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, 1999        Commission File No 0-22290
                                                      ---------------
                              CENTURY CASINOS,  INC.
                             -----------------------
                 (Name of small business issuer in its charter)

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

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

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

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

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

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

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

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

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

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

This Amendment includes all information required by Form 10-KSB, as certain
required information was unintentionally omitted from the Registrant's
previously filed Form 10-KSB.

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Item  1.     Business.
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GENERAL

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

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

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

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

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


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PROPERTY  AND  PROJECT  DESCRIPTIONS

     WOMACKS/LEGENDS  CASINO,  CRIPPLE  CREEK,  COLORADO.

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

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

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

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

                                        3
<PAGE>


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

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

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

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

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

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

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


                                        4
<PAGE>

     CASINO  MILLENNIUM,  PRAGUE,  CZECH  REPUBLIC

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

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


     ADDITIONAL  COMPANY  PROJECTS

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

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

                                        5
<PAGE>

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

     The  following  describes  other  activities  of  the  Company.

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

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

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

                                        6
<PAGE>

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

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

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

                                        7
<PAGE>

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

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


REVOLVING  CREDIT  FACILITY

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

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



                                        8
<PAGE>


MARKETING  STRATEGY

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

THE  CRIPPLE  CREEK  MARKET

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

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

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

<TABLE>
<CAPTION>


                                        GAMING  REVENUE  BY  MARKET
                                               (IN  $000'S)


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

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

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

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

                                        9
<PAGE>

<TABLE>
<CAPTION>


                                             CRIPPLE CREEK SLOT DATA
                                                   (IN $000'S)


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

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

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

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

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

<TABLE>
<CAPTION>


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


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

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

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

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

                                       10
<PAGE>

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

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

EMPLOYEES

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

SEASONALITY

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

GOVERNMENTAL  REGULATION

     The  Company's  gaming  operations  are  subject  to  strict  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.

                                       11
<PAGE>

COLORADO  REGULATION

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

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

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

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

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

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

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

                                       12
<PAGE>

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

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

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

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

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

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

                                       13
<PAGE>

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

     Other  state  regulatory  agencies  also  impact the Company's 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.

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

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

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

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

                                       14
<PAGE>

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

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

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

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

<TABLE>
<CAPTION>



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

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

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

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

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


                                       15
<PAGE>

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

BUSINESS  ENVIRONMENT  AND  RISK  FACTORS

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

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

RESULTS  OF  OPERATIONS

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

                                       16
<PAGE>

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

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

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

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

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


LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

                                       17
<PAGE>


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

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

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

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

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

                                       18
<PAGE>

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

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

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

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


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

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

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

                                       19
<PAGE>

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

     The  information  required  by  this item will be included in the Company's
Proxy  Statement  with  respect to its 2000 Annual Meeting of Stockholders to be
filed  with  the  Commission  within  120  days  of December 31, 1999, under the
captions  "Information  Concerning  Directors  and  Executive  Officers"  and
"Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act."

Item  10.  Executive  Compensation.
--------   -----------------------

     The  information  required  by  this item will be included in the Company's
Proxy  Statement  with  respect to its 2000 Annual Meeting of Stockholders to be
filed  with  the  Commission  within  120  days  of December 31, 1999, under the
caption  "Information  Concerning  Directors  and  Executive  Officers."

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

     The  information  required  by  this item will be included in the Company's
Proxy  Statement  with  respect to its 2000 Annual Meeting of Stockholders to be
filed  with  the  Commission  within  120  days  of December 31, 1999, under the
caption  "Voting  Securities."


Item  12.  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 2000 Annual Meeting of
Stockholders  to  be  filed  with the Commission within 120 days of December 31,
1999,  under  the  caption  "Certain  Relationships  and  Related Transactions."


Item  13.     Exhibits  and  Reports  on  Form  8-K.
--------      -------------------------------------

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

     1.     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  Reorgani-zation 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.


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

                                       20
<PAGE>
     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.

      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.


      3.      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
                     WMCKAcquisition  Corp.  and  James  A.  Gulbrandsen.

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

                                       21
<PAGE>


      4.      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").

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

     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.

      6.      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.

                                       22
<PAGE>

       7.      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")

        8.      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
     ------------          -----------

       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

        9.       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

       10.        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.

      11.          The  following  exhibits  are  filed  herewith:

     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

                                       23
<PAGE>


        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

        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")

        21.              Subsidiaries  of  the  Registrant

        23.1             Consent  of  Independent  Accountants

        27.              Financial  Data  Schedule


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,  1999.
                                       24
<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, in the City of Cripple
Creek,  State  of  Colorado  on  March  8,  2000.

                              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)

                                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-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
report  has been signed by the following persons on behalf of the Registrant and
in  the  capacities  indicated  on  March  8,  2000.



Signature                        Title
---------                        -----

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

/s/  Peter  Hoetzinger          Vice  Chairman  of  the  Board
---------------------           and  President
Peter  Hoetzinger

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

/s/  Gottfried  Schellmann      Director
--------------------------
Gottfried  Schellmann

/s/  Robert  S.  Eichberg       Director
-------------------------
Robert  S.  Eichberg

                                       25
<PAGE>

                              CENTURY CASINOS, INC.
                  INDEX  TO  CONSOLIDATED FINANCIAL STATEMENTS


                                                            Page  Number
                                                            ------------



  Independent Auditors' Report                                    F2
  Consolidated Balance Sheet as of December 31, 1999              F3
  Consolidated Statements of Income for the Years Ended           F4
  December 31, 1999 and 1998
  Consolidated Statements of Comprehensive Income for the         F5
  Years  Ended December 31, 1999 and 1998
  Consolidated Statements of Shareholders' Equity for the         F6
  Years  Ended December 31, 1999 and 1998
  Consolidated Statements of Cash Flows for the Years             F7
  Ended December 31, 1999 and 1998
  Notes to Consolidated Financial Statements                      F9

                                       F1
<PAGE>

INDEPENDENT  AUDITORS'  REPORT


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

We  have audited the accompanying consolidated balance sheet of Century Casinos,
Inc.  and  subsidiaries  as  of  December 31, 1999, and the related consolidated
statements  of income, comprehensive income, shareholders' equity and cash flows
for  the two years in the period then ended.  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  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits 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 provide a reasonable basis for our
opinion.

