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

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

               For the quarterly period ended September 30, 2004

                                       OR

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

           For the transition period from ____________ to ___________

                         Commission file number 0-22290
                                              ------------

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

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

         1263 Lake Plaza Drive Suite A, Colorado Springs, Colorado 80906
         ---------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (719) 527-8300
                                ----------------
              (Registrant's telephone number, including area code)

                 (Former address of principal executive offices)

           (Registrant's former telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes_X_ No___

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

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practical date.

     Common stock, $0.01 par value,  13,681,900 shares outstanding as of October
28, 2004.

                                      -1-
<PAGE>


                              CENTURY CASINOS, INC.
                                    FORM 10-Q
                                      INDEX
                                                                     Page
PART I       FINANCIAL INFORMATION (unaudited)                      Number

Item 1.      Condensed Consolidated Financial Statements

             Condensed Consolidated Balance Sheets as of September
             30, 2004 and December 31, 2003                             3

             Condensed Consolidated Statements of Earnings
             for the Three Months Ended September 30, 2004 and 2003     4

             Condensed Consolidated Statements of Earnings
             for the Nine Months Ended September 30, 2004 and 2003      5

             Condensed Consolidated Statements of Comprehensive
             Earnings for the Three Months Ended September 30, 2004
             and 2003                                                   6

             Condensed Consolidated Statements of Comprehensive
             Earnings for the Nine Months Ended September 30, 2004
             and 2003                                                   6

             Condensed Consolidated Statements of Cash Flows
             for the Nine Months Ended September 30, 2004 and 2003      7

             Notes to Condensed Consolidated Financial Statements       9

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                        28

Item 3.      Quantitative and Qualitative Disclosures About Market Risk 55

Item 4.      Controls and Procedures                                    56

PART II      OTHER INFORMATION (unaudited)

Item 1.      Legal Proceedings                                          57

Item 6.      Exhibits and Reports on Form 8-K                           57

             SIGNATURES                                                 58

                                      -2-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
 Dollar amounts in thousands,
 except for share information                     September 30,  December 31,
                                                  -------------  ------------
                                                      2004          2003
                                                      ----          ----
                                                  (Unaudited)
                                                  -----------

    ASSETS
    Current Assets:
        Cash and cash equivalents                 $    4,961  $     4,729
        Restricted cash                                  618          598
        Receivables, net                                 401          269
        Prepaid expenses                                 604          441
        Inventories                                      175          131
        Other current assets                              28           28
        Deferred income taxes                             74          111
                                                 -----------  -----------
           Total current assets                        6,861        6,307

    Property and Equipment, net                       39,119       36,796
    Goodwill, net                                      8,669        8,088
    Casino License Acquisition Costs, net              1,876        1,760
    Deferred Income Taxes                                624          666
    Equity Investment in
    Unconsolidated Subsidiary                             64            -
    Other Assets                                       1,078        1,200
                                                 -----------  -----------
    Total                                         $   58,291  $    54,817
                                                 ===========  ===========

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current Liabilities:
        Current portion of long-term debt         $    2,134  $     2,136
        Accounts payable and accrued liabilities       3,262        1,979
        Accrued payroll                                1,420        1,268
        Taxes payable                                  1,411        1,088
                                                 -----------  -----------
           Total current liabilities                   8,227        6,471

    Long-Term Debt, less current portion              12,924       14,913
    Other Non-current Liabilities                        169          371
    Minority Interest                                     70           14
    Commitments and Contingencies                          -            -
    Shareholders' Equity:
        Preferred stock; $.01 par value;
        20,000,000 shares authorized;
        no shares issued or outstanding                    -            -
       Common stock; $.01 par value;
       50,000,000 shares authorized;
          14,485,776 shares issued; 13,681,900 an
          13,680,500 shares outstanding, respecti        145          145
       Additional paid-in capital                     21,528       21,529
       Accumulated other comprehensive earnings        2,601        2,034
       Retained earnings                              14,456       11,172
                                                 -----------  -----------
                                                      38,730       34,880
        Treasury stock - 803,876 and
        805,276 shares at cost, respectively         (1,829)      (1,832)
                                                 -----------  -----------
           Total shareholders' equity                 36,901       33,048
                                                 -----------  -----------
    Total                                         $   58,291  $    54,817
                                                 ===========  ===========
</TABLE>


See notes to condensed consolidated financial statements.

                                      -3-
<PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                For The Three Months Ended
                                                        September 30,
Dollar amounts in thousands,
except for share information                        2004          2003
                                                    ----          ----

Operating Revenue:
   Casino                                      $      9,349    $    8,525
   Hotel, food and beverage                           1,258           932
   Other                                                267           106
                                                -----------     ---------
                                                     10,874         9,563
   Less promotional allowances                        1,205         1,285
                                                -----------     ---------
           Net operating revenue                      9,669         8,278
                                                -----------     ---------

Operating Costs and Expenses:
   Casino                                             3,655         3,132
   Hotel, food and beverage                             843           691
   General and administrative                         2,292         2,004
   Depreciation                                         732           675
                                                -----------     ---------
       Total operating costs and expenses             7,522         6,502
                                                -----------     ---------

Loss from unconsolidated subsidiary                    (45)             -

                                                -----------     ---------
Earnings from Operations                              2,102         1,776
Non-operating Income (expense):
   Interest expense                                   (389)         (512)
   Other income, net                                     37           113
   Non-operating items from
   unconsolidated subsidiary                              6             -
                                                -----------     ---------
       Non-operating expense, net                     (346)         (399)
                                                -----------     ---------
Earnings before Income Taxes and
Minority Interest                                     1,756         1,377
   Provision for income taxes                           498           463
                                                -----------     ---------
Earnings before Minority Interest                     1,258           914
   Minority interest in subsidiary earnings            (25)             -
                                                -----------     ---------
Net Earnings                                   $      1,233    $      914
                                                ===========     =========

Earnings Per Share:
   Basic                                       $       0.09    $     0.07
                                                ===========     =========
   Diluted                                     $       0.08    $     0.06
                                                ===========     =========
</TABLE>
See notes to condensed consolidated financial statements.


