr. Haitzmann’s Family Foundation. Mr.
Hoetzinger’s bonus for 2004 was paid to Focus Casino Consulting AG for the
benefit of Mr. Hoetzinger’s Family Foundation.

(c)
Consists solely of matching contributions made by the Company to the 401(k)
Savings and Retirement Plan.


4

**STOCK OPTION GRANTS IN LAST FISCAL YEAR**

On March 4, 2004, 1,283,710 options were granted by the
independent members of the Company’s Incentive Plan Committee to the Company’s
executive officers with an exercise price of $2.93. On January 18, 2004 each
outside director was granted an option to purchase 20,000 common shares of the
Company’s stock at a price of $3.26.

**AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR**
**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 2004.

Name
      ****
    Shares
      Acquired
      on
      Exercise
    Value
      Realized
    Number
      of Securities Underlying Options at December 31, 2004 Exercisable/
      Unexercisable
    Value
      of Unexercised In-the-Money Options at December 31, 2004 Exercisable/
      UnexercisableErwin
      Haitzmann,
      Chairman
      of the Board and Co-Chief Executive Officer
    -
    -
    1,300,000 / 628,105 (a)
    $10,181,500 / 3,894,251 (c)Peter Hoetzinger, Vice Chairman of the Board,
      Co-Chief Executive Officer and President
    -
    -
    793,000 / 628,105 (b)
    $6,238,090 / 3,894,251 (c)Larry Hannappel,
      Senior Vice-President, Secretary & Treasurer
    
    -
    37,500 / 27,500
    $289,875 / 170,500 (c)

(a) All options are held by The Haitzmann Family Foundation. (See
Certain Relationships and Related Transactions.)

(b) All options are held by The Hoetzinger Family Foundation. (See
Certain Relationships and Related Transactions.)

(c) Based on the closing bid price ($9.13) of the Company’s
Common Stock on the NASDAQ Stock Market on December 31, 2004.

**DIRECTOR COMPENSATION**

Directors who are full-time employees receive no compensation for
their services as directors. With the exception of Messrs. Eichberg and
Schellmann and Dr. Corbaci, all of the Company’s directors are employees.

Messrs. Eichberg and Schellmann and Dr. Corbaci, the outside
directors of the Company, are being compensated for their services as
follows:

(a) Stock Option Grants - In January 2004, Messrs. Eichberg
and Schellmann and Dr. Corbaci each were granted an option to purchase 20,000
shares of the Company’s stock, which have a four-year term and are exercisable
at a price of $3.26.

(b) Compensation, Reimbursement - Each outside director
receives****$1,000 per board or committee meeting (and per
gaming application completed). In addition, effective January 1, 2005, Mr.
Eichberg shall receive fixed compensation of $10,000 per year, to cover his
increased work as Chairman of the Audit Committee. Ms. Corbaci and Mr.
Schellmann shall each receive fixed compensation of $3,000 per year, for their
increased work as members of the Audit Committee, the Compensation Committee and
the Incentive Plan Committee.

(c) Amounts paid in 2004:

Mr. Eichberg
    $7,000Ms. Corbaci
    $9,000Mr. Schellmann
    $8,000

5
**EXECUTIVE EMPLOYMENT AGREEMENTS**

On October 12, 2001, the Company entered into separate Employment
Agreements with Mr. Haitzmann and Mr. Hoetzinger. The agreements were amended
February 18, 2003 to extend the dates of employment to December 31, 2008 and to
specify the duties of Messrs. Haitzmann and Hoetzinger. Additionally, the
agreements were amended February 3, 2005 to reassign the employment agreements
to a wholly owned foreign subsidiary of the Company and to include changes to
the employees’ salary and termination clauses. As compensation for the services
rendered by the employees for the Company, the employees shall be paid not less
than € 70,000 (Euro seventy thousand) (approximately $91,441 U.S. dollars) in
base salary, plus annual increases and bonuses, and such other incentives,
benefits, insurance policies and compensation as may have been and may be
awarded to them from time to time by the Compensation Committee of the Board of
Directors. The Compensation Committee is required to review the salaries on an
annual basis. The Company shall continue to either provide the employees with,
or shall reimburse them for, all reasonable expenses incurred in connection with
the performance of their duties as executives for the Company, in substantially
at least the same form and fashion as it has done during the twelve (12) months
preceding the date of the agreements. The employees are also each entitled to
use of a car provided to them and paid for by the Company for business and
private purposes The agreements provide that in the event of termination
“without cause” by the Company, that they shall be paid their base salary then
in effect (including bonuses, if any) for a period of three (3) years from the
date on which the employee receives written notice of termination regardless of
whether the term of the employee agreement ends prior to such time. They must
continue to make themselves available to, and shall cooperate with the Company,
as may be reasonably required to assist the Company during a six-month
transition period following termination of the agreement without cause.