In  our  opinion,  such consolidated financial statements present fairly, in all
material  respects,  the  financial  position  of  Century  Casinos,  Inc.  and
subsidiaries at December 31, 1999, and the results of their operations and their
cash  flows  for  the  two  years  in  the  period then ended in conformity with
generally  accepted  accounting  principles.


DELOITTE  &  TOUCHE  LLP

Denver,  Colorado
March  6,  2000


                                       F2
<PAGE>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  BALANCE  SHEET
------------------------------------------


<TABLE>
<CAPTION>


<S>                                                                        <C>
                                                                           DECEMBER 31, 1999
                                                                           -------------------

ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                $        2,508,363
  Receivables                                                                         710,577
  Prepaid expenses and other                                                          343,030
                                                                           -------------------
    Total current assets                                                            3,561,970

PROPERTY AND EQUIPMENT, NET                                                        19,533,235
GOODWILL, NET                                                                       9,915,626
OTHER ASSETS                                                                        1,012,283
                                                                           -------------------
TOTAL                                                                      $       34,023,114
                                                                           ===================

LIABILITIES AND SHAREHOLDERS'  EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                                        $          220,405
  Accounts payable and accrued liabilities                                          2,212,866
                                                                           -------------------
    Total current liabilities                                                       2,433,271

LONG-TERM DEBT, LESS CURRENT PORTION.                                              10,458,552
COMMITMENTS AND CONTINGENCIES (NOTES 4 AND 7)
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; 15,861,885 shares issued; 14,476,885 shares outstanding              158,619
  Additional paid-in capital                                                       23,329,458
  Accumulated other comprehensive loss                                                (32,325)
  Accumulated deficit                                                                (860,779)
                                                                           -------------------
                                                                                   22,594,973
  Treasury stock - 1,385,000 shares, at cost                                       (1,463,682)
                                                                           -------------------
           Total shareholders' equity                                              21,131,291
                                                                           -------------------
TOTAL                                                                      $       34,023,114
                                                                           ===================

</TABLE>

See  notes  to  consolidated  financial  statements.

                                       F3
<PAGE>



CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  INCOME
------------------------------------------


                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                 -------------------------------

                                                        1999               1998
                                                        ----               ----
OPERATING  REVENUE:
             Casino                               $ 22,726,004      $ 19,036,621
             Food and beverage                         933,387           878,991
             Hotel                                     149,131            62,624
             Other                                     428,769           152,769
                                                  ------------      ------------
                                                    24,237,291        20,131,005
             Less promotional allowances             (653,120)         (672,153)
                                                  ------------      ------------
              Net operating revenue                 23,584,171        19,458,852
                                                  ------------      ------------
OPERATING  COSTS  AND  EXPENSES:
             Casino                                  8,877,881         7,755,733
             Food and beverage                         504,466           490,290
             Hotel                                     160,467            27,778
             General and administrative              6,710,215         5,850,870
             Depreciation and amortization           3,310,455         2,996,680
                                                  ------------      ------------
              Total operating costs and expenses    19,563,484        17,121,351
                                                  ------------      ------------
INCOME FROM OPERATIONS                               4,020,687         2,337,501

              Other expense, net                      (53,590)         (286,612)
                                                  ------------      ------------
INCOME BEFORE INCOME TAXES                           3,967,097         2,050,889

              Provision for income taxes             1,746,000           123,000
                                                  ------------      ------------
NET INCOME                                        $  2,221,097      $  1,927,889
                                                  ============      ============


INCOME PER SHARE, BASIC AND DILUTED               $       0.15      $       0.13
                                                  ============      ============

See  notes  to  consolidated  financial  statements.

                                       F4
<PAGE>

<TABLE>
<CAPTION>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  COMPREHENSIVE  INCOME
---------------------------------------------------


<S>                                       <C>                                <C>
                                                        FOR THE YEAR ENDED DECEMBER 31,
                                                        -------------------------------

                                                             1999                1998
                                                             ----                ----

NET INCOME                                             $ 2,221,097         $ 1,927,889
  Foreign currency translation adjustments                 (17,017)             12,469
                                                       -----------         -----------
COMPREHENSIVE INCOME                                   $ 2,204,080          $1,940,358
                                                       ===========         ===========
</TABLE>

See  notes  to  consolidated  financial  statements.

                                       F5
<PAGE>

<TABLE>
<CAPTION>

<S>                                              <C>            <C>           <C>              <C>             <C>
CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                               Accumulated
                                                  Additional     Other
                             Common Stock         Paid -in    Comprehensive   Accumulated      Treasury Stock            Total
                         Shares        Amount     Capital     Income (Loss)    Deficit       Shares      Amount
                       ----------    --------   ---------    -------------    -----------    ------      ------          -----
BALANCE AT DECEMBER    15,861,885    $158,619   $24,907,543   $(27,777)       $(5,009,765)                         $20,028,620
 31, 1997

Amortization of                                      44,612                                                             44,612
 warrants issued
 to consultant

Issuance of cash and                             (1,629,000)                                                       (1,629,000)
Notes to former
principals of Gold
Creek Associates

Purchases of                                                                               1,157,100  (1,236,839)  (1,236,839)
treasury stock

Other comprehensive                                              12,469                                                12,469
 income

Net income                                                                     1,927,889                             1,927,889

                       ----------     -------    ----------     -------        ---------   ---------  ----------    ----------
BALANCE AT DECEMBER    15,861,885     158,619    23,323,155     (15,308)      (3,081,876)  1,157,100  (1,236,839)   19,147,751
31, 1998               ----------     -------    ----------     -------        ---------   ---------  ----------    ----------

Amortization of                                       6,303                                                             6,303
warrants issued
to directors

Purchases of                                                                                 227,900   (226,843)     (226,843)
treasury stock

Other comprehensive                                             (17,017)                                              (17,017)
loss

Net income                                                                   2,221,097                               2,221,097

                        ---------     --------   -----------    ---------    ----------   ---------  ------------  -----------
BALANCE AT DECEMBER    15,861,885    $158,619   $23,329,458    $(32,325)    $(860,779)   1,385,000  $(1,463,682)   $21,131,291
 31, 1999              ==========    ========   ===========    =========    ==========   =========  ============   ===========