                                      -4-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                 For The Nine Months Ended
                                                        September 30,
Dollar amounts in thousands, except for
share information                                   2004           2003
                                                    ----           ----

Operating Revenue:
   Casino                                      $     26,223   $    23,670
   Hotel, food and beverage                           3,197         2,570
   Other                                                543           401
                                                -----------    ----------
                                                     29,963        26,641
   Less promotional allowances                        3,316         3,429
                                                -----------    ----------
           Net operating revenue                     26,647        23,212
                                                -----------    ----------

Operating Costs and Expenses:
   Casino                                            10,132         8,498
   Hotel, food and beverage                           2,245         1,841
   General and administrative                         6,494         5,746
   Depreciation                                       2,114         1,986
                                                -----------    ----------

       Total operating costs and expenses            20,985        18,071
                                                -----------    ----------

Income from unconsolidated subsidiary                     6             -

                                                -----------    ----------
Earnings from Operations                              5,668         5,141
Non-operating Income (expense):
   Interest expense                                 (1,201)       (1,564)
   Other income, net                                    163           242
   Non-operating items from
   unconsolidated subsidiary                            (2)             -
                                                -----------    ----------
       Non-operating expense, net                   (1,040)       (1,322)
                                                -----------    ----------
Earnings before Income Taxes and
Minority Interest                                     4,628         3,819
   Provision for income taxes                         1,288         1,391
                                                -----------    ----------
Earnings before Minority Interest                     3,340         2,428
   Minority interest in subsidiary earnings            (56)           (8)
                                                -----------    ----------
Net Earnings                                   $      3,284   $     2,420
                                                ===========    ==========

Earnings Per Share:
   Basic                                       $       0.24   $      0.18
                                                ===========    ==========
   Diluted                                     $       0.21   $      0.16
                                                ===========    ==========
</TABLE>

See notes to condensed consolidated financial statements.
                                      -5-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                  For The Three Months Ended
                                                        September 30,

Amounts in thousands                                  2004         2003
                                                      ----         ----

   Net Earnings                                     $  1,233    $     914
   Foreign currency translation adjustments            (573)          951
   Change in fair value of interest rate swaps,
   net of income taxes                                    35           97
                                                    --------     --------
   Comprehensive Earnings                           $    695    $   1,962
                                                    ========     ========


                                                   For The Nine Months Ended
                                                        September 30,

Amounts in thousands                                  2004         2003
                                                      ----         ----

   Net Earnings                                     $  3,284    $   2,420
   Foreign currency translation adjustments              441        2,261
   Change in fair value of interest rate swaps,
   net of income taxes                                   126          215
                                                     -------     --------
   Comprehensive Earnings                           $  3,851    $   4,896
                                                     =======     ========


See notes to condensed consolidated financial statements.

</TABLE>
                                      -6-
<PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                       For The Nine Months Ended
                                                             September 30,

Amounts in thousands                                      2004         2003
                                                          ----         ----

Cash Flows from Operating Activities:
   Net earnings                                       $    3,284   $    2,420

   Adjustments to reconcile net earnings to
   net cash provided by operating activities:
       Depreciation                                        2,114        1,986
       Amortization of deferred financing costs               61           84
       Deferred tax expense                                    6          126
       Minority interest in subsidiary earnings               56            8
       Income from unconsolidated subsidiary                 (4)            -
       Gain on disposition of real estate option
       and other assets                                     (35)         (59)
       Other                                                   7          (8)

   Changes in operating assets and liabilities:
       Receivables                                         (130)        (185)
       Prepaid expenses and other assets                   (365)        (236)
       Accounts payable and accrued liabilities              332        (341)
       Accrued payroll                                       144        (138)
       Taxes payable                                         287          205

                                                       ---------    ---------

         Net cash provided by operating activities         5,757        3,862
                                                       ---------    ---------


Cash Flows from Investing Activities:
    Purchases of property and equipment                  (3,676)      (1,769)
    Acquisition of subsidiary,
    net of $664 in cash acquired                               -      (1,259)
    Restricted cash decrease                                   -           49
    Proceeds from disposition of assets                      206          258
                                                       ---------    ---------

         Net cash used in investing activities           (3,470)      (2,721)
                                                       ---------    ---------

</TABLE>





                                   (continued)

                                      -7-
<PAGE>




CENTURY CASINOS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                       For the Nine Months Ended
                                                            September 30,

Amounts in thousands                                      2004         2003
                                                          ----         ----
Cash Flows from Financing Activities:
   Proceeds from borrowings                           $   21,763   $   21,710
   Principal repayments                                 (23,883)     (23,442)
   Proceeds from exercise of options                           2            8
   Purchases of treasury stock                                 -        (431)
                                                      ----------   ----------

         Net cash used in financing activities           (2,118)      (2,155)
                                                     ----------    ----------

Effect of exchange rate changes on cash                       63          325
                                                      ----------   ----------

Increase (Decrease) in Cash and Cash Equivalents             232        (689)

Cash and Cash Equivalents at Beginning of Period           4,729        4,582
                                                     -----------   ----------

Cash and Cash Equivalents at End of Period            $    4,961   $    3,893
                                                      ==========   ==========
</TABLE>

Supplemental Disclosure of Noncash Financing Activities:

See Note 1 for a summary of the  Company's  subsidiaries  and the  abbreviations
used in this section.

In January  2003,  the  Company,  through its  majority  owned  subsidiary  CCA,
purchased the  remaining  35% interest in CCAL for a total of $2.6  million,  of
which  $1.3  million  was used to  purchase  a loan from the  previous  minority
shareholder, Caledon Overberg Investments (Proprietary) Limited, and is included
in  principal  repayments  above,  $1.0  million  was  applied  to the  minority
shareholder  liability and $0.3 million increased the carrying value of the land
in Caledon.

In the second quarter of 2003,  James Forbes,  a former director of the Company,
in accordance  with the Company's  Employee's  Equity  Incentive  Plan ("EEIP"),
exercised all 618,000 of his outstanding  options,  carrying an average exercise
price of $1.306.  The shares were issued out of treasury stock.  Mr. Forbes paid
the exercise price by transferring 357,080 shares of common stock to the Company
at a per share price of $2.26, the closing price on April 16, 2003.

In January 2004, the Company, through its wholly owned subsidiary CMB, purchased
an  additional  40%  interest  in CM,  bringing  its total  interest  to 50%, by
contributing  gaming  equipment  with a net book  value of  $0.60  million.  The
contribution of the gaming  equipment,  along with a cash  contribution  made in
December  2002 which was  accounted for by CMB on a cost basis in Euro and had a
value of  $0.29  million  on  January  3,  2004,  brought  the  Company's  total
investment  in CM to $0.89  million,  of which $0.26  million was allocated to a
shareholder loan acquired as part of the transaction. The difference between the
cost and the equity of CM, of $0.57 million, has been recorded as goodwill.

Supplemental Disclosure of Cash Flow Information:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Interest paid, net of capitalized interest
of $0 in 2004 and $46 in 2003                    $  1,129   $  1,544
                                                  =======    =======
Income taxes paid                                $    481   $    700
                                                  =======    =======
</TABLE>

See notes to condensed consolidated financial statements.