In addition to the employment agreements, as amended, that the
Company has with Mr. Haitzmann and Mr. Hoetzinger, the Company is party to
separate management agreements with Flyfish Casino Consulting AG, a Swiss
corporation, to secure the services of Mr. Haitzmann, and with Focus Casino
Consulting AG, a Swiss corporation, to secure the services of Mr. Hoetzinger, to
provide executive casino management services to the Company through December 31,
2005, and for five (5) year renewable periods thereafter, unless sooner
terminated by them or by the Company. The management agreements provide for an
annual base management fee of $120,000 each for Mr. Haitzmann and Mr.
Hoetzinger, plus such annual increases and bonuses, and such other incentives,
benefits and compensation as may be awarded to them, respectively, by the
Compensation Committee of the Board of Directors of the Company. Payments to
each of these management companies are included in the Executive Compensation
Table. Each of the management fees will be reviewed annually by the Compensation
Committee. The management agreements further provide for termination payments to
be made for a period of six (6) months if the management agreement is terminated
by the Company without cause, or for a payment of three times the management
company’s annual fee and average bonus if the termination occurs (a) after a
Change of Control of the Company, or (b) by the management company, for cause.

The Company entered into an employment agreement with Mr. Larry
Hannappel effective January 1, 2005, pursuant to which the Company will pay to
Mr. Hannappel a yearly salary of $120,000. Mr. Hannappel shall be eligible to
receive a yearly bonus of up to $56,000, based upon satisfactorily reaching
various budget, financial and other criteria that are established for each
calendar year plus benefits as defined until terminated. The bonus amount can be
reviewed by the Company annually, and the Compensation Committee is
required to review Mr. Hannappel’s salary on an annual basis. The Company shall
continue to either provide Mr. Hannappel with, or shall reimburse the employee
for, all reasonable expenses incurred in connection with the performance of his
duties as an executive for the Company. The Company may terminate Mr.
Hannappel’s employment at any time, without cause. If the Company terminates his
employment without cause, he will receive all earned base salary through the
last day of his employment, plus a severance amount equal to six months of his
base salary and a payment equal to 50% of the bonus received for the year
preceding his termination and his medical/hospitalization insurance will be
continued for a period of six months. A noncompete and nonsolicitation period
will end six months after the last day of employment. If Mr. Hannappel is
terminated for cause, he will receive his base salary only through the last day
of his employment. The noncompete and nonsolicitation period will end on the
first anniversary of the last day of his employment. If he is terminated within
three years from a Change of Control, the Company will pay him a severance
amount equal to twelve months of his base salary, he will receive a payment
equal to the bonus received for the year preceding his termination, and all
stock options granted to him under the company’s Equity Incentive Plan will vest
immediately.

The Company entered into an employment agreement with Mr. Richard
S. Rabin on July 19, 2004, pursuant to which the Company will pay to Mr. Rabin a
yearly salary of $150,000. In the event the Company’s proposed Edmonton property
becomes operational, Mr. Rabin’s salary shall be increased by the amount of
$7,500 per year. Also, in the event the proposed Central City property becomes
operational, Mr. Rabin’s annual salary shall be increased by $7,500 per year.
Mr. Rabin shall also be eligible to receive a bonus, based upon satisfactorily
reaching various budget and financial criteria that are established for each
calendar year. For 2005, any bonus shall be based on the performance of Womacks
and on the on-time and on-budget delivery of the proposed properties in Edmonton
and Central City. For subsequent years, the employee’s bonus shall be based on
such criteria as the employer establishes. The Company also agreed to pay Mr.
Rabin’s moving expenses, up to a maximum of $27,500. The Company will reimburse
all reasonable expenses incurred by Mr. Rabin on behalf of the Company in
connection with Mr. Rabin’s performance of duties under the agreement. Within
thirty (30) days after a new Equity Incentive Plan has been approved by the
Company’s shareholders, Mr. Rabin shall be granted 25,000 options, and 10% of
this number shall vest at the time of such grant, with 20% of this number
vesting one year later, 30% one year after that and 40% in the year subsequent
to that, subject to the approval of the relevant Committees of the Company’s
Board of Directors. In the event that there is not a new Employee Equity
Incentive Plan in 2005, Mr. Rabin shall be entitled to receive a cash payment
calculated as the in-the-money-value that the 25,000 options, when vested, would
have had if they had been granted. Further, Mr. Rabin shall receive another
25,000 options on the date of the first contract extension, provided that the
contract will have been extended by both parties. The strike price and vesting
of these options will be in accordance with the Equity Incentive Plan and
subject to the Incentive Plan Committee’s discretion. The term of the agreement
is two years unless sooner terminated in accordance with the provisions of the
agreement. Furthermore, the agreement may be extended for periods of six (6)
months. The Company may terminate Mr. Rabin’s employment at any time, without
cause. If the Company terminates his employment without cause, he will continue
to receive his base salary for the remaining term of the agreement unless he
secures other employment, he will receive a payment equal to 50% of the bonus
received for the year preceding his termination, and his medical/hospitalization
insurance will be continued for the remaining term of the agreement. A
noncompete and nonsolicitation period will end six months after the last day of
employment. If Mr. Rabin is terminated for cause, he will receive his base
salary only through the last day of his employment, and the noncompete and
nonsolicitation period will end on the first anniversary of the last day of his
employment.6**Item 12****.****Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters****.**
****
**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT**