</TABLE>
See notes to consolidated financial statements.
                                       F6
<PAGE>

<TABLE>
<CAPTION>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
-----------------------------------------


<S>                                                             <C>                                <C>
                                                                               FOR THE YEAR ENDED DECEMBER 31,
                                                                               -------------------------------

                                                                                        1999           1998
                                                                                        ----           ----

CASH FLOW FROM OPERATING ACTIVITIES:
 Net income                                                                         $2,221,097     $1,927,889
 Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation                                                                    1,968,951      1,655,176
     Amortization of goodwill                                                        1,341,504      1,341,504
     Amortization of deferred financing costs                                          127,429        104,044
     Income from terminated projects, net                                           (1,040,000)      (687,128)
     (Gain) loss on disposition of assets                                                9,504        (46,169)
     Deferred tax benefit                                                              (99,000)      (499,000)
     Other noncash charges                                                               6,303         44,612
     Changes in operating assets and liabilities:
       Receivables                                                                    (513,525)       (25,238)
       Prepaid expenses and other assets                                               (47,204)        85,914
       Accounts payable and accrued liabilities                                       (131,530)       320,268
                                                                                    ----------      ----------
       Net cash provided by operating activities:                                    3,843,529      4,221,872
                                                                                    ----------      ----------

CASH FLOW FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                                                (2,644,756)    (5,230,734)
 Sales (purchases) of short-term investment securities, net                          1,038,496     (1,038,496)
 Proceeds from terminated projects                                                   1,040,000        981,000
 Expenditures for deposits and other assets                                           (353,265)      (638,034)
 Proceeds received from disposition of assets                                            8,200        160,482
 Payments to former principals of Gold Creek Associates                                              (534,000)
                                                                                    ----------      ----------
     Net cash used in investing activities                                            (911,325)    (6,299,782)
                                                                                    ----------      ----------

CASH  FLOW  FROM  FINANCING  ACTIVITIES:
 Proceeds  from  borrowings                                                        $12,990,550    $14,477,778
 Principal repayments and prepayment premium on borrowings                         (15,363,152)   (13,115,144)
 Deferred financing costs                                                                            (100,259)
 Purchases of treasury stock                                                          (226,843)    (1,236,839)
                                                                                    ----------      ----------
     Net cash provided by (used in) financing activities                            (2,599,445)        25,536
                                                                                    ----------      ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       332,759     (2,052,374)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                       2,175,604      4,227,978
                                                                                    ----------      ----------
CASH  AND  CASH  EQUIVALENTS  AT  END  OF  YEAR                                     $2,508,363     $2,175,604
                                                                                    ==========      ==========

</TABLE>
                                       F7
<PAGE>
SUPPLEMENTAL  DISCLOSURE  OF  NONCASH  INVESTING  AND  FINANCING  ACTIVITIES:

<TABLE>
<CAPTION>
<S>                                                              <C>
  Issuance of notes to former principals of Gold Creek Associates                                   $1,095,000

</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW  INFORMATION:

Interest  paid  by  the  Company  was  $947,000  in 1999 and $1,194,000 in 1998.
Income  taxes  paid by the Company were $1,883,000 in 1999 and $670,000 in 1998.


See  notes  to  consolidated  financial  statements.

                                       F8
<PAGE>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
----------------------------------------------

1.     DESCRIPTION  OF  BUSINESS  AND  BASIS  OF  PRESENTATION
       Century  Casinos,  Inc.  and  subsidiaries (the  "Company")  own  and
       operate a limited-stakes gaming  casino in Cripple Creek, Colorado,
       manage a hotel casino in  Prague, Czech Republic, and regularly
       pursue additional gaming opportunities internationally and in the
       United States.  Prior to July 1, 1996, the Company's operations  in
       Cripple Creek, Colorado, consisted of Legends Casino ("Legends"),
       which  the Company  acquired  on  March  31, 1994, through a merger
       with Alpine Gaming,  Inc.  ("Alpine"). On July 1, 1996, the Company
       acquired the net assets of Gold  Creek  Associates, L.P.
       ("Gold Creek"), the owner of Womack's Saloon & Gaming  Parlor
       ("Womacks"), which is immediately adjacent to Legends.  Following the
       Company's  acquisition  of Womacks, interior renovations were
       undertaken on both  properties  to  facilitate  the  operation  and
       marketing of the combined properties  as  one casino under the name
       Womacks/Legends Casino.  The Company's operating revenue for both 1999
       and 1998 is derived principally from its casino operations  in Cripple
       Creek.

2.     SIGNIFICANT  ACCOUNTING  POLICIES
       CONSOLIDATION  - The accompanying consolidated financial statements
       Include the accounts of the Company and its majority-owned subsidiaries.
       All significant intercompany  transactions  and  balances  have  been
       eliminated.

       USE OF ESTIMATES - The preparation of the accompanying financial
       Statements in  accordance with generally accepted accounting principles
       Requires the use of estimates  by  management  in determining the
       reported amount of certain assets, liabilities,  revenues  and  expenses.
       Actual  results  could differ from those estimates.

       CASH  EQUIVALENTS  - All highly liquid investments with a maturity of
       three months  or  less  at the time of purchase are considered to be cash
       equivalents.

       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.  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.  Except  for an interest rate swap (see Note 5), which  has  no
       carrying  value  in  the  consolidated financial statements, the
       Company's  carrying  value  of  financial instruments approximates fair
       value at December  31,  1999.

       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  or  the
       applicable lease term, if shorter.

                                       F9
<PAGE>

GOODWILL  -  Goodwill  represents  the  excess  of  purchase price over net
identifiable  assets  acquired.  Goodwill  recognized  in  the  1994  Alpine
acquisition, which is not deductible for income tax purposes, has an unamortized
balance  of  $3,122,436  at  December  31,  1999,  and  is  being amortized on a
straight-line  basis  over 10 years.  Goodwill recognized in the 1996 Gold Creek
acquisition  has  an  unamortized balance of $6,793,190 at December 31, 1999, is
being  amortized  on  a straight-line basis over 15 years, and is deductible for
income  tax  purposes.  Total  accumulated  amortization  for  all  goodwill  is
$6,472,381  as  of  December  31,  1999.