                                      -8-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
--------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Century Casinos,  Inc. ("CCI" or the "Company") is an international  gaming
company. The Company owns and/or manages casino operations in the United States,
South Africa,  the Czech Republic and international  waters through the entities
listed in the following table:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

       Parent/Subsidiary Relationship            Abbreviation  Parent  Ownership
                                                                      Percentage
       Century Casinos, Inc. (1)                      CCI        n/a       n/a
          WMCK Venture Corp.                         WMCK        CCI      100%
             WMCK-Acquisition Corp.                   ACQ       WMCK      100%
             Century Casinos Cripple Creek Inc.       CCC       WMCK      100%
          Century Resorts Limited                     CRL        CCI     96.5%
             Century Casinos Africa (Pty) Ltd.        CCA        CRL      100%
                Century Casinos Caledon (Pty) Ltd.   CCAL        CCA      100%
                Century Casinos West Rand (Pty) Ltd. CCWR        CCA       55%
                Rhino Resort Ltd.                     RRL        CCA       50%
                Verkrans Ontwikkelings Maatskappy
                (Pty) Ltd                             VOM        CCA      100%
          Century Resorts International Limited       CRI        CCI      100%
             Century Resorts Alberta, Inc.            CRA        CRI       55%
          Century Casinos Management, Inc.            CCM        CCI      100%
          Century Casinos Nevada, Inc.                CCN        CCI      100%
          Century Management u. Beteiligungs GmbH     CMB        CCI      100%
             Casino Millennium a.s.                   CM         CMB       50%

</TABLE>

     (1) In October  of 2004,  the  Company  formed a wholly  owned  subsidiary,
     Century Casinos  Tollgate,  Inc.  ("CTI") which will own 65% of CC Tollgate
     LLC ("CTL"), the operating company for the proposed project in Central City
     Colorado.

               CCI  serves  as  a  holding  company,   providing  corporate  and
               administrative services to its subsidiaries.

               WMCK owns and operates  Womacks Casino and Hotel  ("Womacks"),  a
               limited-stakes gaming casino in Cripple Creek, Colorado.  Womacks
               is one of the largest  gaming  facilities in Cripple  Creek.  The
               facility has 647 slot  machines,  6 limited stakes gaming tables,
               21 hotel rooms and 2 restaurants.

                                      -9-
<PAGE>

               CRL was formed in May 2004 to provide  technical  casino services
               to some of the Company's foreign and offshore operations. In July
               2004  certain  officers  of  the  Company  exchanged  their  3.5%
               minority ownership in CCA for a 3.5% minority ownership in CRL of
               equal value.  CCI now owns 96.5% of CRL and CRL owns 100% of CCA.
               CCA owns CCAL which owns and  operates The Caledon  Hotel,  Spa &
               Casino  near Cape  Town,  South  Africa.  The resort has 295 slot
               machines  and 9 gaming  tables,  a  92-room  hotel,  mineral  hot
               springs  and spa  facility,  4  restaurants,  3 bars,  conference
               facilities,   an  equestrian  center  and  operates  the  program
               "Outdoor Experience". The Western Cape Gambling and Racing Board,
               has recently  granted CCAL's request to increase in the number of
               permitted slot machines to 300.

               CCM provided  technical  casino services to some of the Company's
               operations. The technical services agreements were re-assigned to
               CRI in October 2003, but CCM is still  collecting  fees that were
               earned prior to that time, which remain unpaid.

               CCN is a  dormant  subsidiary  which  owns  non-operating  casino
               property and land held for sale in Nevada.

               CRI serves as  concessionaire  of small  casinos on eight  luxury
               cruise vessels and provides  technical  casino services to Casino
               Millennium.  The Company has a total of 208 slot  machines and 30
               table games, or  approximately  418 gaming positions on the eight
               combined  shipboard  casinos  currently in operation.  The cruise
               vessel Insignia resumed operations on March 29, 2004 after it was
               taken out of service following  completion of its cruise schedule
               to  various  destinations  in  the  western  Mediterranean  as of
               September 26, 2003. The Silver Cloud returned to service on March
               27, 2004 following five months of periodic maintenance.  On April
               10,  2004,  the Company  opened a casino  aboard the  Nautica,  a
               cruise ship  operated by Oceania  Cruises,  equipped with 42 slot
               machines  and 3 gaming  tables.  CRI owns  55% of CRA  which  was
               formed in conjunction with an application for a gaming license in
               Edmonton, Alberta, Canada. On October 12, 2004 CRI entered into a
               casino  services  agreement  with CC  Tollgate  LLC to manage the
               proposed  casino in Central City,  Colorado.  CRI will also enter
               into a casino services  agreement to manage the proposed  project
               in Iowa.

               CMB acquired a 10% equity interest in Casino  Millennium  located
               within a  five-star  hotel in Prague,  Czech  Republic  through a
               $0.24  million cash  contribution  in December  2002.  In January
               2004,  CMB  acquired  an  additional  40% of  Casino  Millennium,
               bringing its total  ownership to 50%. The current period earnings
               are  reported as income  from  unconsolidated  subsidiary  in the
               Company's condensed consolidated  statements of earnings and cash
               flows.  The  investment  by the Company for the  incremental  40%
               stake totaled $0.60 million and was paid by  contributing  gaming
               equipment.  Casino  Millennium has 38 slot machines and 15 gaming
               tables.

                    The   Company    regularly    pursues    additional   gaming
               opportunities  internationally  and in the United States,  and is
               currently pursuing the following opportunities:

               Edmonton  - In  September  2003,  CRI  subscribed  to  55% of the
               outstanding  shares  of  CRA,  formed  in  conjunction  with  its
               application  for a gaming license in Edmonton,  Alberta,  Canada.
               The first phase of the proposed project,  The Celebrations Casino
               and Hotel,  is planned  to  include a casino,  food and  beverage
               amenities,  a dinner  theater,  a 300 space  underground  parking
               garage and a 40-room hotel. CRA is owned by CRI and by the owners
               of the 7.25  acre  property  and  existing  hotel  which  will be
               developed into the Celebrations  project, if a license is awarded
               and all other approvals and funding are

                                      -10-
<PAGE>

               obtained.  The Celebrations  Casino and Hotel Project proposed by
               CRA is  estimated  to cost 22  million  Canadian  dollars  ($17.4
               million),  including  the 2.50  million  Canadian  dollars  ($2.0
               million)  contribution  of the existing hotel and property by the
               owners  of the  existing  hotel  and an  approximately  3 million
               Canadian  dollar ($2.4 million) cash  contribution by the Company
               which will be funded through the revolving  credit  facility with
               Wells Fargo  Bank.  We intend to fund the  remaining  cost of the
               project  through new project  financing.  CRI also entered into a
               long-term  agreement to manage the casino if a gaming  license is
               awarded.  On April 19, 2004,  the Company  announced that CRA had
               been selected as the only one of nine  applicants to move to step
               seven of eight steps of the casino licensing process in Edmonton,
               Alberta,  Canada. This is not an approval or a guarantee that CRA
               will be  issued  a casino  facility  license.  Step  seven is the
               "Investigation  stage of the Casino Facility Application Process"
               which is a thorough due diligence  investigation of the applicant
               and  the key  persons  associated  with  the  selected  proposal.
               Although the Company  cannot  predict how long the due  diligence
               process will take, if step seven is successfully  completed,  the
               eighth step will be a recommendation  to the Board of the Alberta
               Gaming  and  Liquor  Commission  ("AGLC"),   by  the  commission,
               regarding  issuance  of a casino  facility  license.  There is no
               assurance that a license will be issued to CRA.