The following table
sets forth information as of April 22, 2005, concerning 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, William Blair & Company, L.L.C. and Lloyd I. Miller, III,
are officers or directors of the Company.

**Title of Class**
    **Name and Address of Beneficial
Owner**
    **Amount and Nature of**
      **Beneficial Ownership**
    **Percent of Class**Common Stock,
      $.01 par value
    Erwin Haitzmann
      c/o Century Casinos, Inc.
      1263 A Lake Plaza Dr.
      Colorado Springs, CO 80906
    1,472,811 (a)
    9.7%Common Stock,
      $.01 par value
    Peter Hoetzinger
      c/o Century Casinos, Inc.
      1263 A Lake Plaza Dr.
      Colorado Springs, CO 80906
    987,161 (b)
    6.7%Common Stock,
      $.01 par value
    Robert S. Eichberg
      1801 California St. Ste. 4650
      Denver, CO 80202
    62,000 (c)
    (j)Common Stock,
      $.01 par value
    Gottfried Schellmann
      Bahnhofplatz 1A
      2340 Moedling,
      Austria/Europe
    77,200 (c)
    (j)Common Stock,
      $.01 par value
    Dinah Corbaci
      Blechturmgasse 28/31
      1040 Vienna
      Austria/ Europe
    32,000 (d)
    (j)Common Stock,
      $.01 par value
    Larry Hannappel
      c/o Century Casinos, Inc.
      1263 A Lake Plaza Dr.
      Colorado Springs, CO 80906
    50,250 (e)
    (j)
Common Stock,
      $.01 par value
    Ray Sienko
      c/o Century Casinos, Inc.
      1263 A Lake Plaza Drive
      Colorado Springs, CO 80906
    10,500 (f)
    (j)Common Stock,
      $.01 par value
    All Officers and Directors as a Group (seven persons)
    2,691,922
    16.8%Common Stock,
      $.01 par value
    Thomas Graf
      Liechtensteinstrasse 54
      A-2344 Maria Enzersdorf
      Austria/Europe
    2,144,300 (g)
    15.6%Common Stock,
      $.01 par value
    William Blair & Company, L.L.C.
      222 W. Adams
      Chicago, IL 60606
    1,010,062 (h)
    7.3%Common Stock,
      $.01 par value
    Lloyd I. Miller, III
      4550 Gordon Drive
      Naples, FL 34102
    1,351,160 (i)
    9.8%

7
(a) Includes: non-statutory stock options for 950,000 shares
exercisable at $1.50 per share, 350,000 shares exercisable at $0.75 per share,
and 62,811 shares exercisable at $2.93 per share, indirectly owned and held by
The Haitzmann Family Foundation.

In March 2004, in accordance with the Employee Equity Incentive
Plan, non-statutory stock options to purchase 628,105 shares of common stock of
the company at the price of $2.93 per share were granted to Mr. Haitzmann, which
subsequently were transferred from Mr. Haitzmann’s ownership to The Haitzmann
Family Foundation. 62,811 of these options are vested and included above.

(b) Includes: non-statutory stock options for 543,000 shares
exercisable at $1.50 per share, 250,000 shares exercisable at $0.75 per share,
and 62,811   shares exercisable at $2.93 per share, indirectly owned
and held by The Hoetzinger Family Foundation.

In March 2004, in accordance with the Employee Equity Incentive
Plan, non-statutory stock options to purchase 628,105 shares of common stock of
the company at the price of $2.93 per share were granted to Mr. Hoetzinger,
which subsequently were transferred from Mr. Hoetzinger’s ownership to The
Hoetzinger Family Foundation. 62,811 of these options are vested and included
above.

(c) Includes: an option for 10,000 shares exercisable at
$2.12 per share; and an option for 2,000 exercisable at $3.26.

(d) Includes: an option for 2,000 shares exercisable at
$3.26.

(e) Includes: an option for 10,000 shares exercisable at $.75
per share, an option for 7,500 shares exercisable at $1.50 per share and an
option for 2,750 shares exercisable at $2.93.