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.
Estimates  of  future  cash  flows  are  inherently  subjective and are based on
management's  best  assessment  of  expected  future  conditions.

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.

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
$854,565  in  1999  and  $842,305  in  1998.

FOREIGN  CURRENCY  TRANSLATION - Adjustments resulting from the translation
of  the  accounts  of the Company's Austrian and South African 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.  Adjustments  resulting  from  the translation of transactions which are
denominated  in  a  currency  other  than  U.S.  dollars  are  recognized in the
statement  of  operations.

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.

STOCK-BASED  COMPENSATION - The Company follows the intrinsic value based method
for valuing stock options or similar equity instruments granted to employees, as
permitted  by SFAS No. 123, "Accounting for Awards of Stock-Based Compensation."
The intrinsic value based method generally provides that no compensation expense
is  recognized  when  the  option exercise price is equal to or greater than the
trading  price  of the stock on the date of grant.  The Company follows the fair
value  based  method  for  valuing  stock  options or similar equity investments
granted  to  non-employees.

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 outstanding common stock in the computation.
Diluted  earnings per share gives effect to all potentially dilutive securities.

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  -  Management considers the Company's business to presently
comprise  a  single  operating segment, as that term is defined by SFAS No. 131,
"Disclosures  about  Segments  of  an  Enterprise  and  Related  Information."

                                      F10
<PAGE>

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS - In 1998, the Financial
Accounting Standards  Board issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging  Activities,"  which  establishes accounting and
reporting standards for derivative instruments and hedging activities. The
pronouncement requires 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.  The Company will be required to adopt SFAS No.  133 no later
than the first quarter of 2001.  The Company is in the process of  evaluating
the  impact  that will result from the adoption of SFAS No. 133.

   RECLASSIFICATIONS  -  Certain  reclassifications  have  been  made  in  the
   1998 financial  statements  to  conform  with  the  1999  presentation.

3. RECEIVABLES  FROM  OFFICERS/DIRECTORS
   At  December  31,  1999,  the  Company  had  outstanding  receivables  from
   officers/directors  totaling  $286,903,  of which $195,000 is receivable in
   2000 and  classified  as  a  current asset.  The remaining amounts are due
   in 2001 and classified as other noncurrent assets.  The receivables  are
   noninterest bearing.

4. PROPERTY  AND  EQUIPMENT
   Property  and  equipment  at  December  31, 1999, consist of the following:

<TABLE>
<CAPTION>



<S>                             <C>             <C>
                                                 Estimated
                                                Service Life
                                                  in Years
                                --------------
Land                            $   8,685,495
Buildings and improvements          7,158,349     7 - 31
Gaming equipment                    6,262,530     3 - 7
Furniture and office equipment      1,471,254     5 - 7
Other equipment                       936,876     3 - 7
Capital projects in process           432,753
                                --------------
                                   24,947,257
Less accumulated depreciation      (6,334,527)
                                --------------
                                    18,612,730
Nonoperating casino and land           920,505
                                --------------
Property and equipment, net      $  19,533,235
                                ==============
</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 $90,000.  The  agreement  contains  a  purchase  option  whereby
   the Company may purchase  the  property for $3,250,000, less cumulative lease
   payments ($142,500 through  December  31,  1999),  at  any time during the
   lease term.  In February 2000,  the  agreement  was  amended  to  extend  the
   term  to  2010.

                                      F11
<PAGE>

   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  -  $37,500;  2001  -  $49,000;  2002 - $24,000;
   2003 - $24,000; and 2004 - $6,000. The Company may exercise its option to
   purchase the property at any time during  that  period  for  a price of
   $1,500,000, less 50% of cumulative monthly option  payments.On  November  17,
   1999,  the  Company  entered  into a contract to purchase two parcels of land
   in Cripple Creek for $1,850,000, of which $185,000 has been paid as  a
   deposit  and  included  in  other assets in the accompanying consolidated
   balance  sheet  as  of  December  31, 1999.  The closing date is April 17,
   2000, unless  extended  to June 14, 2000, as permitted under certain
   provisions of the contract,  at  which  time, the remainder of the purchase
   price is payable.  The two parcels are in the immediate vicinity of the
   Womacks/Legends Casino and will provide  additional  parking  capacity  for
   the  casino.

5. LONG-TERM  DEBT
   Long-term  debt  at  December  31,  1999,  consists  of  the  following:

<TABLE>
<CAPTION>



<S>                                                           <C>
Borrowings under revolving line of credit facility with bank       $ 9,142,911
Notes payable to former principals of Gold Creek                       583,599
Convertible debenture                                                  500,000
Note payable to founding shareholder, unsecured                        380,000
Notes payable secured by gaming equipment                               72,447
                                                                   -----------
Total long-term debt                                                10,678,957
Less current portion                                                  (220,405)
                                                                   -----------
Long-term portion                                                  $10,458,552
                                                                   ===========
</TABLE>

   At  December  31, 1999, the Company had a $20 million reducing revolving line
   of credit  facility  (the "RCF") with Wells Fargo Bank ("Wells Fargo") that
   expires on  April  1,  2001.  The  RCF  is  secured by substantially all of
   the real and personal  property  of Womacks/Legends Casino, the Company's
   principal operating assets.  The  interest  rate  on  the  outstanding amount
   is equal to the bank's prime  rate  of  8.5%  at  December 31, 1999.  The
   interest rate is based on the Company's  leverage  ratio,  as  defined,
   calculated on a trailing-four-quarters basis  and  adjusted quarterly.
   Beginning April 1, 1999, the borrowing capacity under  the  RCF  has  been
   reduced by $555,600 quarterly to $18.3 million as of December  31,  1999,
   resulting  in an unused borrowing capacity at December 31, 1999  of
   approximately  $9.2  million.  Quarterly  repayments  of principal are
   required  to the extent that outstanding borrowings exceed borrowing capacity
   at the  beginning of any quarter.  Based upon the balance of outstanding
   borrowings at  December  31,  1999, and the scheduled reductions in borrowing
   capacity over the  next  12  months,  the  entire  balance  of outstanding
   borrowings has been classified  as  long-term in the accompanying balance
   sheet.  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.