               Central  City,  Colorado  - On  October  13,  2004,  the  Company
               announced  that it signed an agreement  with Central City Venture
               LLC  ("Tollgate")  to develop  and  operate a casino and hotel in
               Central  City,  Colorado.  The proposed  $40 million  development
               would  include  a  60,000  square  foot  facility  with  625 slot
               machines,  six table  games,  35 hotel  rooms,  retail,  food and
               beverage amenities and a 500-space on-site covered parking garage
               connected  to  the  casino  by  an   environmentally   controlled
               pedestrian  walkway.  The Company's  contribution to the proposed
               project  includes an initial  cash capital  contribution  of $3.5
               million,  which  will be  funded  through  the  revolving  credit
               facility with Wells Fargo Bank,  in return for a controlling  65%
               interest. The Company's partner,  Tollgate, will contribute three
               existing  non-operating casino buildings,  land and land options.
               We expect to fund the remaining  cost of the project  through new
               project  financing.  Additionally,  CRI  entered  into  a  Casino
               Services  Agreement  to  manage  the  property.  Closing  of  the
               agreement  and  completion  of the  project is subject to various
               conditions and approvals,  including, but not limited to securing
               acceptable   financing,   satisfactory   environmental   studies,
               licensing by the Colorado  Division of Gaming,  Century  Casinos'
               Board approval and other due diligence. Subject to satisfactorily
               meeting these  requirements,  it is anticipated the project would
               be completed in the first half of 2006.

               Iowa - On October 18, 2004, the Company  announced that it signed
               an agreement  with the owners of Landmark  Gaming LLC of Franklin
               County, Iowa, to jointly submit as co-applicant with the Franklin
               County Development  Association (FCDA) an application to the Iowa
               Racing and Gaming  Commission  (IRGC) to  develop  and  operate a
               moored barge casino, hotel and entertainment facility in Franklin
               County,  Iowa.  The  proposed  project  includes  a  casino  with
               approximately 40,000 square feet of total space, 120 hotel rooms,
               600 covered parking spaces and 375 surface  parking  spaces.  The
               Company's  contribution to the project at closing will include an
               initial cash capital contribution of $1.25 million, which will be
               funded  through the  revolving  credit  facility with Wells Fargo
               Bank,  in  return  for a 40%  interest.  The  current  owners  of
               Landmark  Gaming  will  contribute  the land and land  options in
               return  for 60%  ownership.  Additionally,  an  affiliate  of the
               Company will enter into a Casino Services Agreement to manage the
               property in return for a share in gross  revenues plus a share in
               EBITDA.  The  Company's  cash  contribution  and the beginning of
               construction  are subject to various  conditions  and  approvals,
               including,  but not limited to

                                      -11-
<PAGE>

               awarding of a license by the IRGC, securing acceptable  financing
               and other due  diligence.  We do not expect the IRGC to  complete
               their selection process before December 31, 2004.

               Johannesburg  - On October 20, 2003,  the Company  announced that
               judgment  had been handed down in the High Court of South  Africa
               compelling  the Gauteng  Gambling Board ("GGB") to award a casino
               license to Silverstar  Development Limited ("Silverstar") for the
               western  periphery of  metropolitan  Johannesburg in terms of its
               original  1997  application.  On November 11,  2003,  the Company
               announced  that the  GGB's  subsequent  application  for leave to
               appeal the October 20 judgment had been denied by the High Court.
               On December 3, 2003,  the Company  announced  that the GGB served
               notice that it had petitioned the South African  Supreme Court of
               Appeal  requesting a further  appeal  against the judgment of the
               High Court.  On February 5, 2004,  the Supreme Court of Appeal of
               South Africa  overturned the ruling of the High Court and granted
               the GGB's  request for leave to appeal.  Silverstar  informed the
               Company that it does not have any  indication  with regard to the
               timing of the appeals process.

               CCA,  through  its  majority-owned   subsidiary,   CCWR,  remains
               contracted  to Silverstar  by a resort  management  agreement and
               retains a right of long  standing  to take up a  minority  equity
               interest  in the  venture  although  its  final  level of  equity
               interest   remains  to  be  determined.   Pursuant  to  its  1997
               application, the Silverstar project provides for up to 1,350 slot
               machines  and 50  gaming  tables  in a  phased  development  that
               includes a hotel and other entertainment, dining and recreational
               activities  with a first phase of 950 slot machines and 30 gaming
               tables.   The  proposed   400  million   Rand  ($61.78   million)
               hotel/casino  resort  development would be located in the greater
               Johannesburg area of South Africa known as the West Rand.

               In January  2000,  CCI entered  into a brokerage  agreement  with
               Novomatic  AG in which CCI  received an option to purchase  seven
               eighths of the shares that  Novomatic AG purchased in Silverstar.
               The  agreement  has  subsequently  been  amended two times,  most
               recently  in October  2004  eliminating  the put  option  held by
               Novomatic AG,  transferring  the rights under the agreement  from
               CCI to CRL and  amending  the call  option  under  which  CRL can
               require  Novomatic  AG to sell  seven  eighths  of its  shares in
               Silverstar  to CRL. CRL can exercise the call option within three
               years of the amended  and  restated  agreement.  The price of the
               option  varies  based  upon the  legal  and  operating  status of
               Silverstar.  CRL can  exercise  the option for $1 million even if
               the  Silverstar  casino  is not  operational  at the  time of the
               exercise.  If the  transaction  were to be  completed,  CRL would
               acquire a 7% interest in Silverstar from Novomatic AG.

               Historical   transactions  that  are  denominated  in  a  foreign
          currency are  translated  and presented at the United States  exchange
          rate in effect on the date of the  transaction.  Commitments  that are
          denominated in a foreign currency and all balance sheet accounts other
          than  shareholders'  equity are translated and presented  based on the
          exchange  rate  at the end of the  reported  periods.  Current  period
          transactions  affecting the profit and loss of operations conducted in
          foreign  currencies  are valued at the average  exchange  rate for the
          period  in  which  they  are  incurred.  The  exchange  rates  used to
          translate balances at the end of the reported periods are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                      -12-
<PAGE>


                                   September 30,   December 31,   September 30,
                                       2004            2003            2003

          South African Rand          6.4749          6.6858          6.9537
          Euros                       0.8050          0.7938          0.8583
          Czech Koruna               25.4310         25.6634             n/a
          Canadian Dollars            1.2639          1.2924             n/a

  Source: Pacific Exchange Rate Service
</TABLE>

               Certain  reclassifications  have been made to the 2003  financial
          information in order to conform to the 2004 presentation.