In
March 2004, in accordance with the Employee Equity Incentive Plan, incentive
stock options to purchase 27,500 shares of common stock of the company at the
price of $2.93 per share were granted to Mr. Hannappel. 2,750 of these options
are vested and include above.

(f) Includes:
an option for 10,000 shares exercisable at $1.75 per share and an option for 500
shares exercisable at $2.93 per share granted in 2004.

In March
2004, in accordance with the Employee Equity Incentive Plan, incentive stock
options to purchase 5,000 shares of common stock of the company at the price of
$2.93 per share were granted to Mr. Sienko. 500 of these options are vested and
include above.

(g) As
reported on Form 4 filed with the Securities and Exchange Commission on December
15, 2004.

(h) As
reported on Schedule 13G filed with the Securities and Exchange Commission on
February 15, 2005.

(i) As
reported on Form 4 filed with the Securities and Exchange Commission on February
28, 2005.

(j) Less
than 1%.

8**Item 13****.****Certain Relationships and Related
Transactions****.**


The Company had an unsecured note payable that matured and was
paid on April 1, 2004, in the principal amount of $380,000, to Thomas Graf, a
founding shareholder of the Company. The unsecured note bore interest at 6%,
payable quarterly.

Both Mr. Haitzmann and Mr. Hoetzinger are Austrian citizens, and
have established Austrian trusts (The Haitzmann Family Foundation and The
Hoetzinger Family Foundation, respectively) to hold a certain portion of their
interests in the Company. (See Security Ownership of Certain Beneficial Owners
and Management)

On July 14, 2004 Mr. Haitzmann and Mr. Hoetzinger exchanged their
3.5% minority interest in Century Casinos Africa (CCA) for a 3.5% minority
interest in Century Resorts Ltd (CRL) (formerly Century Resorts International)
of equal value. As of December 31, 2004, each along with their respective Family
Foundations own 1,087 shares of CRL, approximately 1.8% of the outstanding
shares of common stock, or approximately 3.5% combined. We own the other 96.5%
of CRL. CRL owns 100% of CCA and its subsidiaries.

**Item 14. Principal Accountant Fees and
Services****.**

The following table
sets forth the aggregate fees billed to the Company for the years ended December
31, 2004 and 2003, by Grant Thornton LLP:

**Fee Category**
    **Year Ended December 31,****2004**
    **2003**Audit Fees (1)
    $316,925
    $109,946Audit Related Fees (2)
    12,123
    7,702Tax Fees (3)
    18,625
    21,230All Other Fees(4)
    -
    -**Total**
    **$347,673**
    **$138,878**

(1) Audit fees consist of fees incurred for professional services
rendered for the audit of the Company’s consolidated financial statements and
for reviews of the interim consolidated financial statements included in
quarterly reports on Form 10-Q and consents for filings with the Securities and
Exchange Commission.

(2) Audit related fees consist of assurance and related services
that are reasonably related to the performance of the audit or review of the
Company’s financial statements. This category includes fees relating to benefit
plan audits.

(3) Tax fees consist of aggregate fees billed for professional
services for tax compliance, tax advice, and tax planning.

(4)All Other fees include fees for other
services.

The amounts shown above include out-of-pocket expenses incurred by
Grant Thornton LLP. Fees of $72,328 had been billed through December 31, 2004,
and the remaining $275,345 was billed subsequent to December 31, 2004.

The audit committee of the board of directors concluded Grant
Thornton's provision of the services generating all other fees is compatible
with maintaining Grant Thornton's independence.

The Audit Committee approves in advance any and all audit
services, including audit engagement fees and terms, and non-audit services
provided to the Company by its independent auditors (subject to the de minimis
exception for non-audit services contained in Section 10A (i)(1)(B) of the
Securities Exchange Act of 1934, as amended), all as required by applicable law
or listing standards. The independent auditors and the Company’s management are
required to periodically report to the Audit Committee the extent of services
provided by the independent auditors and the fees associated with these
services.

**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/ Larry HannappelLarry Hannappel, Senior Vice-President


9**EXHIBIT INDEX**

**The
      following exhibits are filed herewith:**

**No.**  **Description**


10.149
    Corrected
      Employment Agreement by and between Century Casinos, Inc. and Mr. Richard
      S. Rabin, Chief Operating Officer, North America dated April 27,
      2005.

31.1
    Certification
      Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f), Chairman
      of the Board and Co-Chief Executive Officer.

31.2
    Certification
      Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f),
      Vice-Chairman and President, and Co-Chief Executive
Officer.

31.3
    Certification
      Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f), Senior
      Vice-President.

31.4
    Certification
      Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f), Chief
      Accounting Officer.


10