                                      F12
<PAGE>
   As  of  March  6,  2000, the Company is in the final stages of negotiations
   With Wells  Fargo  to increase the RCF to $26 million and extend the maturity
   date of the  agreement  until  2004.  The  proposed  agreement  would  also
   provide for quarterly  principal  reductions  in  the  RCF  of $722,000
   beginning July 2000. Management  expects  the  agreement  to be finalized
   before the end of the first quarter  2000,  however, there can be no
   assurances that the RCF will be renewed or  extended  on  the  terms
   described  herein.

   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 and receives a LIBOR-based
   floating 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.  Net additional interest expense  to  the
   Company  under  the  swap  agreement  in 1999 was $14,718.  At December  31,
   1999, termination of the interest rate swap would have resulted in a  gain
   to  the  Company  of  approximately  $326,000.

   During  the  second  quarter of 1998, the Company reached agreement with the
   two former principals of Gold    Creek to pay them a total of $1,629,000,
   consisting of cash  of  $534,000 and two  promissory  notes  totaling
   $1,095,000, in lieu of issuing  common stock as  previously  provided  for
   in  connection  with  the acquisition  of Gold Creek's  assets.  The  notes
   bear  interest at 8.75% and require  aggregate monthly payments of principal
   and interest of $16,100 through June  2001,  at which time, the remaining
   aggregate principal of $356,681 is due and  payable.

   On  May  30,  1996,  the Company issued a convertible debenture in the
   Principal amount  of  $500,000 to a private investor.  The proceeds were used
   in financing the  Gold  Creek  acquisition.  The  debenture  bears interest
   at 10.5%, payable quarterly.  The  holder  has the option to convert, in one
   or more transactions, all or a portion of the outstanding principal into the
   Company's common stock at $1.84 per share, subject to a minimum per
   conversion transaction of $50,000.  As of  December  31,  1999,  the Company
   has the option to prepay the debenture, in whole  or in part, at 122% of the
   outstanding  principal.  The prepayment amount declines  to 116% after
   May 30, 2000.  The entire unpaid principal is due on May 30,  2001.

   In  April  1999,  the  terms  of  an  unsecured  note payable to a founding
   shareholder  were  amended.  The  previously  existing  principal  balance
   of $420,360,  plus  accrued interest of approximately $60,000, were combined
   into a new  principal  amount  of  $480,000.  The Company concurrently made a
   principal repayment  of  $100,000.  The  remaining principal of $380,000
   bears interest at 6%,  payable quarterly.  The noteholder, at his option, may
   elect to receive any or  all of the unpaid principal by notifying the Company
   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 sheet as of December  31,  1999.

   The  Company has acquired certain of its gaming equipment subject to vendor
   financing  at  fixed  rates  of  10%  to  10.5%.

   As  of December 31, 1999, scheduled maturities of long-term debt are as
   follows: 2000  -  $220,405  and  2001  -$10,458,552.
                                      F13
<PAGE>

6. SHAREHOLDERS'  EQUITY
   In February 1998, the Company's Board of Directors approved a discretionary
   program  to  repurchase  up  to  $1  million of the Company's outstanding
   common stock.  In  October  1998,  the  Board  voted to increase the limit
   on the stock repurchase  program  from  $1  million  to  an  aggregate of
   $2 million. Through December  31,  1999,  the Company had repurchased
   1,385,000 shares at an average cost  per  share  of  $1.06.

   In April 1994, the Board of Directors of the Company adopted the Employees'
   Equity  Incentive  Plan  (the  "Plan"), which was amended effective
   November 22, 1995, and further amended November 25, 1996.  The Plan
   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 through the various forms of award permitted.  Through December  31,
   1999,  only  stock option awards had been granted under the Plan. Stock
   options may be either incentive stock options, for which the option price
   may  not  be  less  than fair market value at the date of grant, or
   nonstatutory options,  which  may  be  granted at any option price.  All
   options must have an exercise  period  not  to exceed ten years.  Options
   granted to date have either one-year  or  two-year  vesting  periods.

   On  February  8,  1999,  the  Company's Board of Directors approved the
   award of options  on  809,000  shares  of the Company's common stock under
   the Employees' Equity  Incentive  Plan.  The options have an exercise price
   of $0.75 per share, will  vest in their entirety on February 8, 2000, and
   have an exercise period of ten  years.

   Transactions  regarding  the  Plan  are  as  follows:

<TABLE>
<CAPTION>




<S>                                 <C>          <C>      <C>         <C>
                                          1999                       1998
                                    ---------------------     -----------------------
                                                Weighted-                   Weighted-
                                                 Average                     Average
                                                 Exercise                    Exercise
                                    Shares        Price        Shares         Price
Incentive Stock Options:

Outstanding at January 1          2,606,400     $1.43        2,615,400       $1.44
Granted                             809,000      0.75
Cancelled or forfeited             (508,900)     1.07           (9,000)       1.50
                                  ---------                  ---------
Outstanding at December 31        2,906,500      1.35        2,606,400        1.43
                                  =========                  =========
Options exercisable at            2,273,500     $1.44        2,584,267       $1.44
December 31                       =========                  =========
</TABLE>

                                      F14
<PAGE>

Summarized  information  regarding all options outstanding at December 31, 1999,
is  as  follows:

<TABLE>
<CAPTION>



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

                          Weighted-
             Number       Average
Exercise    Outstanding   Remaining       Exercisable
Price.      At Year End   Term in Years   At Year End
----------  -----------   -------------   -----------

$0.75           833,000        8.7            180,000
 0.94            20,000        2.8             20,000
 1.50         2,054,000        5.7          2,054,000
 1.63            30,000        6.0             30,000
 2.25             9,500        5.4              9,500
            -----------   -------------   ----------
             2,946,500.       6.5          2,293,500
            ==========    =============   ==========
</TABLE>

   The  Company applies Accounting Principles Board Opinion No. 25 and related
   interpretations  in accounting for options granted under the Plan.
   Accordingly, no  compensation  cost  has  been  recognized  in  the
   accompanying  financial statements.  Had  compensation  cost  for  the Plan
   been determined based on the fair  value  at  the  grant dates for awards
   under the Plan, consistent with the method  recommended,  but not required,
   by SFAS No.123, the Company's net income and  earnings  per  share  would
   have  been  adjusted  to the pro forma amounts indicated  below:

<TABLE>
<CAPTION>


<S>                  <C>           <C>         <C>
                                          1999               1998
                                          ----               ----

Net income              As reported   $2,221,097           $1,927,889
                        Pro forma     $1,998,097           $1,881,683

Earnings per share,
basic and diluted       As reported       $0.15                $0.13
                        Pro forma         $0.13                $0.12

</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>
                                              1999      1998
                                          ---------  --------
Weighted-average fair value of
   options granted during the year          $0.47      $0.57
Weighted-average risk-free interest rate     5.6%        5.5%
Weighted-average expected life             10 yrs.     5 yrs.
Weighted-average expected volatility          43         67%
Weighted-average expected dividends           $0          $0
</TABLE>

                                      F15
<PAGE>

   In  1995,  the  Company  entered  into a consulting agreement with a third
   Party whereby  the  consultant  will assist the Company, from time to time,
   in seeking investors  and  business  opportunities.  The  agreement provides
   that, upon the consummation  of  certain transactions, the Company will issue
   to the consultant warrants  to  purchase  the  Company's  common  stock.  The
   number of shares and exercise  price  are  determined based on a formula,
   which depends upon the type and  size  of transaction consummated and the
   recent trading price of the common stock.  In connection with a 1995 private
   placement, the Company issued warrants to the consultant for 71,428 shares
   exercisable at $1.05 per share. The warrants have  a  five-year  term from
   the date of issue. The consulting agreement may be terminated  by  either
   party  upon  30  days  notice.

   In  June  1996, the Company completed a private placement of 4,072,233 shares
   of its  common  stock at an average price of $1.43 per share, with proceeds,
   net of selling  commissions,  of  approximately  $4,470,000.  In  connection
   with this private  placement, the Company issued warrants to a placement
   agent to purchase 150,000  shares  of its common stock at $2.36 per share.
   The warrants expire in June  2001.

   In connection with a purchase of the Company's common stock in 1994, the
   Company granted  to  an  unaffiliated  third  party options to acquire
   230,000 shares of common  stock  at  $3.00  per  share.  The  options
   expired  in  March  1999.

   In  connection  with  the  business  combination with Alpine, warrants were
   granted  to  certain  key  Alpine employees to purchase 235,000 shares of
   common stock  at  an  exercise  price of $3.49; in 1997, the exercise price
   relating to warrants  covering 150,000 shares was reduced to $1.50.  The
   warrants expired in March  1999.

   Warrants  to  purchase  1,000,000 shares of common stock at an exercise price
   of $2.25 were issued in connection with a private placement of common stock
   in July 1994  and  expired  in  June  1999.

   In  1995,  the Company completed a private placement of 1,460,000 units at
   $1.50 per  unit,  each unit consisting of one share of common stock and one
   warrant to purchase one share of common stock at an exercise price of $2.50
   per share.  The warrants  expired  December  31,  1999.

7. COMMITMENTS,  CONTINGENCIES  AND  OTHER  MATTERS
   PRAGUE,  CZECH  REPUBLIC  -  In  March  1998,  the  Company entered into a
   joint venture  agreement  with  B.  H. Centrum a.s. ("BHC"), a Czech
   subsidiary of Bau Holding AG, one of the largest construction and development
   companies in Europe, to  form  Century  Casinos Praha a.s.  The Company was
   to hold a 49% interest in the  venture,  which  would  operate a casino in
   the five-star Marriott Hotel in Prague, Czech Republic.  Subsequent to
   signing the joint venture agreement, laws governing  casino  licenses  in
   the  Czech  Republic were amended to preclude a foreign  entity from holding
   an equity interest in a casino license.  In January 1999,  the  Company
   entered  into  a  20-year  definitive agreement with Casino Millennium  a.s.,
   a  Czech company that has secured the leasing rights from the hotel,  to
   provide  casino  management services for ten percent of the casino's gross
   revenue,  and to provide and lease to the casino certain gaming equipment
   for  45%  of  the  casino's  net profit.  During 1999, the Company purchased
   and leased  to  Casino  Millennium  a.s.  gaming  equipment  with  a  total
   cost of approximately  $1.3  million.  In addition, the Company advanced
   operating funds to  the  casino of approximately $208,000.  In July 1999,
   Casino Millennium a.s. commenced  operations  of  its  casino.  Through
   December 31, 1999, the Company earned  management fee income from Casino
   Millennium totaling $109,000, however, no lease income was earned by the
   Company.  At December 31, 1999, receivables in the  accompanying
   consolidated  balance  sheet  includes  $299,110  relating to advances  and
   management  fees.

                                      F16
<PAGE>

   Subsequent to the formation of Casino Millennium a.s., the Czech laws were
   again amended to permit the Czech Republic's Ministry of Finance to make
   exceptions to the  foreign ownership restriction, thereby allowing a foreign
   entity to hold an equity  interest in a casino license.  Accordingly, in
   January 2000, the Company entered  into  a memorandum of agreement with BHC
   to continue the casino project on  a  joint  venture basis with each party
   having a 50% equity interest.  It is anticipated  that  this  will  be
   accomplished  by the formation of a new joint venture or by the joint
   acquisition of Casino Millennium a.s. by the Company and BHC.  The  current
   shareholders of Casino Millennium a.s. have consented to the sale  of  their
   respective  equity  interests or the sale of its net assets and liabilities.
   It is the intention of the Company and BHC to enter into new lease and
   management  agreements under the same terms and conditions described above.
   It  is  also  expected  that  the Company and BHC will contribute certain
   casino equipment  and  improvements  currently  being  leased  to Casino
   Millennium and equalize  their  respective  contributions  to  the  joint
   venture, taking into consideration  previously  advanced  operating funds.
   Management is not able to determine  what,  if  any,  additional
   contributions  might  be required by the Company  in  order  to  complete
   the  formation  of  the  joint  venture.