               The accompanying  condensed consolidated financial statements and
          related  notes  have  been  prepared  in  accordance  with  accounting
          principles  generally  accepted in the United  States of America  ("US
          GAAP") for interim  financial  reporting and the  instructions to Form
          10-Q and Rule 10-01 of Regulation S-X. The  accompanying  consolidated
          financial   statements   include   the   accounts   of  CCI   and  its
          majority-owned subsidiaries. All significant intercompany transactions
          and balances have been  eliminated.  The  financial  statements of all
          foreign  subsidiaries  consolidated  herein have been  converted to US
          GAAP for financial statement presentation purposes.  Accordingly,  the
          condensed   consolidated   financial   statements   are  presented  in
          accordance with US GAAP. Certain information and footnote  disclosures
          normally included in financial  statements prepared in accordance with
          US GAAP have been condensed or omitted.  In the opinion of management,
          all  adjustments   (consisting  of  only  normal  recurring  accruals)
          considered  necessary  for fair  presentation  of financial  position,
          results  of  operations  and cash  flows  have  been  included.  These
          condensed   consolidated   financial  statements  should  be  read  in
          conjunction  with the financial  statements and notes thereto included
          in the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December  31,  2003.  The results of  operations  for the period ended
          September  30, 2004 are not  necessarily  indicative  of the operating
          results for the full year.

2.       STOCK BASED COMPENSATION

               The Company has chosen to account  for  stock-based  compensation
          for  employees  using  the  intrinsic   value  method   prescribed  in
          Accounting  Principles Board Opinion No. 25 (APB 25),  "Accounting for
          Stock Issued to Employees", and related Interpretations.  Accordingly,
          compensation cost for stock options is measured as the excess, if any,
          of the quoted market price of the  Company's  stock at the date of the
          grant over the amount an employee must pay to acquire that stock.  The
          Company values  stock-based  compensation  granted to non-employees at
          fair value.

               The Company's  stock-based employee  compensation plan expired in
          April 2004. Accordingly,  no new options can be granted under the plan
          subsequent  to April 2004,  but it  continues to be  administered  for
          previously issued and outstanding options.

               All options granted under the plan had an exercise price equal to
          the market  value of the  underlying  common  stock on the date of the
          grant. The following table  illustrates the effect on net earnings and
          earnings  per  share  if  the  Company  had  applied  the  fair  value
          recognition  provisions of SFAS No. 123,  "Accounting  for Stock-Based
          Compensation", to stock-based employee compensation.


                                      -13-
<PAGE>



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


                                                      For the Three Months Ended
                                                               September 30,
     Dollar amounts in thousands,
     except for share information                             2004       2003
                                                              ----       ----
     Net earnings, as reported                             $   1,233   $    914

     Deduct: Total stock-based employee  compensation
       expense determined under fair value based
       method for all  awards,  net of related tax effects       269          1
                                                             -------    -------
     Pro forma net earnings                                $     964   $    913
                                                             =======    =======

     Earnings per share
       Basic               As reported                     $    0.09   $   0.07
                           Pro forma                       $    0.07   $   0.07

       Diluted             As reported                     $    0.08   $   0.06
                           Pro forma                       $    0.06   $   0.06


                                                       For the Nine Months Ended
                                                               September 30,
     Dollar amounts in thousands,
     except for share information                             2004       2003
                                                              ----       ----
     Net earnings, as reported                             $  3,284    $  2,420

     Deduct: Total stock-based  employee  compensation
       expense determined under fair value based
       method for all  awards,  net of related tax effects      808           3
                                                            -------      -------
     Pro forma net earnings                                $  2,476    $  2,417
                                                            =======      =======

     Earnings per share
       Basic               As reported                     $   0.24    $   0.18
                           Pro forma                       $   0.18    $   0.18

       Diluted             As reported                     $   0.21    $   0.16
                                Pro forma                  $   0.16    $   0.16

</TABLE>

                                      -14-
<PAGE>



3.       CHANGE IN ACCOUNTING PRINCIPLES AND RECENTLY ISSUED STANDARDS

               In  December   2003,   FASB   revised   Interpretation   No.  46,
          "Consolidation  of Variable  Interest  Entities".  FIN 46(R) addresses
          consolidation  issues by business  enterprises  of  variable  interest
          entities in which 1) the equity  interest at risk is not sufficient to
          finance  its  activities  without  additional  subordinated  financial
          support,   2)  the  equity   investors  lack  one  or  more  essential
          characteristics  of a controlling  financial interest or 3) the equity
          investors  have  voting  rights  that are not  proportionate  to their
          economic  interest.  The Company adopted FIN 46(R) on January 1, 2004.
          The Company  has  determined  that CM (Note 8) is a variable  interest
          entity as defined by FIN 46 (R). The Company has also  determined that
          it is not the  primary  beneficiary  as defined by FIN 46 (R) and has,
          therefore,  accounted  for the  Company's  50%  interest  in CM on the
          equity  basis.  A  primary  beneficiary  is the party  that  absorbs a
          majority of the entity's  expected losses,  receives a majority of its
          expected  returns,  or both as defined in FIN 46(R).  Under the equity
          method of  accounting,  the  Company  has  recognized  the  difference
          between  the  investment  and the  underlying  cost of the  equity  as
          goodwill and reported its  percentage  of the earnings in CM as income
          from unconsolidated subsidiary.

               Additionally,  the Company has reviewed all recently issued,  but
          not yet effective, accounting pronouncements and does not believe that
          any such  pronouncements  will have a material impact on its financial
          statements.

4.       INCOME TAXES

               The  income  tax  provisions  are  based on  estimated  full-year
          earnings for  financial  reporting  purposes  adjusted  for  permanent
          differences.


                                      -15-
<PAGE>




5.EARNINGS PER SHARE

        Basic  and  diluted  earnings  per  share  for the three and nine
   months ended September 30, 2004 and 2003 were computed as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                              For the Three Months Ended
                                                     September 30,
  Dollar amounts in thousands,
  except for share information                    2004           2003
                                                  ----           ----
  Basic Earnings Per Share:
     Net earnings                          $        1,233    $        914
                                              ===========     ===========
     Weighted average common shares            13,681,900      13,660,500
                                              ===========     ===========
     Basic earnings per share              $        0. 09    $       0.07
                                              ===========     ===========
  Diluted Earnings Per Share:
     Net earnings, as reported             $        1,233    $        914
                                              ===========     ===========
     Weighted average common shares            13,681,900      13,660,500
       Effect of dilutive securities:
           Stock options and warrants           2,259,753       1,050,117
                                              -----------     -----------
     Dilutive potential common shares          15,941,653      14,710,617
                                              ===========     ===========
     Diluted earnings per share            $        0. 08    $       0.06
                                              ===========     ===========

Excluded from computation of diluted earnings per share
    Due to antidilutive effect:
      Options and warrants to
      purchase common shares                              -             -
      Weighted average exercise price       $             -  $          -


                                               For the Nine Months Ended
                                                     September 30,
  Dollar amounts in thousands,
  except for share information                    2004           2003
                                                  ----           ----
  Basic Earnings Per Share:
     Net earnings                          $        3,284    $      2,420
                                              ===========     ===========
     Weighted average common shares            13,681,746      13,623,304
                                              ===========     ===========
     Basic earnings per share              $        0. 24    $       0.18
                                              ===========     ===========
  Diluted Earnings Per Share:
     Net earnings, as reported             $        3,284    $      2,420
                                              ===========     ===========
     Weighted average common shares            13,681,746      13,623,304
       Effect of dilutive securities:
           Stock options and warrants           1,910,382       1,062,136
                                              -----------     -----------
     Dilutive potential common shares          15,592,128      14,685,440
                                              ===========     ===========
     Diluted earnings per share            $        0. 21    $       0.16
                                              ===========     ===========

Excluded from computation of diluted earnings per share
    Due to antidilutive effect:
      Options and warrants to
      purchase common shares                            -          10,000
      Weighted average exercise price        $            -  $       2.28


</TABLE>
                                      -16-
<PAGE>



6.       CRIPPLE CREEK, COLORADO

               In April 2003,  the  Company  completed  construction  of a 6,022
          square foot expansion and added a total of 5,000 square feet of gaming
          space to  Womacks.  Having  spanned  the  alley  behind  the  existing
          property,  Womacks will be able to continue building out the casino to
          the rear of the property on a single level at a later date.

               In January 2004, the Company sold a purchase option agreement for
          a property  located in Cripple Creek across  Bennett Ave. from Womacks
          that it had held since  1999,  which  would have  expired on March 30,
          2004, to an unrelated party for a sum of $0.20 million. As a result of
          the  transaction,  the  Company  recognized  a  pre-tax  gain of $34.7
          thousand in 2004, which is included in other income, net.

               Womacks has installed a limited  number of  Ticket-in/Ticket  out
          ("TITO")  machines and is operating  them under a required field trial
          with the Division of Gaming.  The Division of Gaming has completed its
          audit of the field trial.  Womacks is awaiting the Division's approval
          to end the  field  trial  so that it may  expand  the  number  of TITO
          machines.

               In May 2004,  Womacks  added an additional  restaurant,  the "Cut
          Above  Buffet",  on the second  floor of the  casino.  The  restaurant
          operates on a limited  schedule and provides an  alternative  menu for
          patrons of the casino.

               In August 2004, Womacks added an additional bar on the mezzanine,
          providing another alternative in the video poker section.

7.       CALEDON, SOUTH AFRICA

               In January  2003,  CCA  purchased  the  remaining 35% interest in
          CCAL,  becoming the sole owner of all of the common stock of CCAL. The
          Company paid 21.5 million Rand ($2.53  million).  In  accordance  with
          FASB  Statement  No.  141,  "Business  Combinations",  the cost of the
          acquisition  was allocated to the assets  acquired and the liabilities
          assumed  based on fair values at the date of  acquisition.  The assets
          and  liabilities  of  CCAL,   which  were  carried  in  the  Company's
          consolidated financial statements at the date of acquisition, had fair
          values that  approximated  their carrying value, with the exception of
          land to which $0.34 million of the  acquisition  price was  allocated.
          Simultaneous  with the  transaction,  the hotel  management  agreement
          between CCAL and Fortes King  Hospitality  (Pty)  Limited  ("FKH") was
          cancelled and CCA assumed the  management of the hotel.  Financing for
          the transaction was provided by the Wells Fargo Bank revolving line of
          credit.

               In  addition  to the  casino  license,  hotel and spa,  CCAL owns
          approximately  600  acres  of  land,  which  may be  used  for  future
          expansion.

               In June  2004,  CCAL  added a fourth  restaurant  to the  already
          varied selection. The most recent restaurant offers patrons an Italian
          cuisine.

8.       PRAGUE, CZECH REPUBLIC

               In January 1999, the Company, through CCM, entered into a 20-year
          agreement with Casino  Millennium  a.s., a Czech company  ("CM"),  and
          with B.H.  Centrum  a.s.,  a Czech  subsidiary  of Bau Holding AG (now
          known as Strabag  AG), to operate a casino in the  five-star  Marriott
          Hotel in Prague, Czech Republic. The Company provided technical casino
          services  in  exchange  for 10% of the  casino's  gross  revenue,  and
          provided  gaming  equipment  for 45% of the casino's  net profit.  The
          hotel and casino opened in July 1999.

                                      -17-
<PAGE>

               In December  2002,  CMB acquired a 10%  ownership  interest in CM
          with the payment of $0.24 million in cash.  Effective January 3, 2004,
          CMB, acquired an additional 40% of CM by contributing gaming equipment
          with a net book value of $0.60 million. The contribution of the gaming
          equipment,  along  with the cash  contribution  which  was  previously
          accounted  for by CMB on a cost basis and had a value of $0.29 million
          on January 3, 2004,  brought the Company's  total  investment in CM to
          $0.89 million.  The Company  allocated  $0.26 million to a shareholder
          loan acquired as part of the transaction.  CM issued additional shares
          for the  contribution  of the gaming  equipment  towards the Company's
          additional  40%  investment  in CM. The  difference  of $0.57  million
          between the cost and the equity in CM has been  recorded as  goodwill.
          In addition to the 50% ownership, the Company retains its rights under
          the 1999 casino services  agreement which, as amended in October 2003,
          requires CM to make monthly payments of Euro 7,250 to CRI.

               CM had  approximately  $2.4 million in assets as of September 30,
          2004 and  reported  earnings or (losses) for the three and nine months
          ended  September  30,  2004 of  approximately  ($76)  thousand  and $6
          thousand,  respectively,  after expensing casino services fees paid to
          the Company.

               The Company's  estimated  maximum exposure to losses at September
          30, 2004 consists of the following (Amounts in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                   Equity investment in Casino Millennium     $        64
                   Goodwill                                           554
                   Note receivable                                    254
                   Other receivables                                  199
                                                             ------------
                   Total                                    $       1,071
                                                            =============
</TABLE>

               Casino  services fee income for the three months ended  September
          30, 2004 and 2003 was $78 thousand and $0 thousand,  respectively  and
          for the  nine  months  ended  September  30,  2004  and  2003 was $115
          thousand and $8 thousand, respectively.