   SOUTH  AFRICA-CALEDON  -  On February 16, 2000, Caledon Casino Bid Company
   (Pty) Limited  ("CCBC") received the only successful applicant status from
   the Western Cape  Gambling  and Racing Board (the "Western Cape Board") for
   a casino project in  Caledon,  South  Africa.  The final license is
   expected to be issued to CCBC upon  the provision, within 60 days of the
   award date, of the required financial guarantees  and the satisfaction of
   certain other conditions precedent which are primarily  procedural  in
   nature.  CCBC  anticipates  that  it  will be able to satisfy  the
   conditions precedent to the award within the time stipulated.  The
   Company's  subsidiary, Century Casinos Africa (Pty) Limited ("CCA"), will
   have a 50%  equity  interest in CCBC by virtue of an agreement entered into
   between the Company  and  CCA, together with various other affiliated
   (not with the Company) entities.  Pursuant  to  the  shareholders'
   agreement of CCBC, upon the award of the  license to and the obtaining of
   certain debt financing by CCBC, the Company is obligated to fund R10
   million (South African Rands) of equity and R15 million in  loans  to CCBC
   (approximately $1,630,000 and $2,445,000, respectively, based on  the
   December  31,  1999  currency  exchange  rate).
   In  December  1999,  in  anticipation  of  a successful application, the
   Company entered  into  a ten-year  casino  management  agreement  with  the
   CCBC, which agreement may be extended at the Company'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.

   SOUTH  AFRICA-GAUTENG  -  In  April 1998, the Gauteng Gambling and Betting
   Board (the  "Gauteng Board") announced the award of the remaining two
   licenses for the province  of Gauteng, South Africa.  Silverstar
   Development Ltd. ("Silverstar"), the consortium to which the Company is the
   contracted casino management partner, and  in  which  the  Company  holds a
   minority equity interest, had submitted an application  for  a  proposed
   $70  million,  1,700 gaming position hotel/casino resort  development.
   Silverstar  was  not  awarded  one  of the licenses.  The Company recorded
   an impairment allowance against its entire equity investment in Silverstar
   in the amount of $196,022, which is included in "other expense, net" in the
   accompanying consolidated statement of income for the year ended December
   31,  1998.  Silverstar  subsequently filed a legal action with the High
   Court of South  Africa  (the  "High Court") challenging the decision of the
   Gauteng Board and  the  provincial  government  in  their failure to award
   a casino license to Silverstar  on  the  grounds  that  the
   decision-making  process  was  legally deficient.  In  March 1999, the High
   Court overturned the previous license award that  had  been sought by
   Silverstar, and remanded the licensing process for the West  Rand  region
   to  the  provincial

                                      F17

   government.  The  competing  license applicant appealed the ruling, but
   in April 1999,  the High Court rejected the request for leave to appeal its
   March ruling. This  defendant also made no request for leave to appeal with
   the Appeals Court, the  final  court  of  appeal.  In  June  1999,  the
   Executive  Council  of the provincial  government  resolved  not  to
   concur  with  the  Gauteng  Board's recommendation  of  the  competing
   applicant.  In  July  1999,  the  competing applicant  instituted  action
   in  the  Court  seeking to overturn the Council's decision;  however,  the
   applicant  has  subsequently  withdrawn an application requesting  leave
   to  appeal.  There  can be no certainty regarding an award of this  gaming
   license  or  that  this  license  will  ultimately  be  awarded to
   Silverstar.

   RIVERBOAT  DEVELOPMENT  AGREEMENT-INDIANA  - In September 1998, the Indiana
   Gaming  Commission  awarded  a  Certificate  of  Suitability  to Pinnacle
   Gaming Development  Corporation ("Pinnacle") to conduct riverboat gaming in
   Switzerland County.  In  accordance  with the terms of the sale of the
   Company's interest in Pinnacle  in  1995,  the  Company  received  payments
   of $1,040,000 in 1999 and $431,000 in 1998, which are included in "other
   expense, net" in the accompanying consolidated  statements  of  income.
   Additionally, the Company was entitled to receive installment payments of
   $32,000 per month for the first 60 months of the riverboat's  operation;
   however,  subsequent  to  1999,  the Company elected to receive an
   aggregate discounted payment amount of $1,380,000, which was received and
   recognized  as  "other  expense,  net"  in  2000.

   CONSULTING  AGREEMENT-RHODES,  GREECE  -  In  1998,  the  Company reached a
   consulting  agreement  (the  "current  agreement")  with  Rhodes Casino
   S.A. and Playboy Gaming International Ltd. ("Playboy") to assign certain of
   the Company's rights  and delegate its responsibilities under a previously
   executed management and  consulting agreement (the "previous agreement")
   pertaining to the operation of  a  casino  on  the island of Rhodes,
   Greece.   In 1998, the Company received from  Playboy  a payment of $25,000
   for certain preopening services performed to date.  The  Company  also
   received  payments totaling $50,000 in 1999 and is to receive  additional
   annual  payments  of  $50,000 in both 2000 and 2001.    The Company  will
   have  no further obligations under the previous agreement unless,
   subsequent  to  the  opening  of  the  casino, Playboy is unwilling or
   unable to perform under the current agreement.  In such event, the previous
   agreement, and the Company's obligations, would be reinstated together with
   the Company's right to  receive  up  to  $300,000  per  year  for  the
   first  three years of casino operations,  with  an  aggregate  minimum
   guarantee  of approximately $250,000.

   SETTLEMENT  OF  NOTE  RECEIVABLE FROM TERMINATED MANAGEMENT AGREEMENT -
   In March 1998, the Company negotiated an early settlement of its note
   receivable from SSK Game  Enterprises, Inc. ("SSK"), with respect to the
   Company's casino management agreement with the Soboba Band of Mission
   Indians in California, which agreement was terminated in August 1995.
   Aggregate payments received pursuant to the note from  August  1995
   through the date of settlement were $2,457,727, of which the final
   $550,000  was  recognized  in  income  in  1998 and is included in "other
   expense,  net" in the accompanying consolidated statement of income for the
   year ended  December  31, 1998.  No further payments will be received under
   the note.