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

9.       GOODWILL (Amounts in thousands):
         Balance as of December 31, 2003                    $       8,088
         Goodwill recorded in the acquisition of an
           additional 40% interest in Casino Millennium,
           as valued on January 3, 2004                               565
         Effect of exchange rate on goodwill                           16
                                                            -------------
         Balance as of September 30, 2004                   $       8,669
                                                            =============
</TABLE>

10.      LONG-TERM DEBT

               The  principal  balance  outstanding  under the Wells  Fargo Bank
          Revolving Line of Credit Facility ("RCF") as of September 30, 2004 was
          $11.23  million  compared to $11.76  million at December 31, 2003. The
          amount  available  under the RCF as of  September  30,  2004 was $9.72
          million,  net of  amounts  outstanding  as of that date,  compared  to
          $11.35  million at December  31,  2003.  The loan  agreement  includes
          certain restrictive covenants on financial ratios of WMCK. The Company
          was in compliance  with the  covenants as of September  30, 2004.  The
          interest  rate at  September  30,  2004  was 3.9%  for  $10.5  million
          outstanding under

                                      -18-
<PAGE>

          LIBOR based provisions of the loan agreement. The remaining balance of
          the  outstanding  debt is subject to  interest  under the prime  based
          provisions  of the loan  agreement at a rate of 4.75%.  Subsequent  to
          September  30, 2004 an  amendment  to the RCF  changed  the  aggregate
          commitment  reduction  schedule  under  the  RCF.  Effective  with the
          amendment,  there will be no quarterly  reduction  until July 1, 2005.
          The available balance will be reduced by $0.3 million for two quarters
          beginning  July 1, 2005,  by $0.6 million for two  quarters  beginning
          January 1, 2006, and finally by $0.72 million at the beginning of each
          quarter  beginning  July 1, 2006 until  maturity in August  2007.  The
          change  in  the   scheduled   reduction   provides  the  Company  with
          approximately $3.3 million  additional  availability over the next one
          year and three quarters.

               The fair value of the Company's interest rate swap derivatives as
          of September 30, 2004 and December 31, 2003 of $0.17 million and $0.37
          million,  respectively,  is reported as an other non-current liability
          in the  condensed  consolidated  balance  sheets.  The net gain on the
          interest  rate swaps of $35.1  thousand,  net of  deferred  income tax
          expense of $20.9  thousand  for the third  quarter  of 2004,  has been
          reported  in   accumulated   other   comprehensive   earnings  in  the
          shareholders'  equity section of the  accompanying  September 30, 2004
          condensed  consolidated  balance  sheet.  The net gain on the interest
          rate swaps of $0.13  million,  net of  deferred  income tax expense of
          $75.3 thousand for the first nine months of 2004, has been reported in
          accumulated other comprehensive  earnings in the shareholders'  equity
          section of the accompanying  September 30, 2004 condensed consolidated
          balance sheet.  Net additional  interest  expense to the Company under
          the swap agreements was $64.9 thousand and $0.16 million for the three
          months  ended  September  30,  2004 and 2003,  respectively  and $0.20
          million and $0.45 million for the nine months ended September 30, 2004
          and  2003,  respectively.  Including  the  impact of the swaps and the
          amortization of the deferred financing cost, the effective rate on the
          borrowings  under the RCF was  6.82%  and  9.29% for the three  months
          ended September 30, 2004 and 2003,  respectively,  and 6.35% and 8.57%
          for the nine months ended September 30, 2004 and 2003, respectively.

               In  April  2000,  CCAL  entered  into a loan  agreement  with PSG
          Investment Bank Limited ("PSGIB"),  which was subsequently acquired by
          ABSA  Bank   ("ABSA"),   which   provided  for  a  principal  loan  of
          approximately  $6.20 million (based on an exchange rate of 7.6613 rand
          per dollar at the time the funds were advanced) to fund development of
          the Caledon project. The outstanding balances as of September 30, 2004
          and  December  31,  2003  were  $3.18   million  and  $4.14   million,
          respectively  and  the  interest  rate  was  17.05%.  The  outstanding
          balances on the standby  facility  with PSGIB as of September 30, 2004
          and  December  31,  2003  were  $0.31   million  and  $0.41   million,
          respectively and the interest rate was 15.1%.  The agreement  requires
          quarterly  installments  over  the  remaining  term of the  loan.  The
          agreement requires a minimum deposit in the sinking fund equal to four
          million Rand (approximately  $0.62 million) at the end of each quarter
          until  maturity  in June  2006.  In  addition,  one  third of the next
          quarterly principal and interest payment must be deposited on the last
          day of each  month  into the  fund  and  used  for the next  quarterly
          installment. The loan agreement includes certain restrictive covenants
          for CCAL.  CCAL was in  compliance  with the covenants as of September
          30, 2004.

               An unsecured note payable,  in the amount of $0.38 million,  to a
          founding  shareholder  bears  interest at 6%, payable  quarterly.  The
          entire outstanding  principal was paid on April 1, 2004.  Accordingly,
          the  note is  classified  as  current  in the  accompanying  condensed
          consolidated balance sheets as of December 31, 2003.

               An unsecured  note payable,  in the amount of $90 thousand,  to a
          former  director  bears interest at 0% and is classified as current in
          the accompanying  condensed consolidated balance sheet as of September
          30, 2004.

                                      -19-
<PAGE>

               The remaining  amount of debt of $0.25  million and $0.36,  as of
          September  30, 2004 and December 31, 2003,  respectively,  consists of
          capital leases.

               The consolidated weighted average interest rate on all borrowings
          was 9.19% and 10.55% for the nine months ended  September 30, 2004 and
          2003, respectively.

11.      SHAREHOLDERS' EQUITY

               During  the  first  nine  months  of 2004,  the  Company  did not
          purchase  any  shares  of its  common  stock on the open  market.  The
          Company  issued  1,400 shares of treasury  stock in February  2004 for
          employee  option  exercises.  Subsequent  to September  30, 2004,  the
          Company  has not  purchased  shares  of its  common  stock on the open
          market.

               In January  2004,  60,000  options  were issued to the  Company's
          outside directors with an exercise price of $3.26.

               In March 2004,  1,352,710 options were granted by the independent
          members of the Company's  Incentive  Plan  Committee to eight officers
          and  employees  of the Company  with an exercise  price of $2.93.  The
          Employee  Equity   Incentive  Plan  expired  in  April  2004.  At  the
          expiration of the plan,  312,599 available  remaining options were not
          issued.

                  In connection with the granting of a gaming license to CCAL by
          the Western Cape Gambling and Racing Board in April 2000,  CCAL issued
          a total of 200  preference  shares,  100 shares  each to two  minority
          shareholders,  each of whom has one seat on the board of  directors of
          CCAL,  neither of whom are  officers,  directors or affiliates of CCI.
          The preference shares are not cumulative, nor are they redeemable. The
          preference  shares  entitle the holders of the shares to  dividends of
          20% of the after-tax profits directly  attributable to the CCAL casino
          business   subject  to  working   capital  and   capital   expenditure
          requirements  and CCAL loan  obligations and liabilities as determined
          by the directors of CCAL.  Should the CCAL casino  business be sold or
          otherwise dissolved,  the preference  shareholders are entitled to 20%
          of any surplus directly attributable to the CCAL casino business,  net
          of all  liabilities  attributable to the CCAL casino  business.  As of
          September 30, 2004,  no dividend has been declared for the  preference
          shareholders.