   AGREEMENT WITH FORMER OFFICER/DIRECTOR - In October 1999, in connection
   with the termination  of  an  officer/director's  employment,  the Company
   entered into a noncompetition  agreement  with  the former officer/director
   with a term through March 31, 2001 for consideration of twelve monthly
   payments of $14,000 beginning January  2000.  The  area  covered  by the
   noncompetition agreement includes any geographical area in which the
   Company is present.  The Company will reflect the future  monthly  payments
   as  expense  over  the  term  of  the  noncompetition agreement.  The
   agreement  also  provides for limited consulting services to be performed
   by  the  former  officer/director  during  2000.  The  accompanying
   financial statements as of December 31, 1999 include noncompetition
   amortization expense  and  an  accrued  liability  of  $28,000  relating
   to  this agreement.

                                      F18
<PAGE>

   COLORADO  DIVISION  OF  GAMING  AUDIT - In 1998, the Colorado Division of
   Gaming (the  "Division")  conducted  an  audit  of  the  Company's  two
   Colorado gaming licenses  covering the period August 1995 through July
   1998.  As a result of the audit,  the  Division  alleged certain violations
   of Colorado gaming regulations and  internal  control  procedures.  The
   licensees  have  each  entered  into a Stipulation  and  Agreement  whereby
   the licensees have agreed to fines totaling $120,000  and  have  submitted
   to the Division corrective action plans that are responsive  to  the
   Division's concerns.  The corrective action plans have been approved  by,
   and will be monitored for compliance by, the Division.  Management believes
   that the licensees are in compliance with the corrective action plans.

   EMPLOYEE  BENEFIT  PLAN  - In March 1998, the Company adopted the 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  $23,633  and
   $16,177 to the Plan in 1999 and 1998,  respectively.

   OPERATING LEASE COMMITMENTS - The Company has entered into certain
   Noncancelable operating  leases  for  real  property  and  equipment. As of
   December 31, 1999, future  minimum  lease payments under existing leases
   agreements are $421,000 in 2000, $337,000 in 2001, $324,000 in 2002,
   $230,000 in 2003, $192,000 in 2004 and $80,000  thereafter.  Rental
   expense was $574,052 in 1999 and $573,584 in 1998.

   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 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.

<TABLE>
<CAPTION>


8. INCOME  TAXES
   The  provision for income taxes, before extraordinary item, consists of the
   following:


                1999           1998
             -----------   ----------
<S>        <C>          <C>
Current:

Federal      $1,593,000    $ 512,000
State           252,000      110,000
             -----------   ----------
              1,845,000      622,000
             -----------   ----------
Deferred:
Federal        (90,000)     (439,000)
State           (9,000)      (60,000)
             -----------   ----------
               (99,000)     (499,000)
             -----------   ----------
             $1,746,000    $ 123,000
             ===========   ==========
</TABLE>

                                      F19
<PAGE>

   The  provision  for income taxes differs from the amount of income tax
   Provision calculated  by  applying  the  U.S.  statutory federal income tax
   rate of 34% to pretax  income  as  follows:

<TABLE>
<CAPTION>



                                                                        1999             1998
                                                                        ----             ----
<S>                                                      <C>           <C>

Expected federal income tax provision at statutory rate             $1,349,000         $697,000
Increase (decrease) due to:
Goodwill amortization                                                  252,000          252,000
(Income) loss of foreign subsidiary                                     (4,000)          17,000
State income taxes, net of federal benefit                             155,000           99,000
Penalties and fines                                                                      45,000
Other, net                                                              (6,000)          17,000
Change in valuation allowance                                                       (1,004,000)
                                                                     ----------     -----------
Provision for income taxes                                           $1,746,000        $123,000
                                                                     ==========     ===========
</TABLE>

   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,  1999,  consist  of
   the  following:

<TABLE>
<CAPTION>


<S>                                      <C>
Deferred tax assets:
   Property and equipment - noncurrent       $439,000
   Accrued liabilities and other - current    214,000
                                             ---------
                                              653,000

Deferred tax liabilities:
   Prepaid expenses - current                 (55,000)
                                             ---------
Net deferred tax assets                      $598,000
                                             =========
</TABLE>

   Net  deferred  tax assets of $159,000 and $439,000 are classified as current
   and noncurrent,  respectively,  and  included  in  other  assets in the
   accompanying consolidated  balance  sheet  as  of  December  31,  1999.

9. OTHER  EXPENSE,  NET
   Other  expense,  net,  consists  of  the  following:

<TABLE>
<CAPTION>



<S>                                       <C>          <C>
                                                1999           1998
                                                ----           ----

Interest income                           $   43,265    $   108,041
Interest expense                            (999,922)    (1,023,906)
Income from terminated projects, net       1,040,000        687,128
Amortization of deferred financing costs    (127,429)      (104,044)
Gain (loss) on disposal of equipment          (9,504)        46,169
                                          -----------    -----------
                                          $  (53,590)   $  (286,612)
                                          ===========    ===========
</TABLE>
                                      F20
<PAGE>

10. EARNINGS  PER  SHARE
    Basic  and  diluted  earnings  per  share  were  computed  as  follows:

<TABLE>
<CAPTION>


                                                                    1999          1998
                                                                 -----------  ------------
<S>                                                              <C>          <C>

Basic Earnings Per Share:
  Net income                                                     $ 2,221,097  $  1,927,889
                                                                 ===========  ============
  Weighted average common shares                                  14,631,719    15,300,516
                                                                 ===========  ============
  Basic earnings per share                                       $      0.15  $       0.13
                                                                 ===========  ============

Diluted Earnings Per Share:
  Net income, as reported                                        $ 2,221,097  $  1,927,889
   Interest expense, net of income taxes, on convertible              32,918        32,918
   Debenture                                                     -----------  ------------
  Net income available to common shareholders                    $ 2,254,015  $  1,960,807
                                                                 ===========  ============


Weighted average common shares                                    14,631,719   15,300,516
  Effect of dilutive securities:
    Convertible debenture                                            271,739       271,73
Stock options and warrants                                           216,430       63,253
                                                                 ------------  -----------
Dilutive potential common shares                                  15,119,888   15,635,508
                                                                 ============  ===========
Diluted earnings per share                                       $      0.15  $       0.13
                                                                 ============  ===========
Excluded from computation of diluted earnings per share
    due to antidilutive effect:
Options and warrants to purchase common shares                     4,616,566    5,526,009
Weighted average exercise price                                  $      1.94  $       1.99
</TABLE>

                                      F21
<PAGE>