               In July 2004 certain officers of the Company exchanged their 3.5%
          minority  ownership  in CCA for a 3.5%  minority  ownership  in CRL of
          equal  value.  CCI now owns 96.5% of CRL and CRL owns 100% of CCA. CCA
          owns CCAL which owns and operates The Caledon Hotel, Spa & Casino near
          Cape Town, South Africa.

                                      -20-
<PAGE>



12.      SEGMENT INFORMATION

               The Company is managed in four segments;  Colorado, South Africa,
          Cruise Ships and Corporate and Other operations.

               The operating  results of the Colorado  segment are those of WMCK
          Venture  Corp.  and  subsidiaries,  which own Womacks Hotel and Casino
          ("Womacks") in Cripple Creek, Colorado.

               The operating  results of the South African  segment are those of
          Century Casinos Africa (Pty) Limited and its  subsidiaries,  primarily
          Century  Casinos  Caledon (Pty) Limited,  which own the Caledon Hotel,
          Spa & Casino.

               Cruise  Ship  operations  include  the revenue and expense of the
          eight combined  shipboard  operations for which the Company has casino
          concession agreements.

               Corporate and Other  operations  include,  among other items, the
          revenue and expense of corporate gaming projects for which the Company
          has secured  long-term  service  contracts.

               Earnings before  interest,  taxes,  depreciation and amortization
          (EBITDA) is not considered a measure of  performance  recognized as an
          accounting  principle  generally  accepted  in the  United  States  of
          America.  Management believes that EBITDA is a valuable measure of the
          relative  performance  amongst  its  operating  segments.  The  gaming
          industry  commonly uses EBITDA as a method of arriving at the economic
          value  of  a  casino  operation.  It  is  also  used  by  our  lending
          institutions to gauge operating performance. Management uses EBITDA to
          compare the relative operating performance of separate operating units
          by  eliminating  the interest  income,  interest  expense,  income tax
          expense, and depreciation and amortization expense associated with the
          varying levels of capital expenditures for infrastructure  required to
          generate revenue,  and the oftentimes high cost of acquiring  existing
          operations.

               Reclassification  adjustments  for  2003  have  been  made to the
          Colorado and Corporate and Other segment  presentations  for corporate
          bonuses  that were  charged to Colorado  but are  attributable  to the
          consolidated  results of operations,  the interest on debt incurred to
          fund the purchase of the Company's  acquisitions and the repurchase of
          the Company's common stock,  and the related tax effects.  There is no
          effect on the consolidated results.

                                      -21-
<PAGE>


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


Amounts in thousands                 Colorado           South Africa         Cruise Ships

 As of and for the Three Months
 -------------------------------
      Ended September 30,         2004      2003       2004       2003      2004     2003
      ------------------
Net operating revenue           $ 5,044   $ 5,034    $ 3,859    $ 2,647    $ 688    $ 597
Operating expenses (excluding
   depreciation)                $ 3,068   $ 2,970    $ 2,432    $ 1,963    $ 461    $ 365
Depreciation                    $   382   $   334    $   318    $   275    $  25    $  24
Loss from unconsolidated
   subsidiary                   $     -   $     -    $     -    $     -    $   -    $   -
Earnings (loss) from operations $ 1,594   $ 1,730    $ 1,109    $   409    $ 202    $ 208
Interest  income                $     2   $     3    $    35    $    46    $   -    $   -
Interest expense, including
   debt issuance cost (1)       $    29   $    23    $ (451)    $ (228)    $   -    $   -
Other income (expense), net     $     -   $    55    $     -    $   (2)    $   -    $  10
Non-operating income from
   unconsolidated subsidiary    $     -   $     -    $     -    $     -    $   -    $   -
Earnings (loss) before income
   taxes and minority interest  $ 1,625   $ 1,811    $   693    $   225    $ 202    $ 218
Income tax expense (benefit)    $   618   $   688    $   232    $    85    $   6    $  82
Minority interest               $     -   $     -    $     -    $     -    $   -    $   -
Net earnings (loss)             $ 1,007   $ 1,123    $   461    $   140    $ 196    $ 136

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)   $ 1,007   $ 1,123    $   461    $   140    $ 196    $ 136
Interest income                 $   (2)   $   (3)    $  (35)    $  (46)    $   -    $   -
Interest expense (1)            $  (29)   $  (23)    $   451    $   228    $   -    $   -
Income taxes                    $   618   $   688    $   232    $    85    $   6    $  82
Depreciation                    $   382   $   334    $   318    $   275    $  25    $  24
EBITDA                          $ 1,976   $ 2,119    $ 1,427    $   682    $ 227    $ 242
..
</TABLE>


               (1) The  Company  has  not  repaid  the  funds  advanced  for the
               Company's  acquisitions or the repurchase of the Company's common
               stock,  therefore the debt and accumulated  interest allocated to
               the  Corporate & Other  segment  exceeded  the total  outstanding
               borrowing under the RCF in the Colorado segment, resulting in the
               reported negative interest expense for 2004.

                                      -22-
<PAGE>

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



Amounts in thousands                                      Inter-segment
                                Corporate and Other        Elimination      Consolidated

As of and for the Three Months
-------------------------------
      Ended September 30,         2004       2003         2004    2003      2004     2003
      ------------------
Net operating revenue           $    78   $     -    $     -    $     -    $ 9,669  $ 8,278
Operating expenses (excluding
   depreciation)                $   829   $   529    $     -    $     -    $ 6,790  $ 5,827
Depreciation                    $     7   $    42    $     -    $     -    $   732  $   675
Loss from unconsolidated
   subsidiary                   $  (45)   $     -    $     -    $     -    $  (45)  $     -
Earnings (loss) from operations $ (803)   $ (571)    $     -    $     -    $ 2,102  $ 1,776
Interest  income                $   346   $    85    $ (346)    $  (85)    $    37  $    49
Interest expense, including
   debt issuance cost           $ (313)   $ (392)    $   346    $    85    $ (389)  $ (512)
Other income, net               $     -   $     1    $     -    $     -    $     -  $    64
Non-operating items from
   unconsolidated subsidiary    $     6   $     -    $     -    $     -    $     6  $     -
Earnings (loss) before income
   taxes and minority interest  $ (764)   $ (877)    $     -    $     -    $ 1,756  $ 1,377
Income tax expense (benefit)    $ (358)   $ (392)    $     -    $     -    $   498  $   463
Minority interest               $  (25)   $     -    $     -    $     -    $  (25)  $     -
Net earnings (loss)             $ (431)   $ (485)    $     -    $     -    $ 1,233  $   914

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)   $ (431)   $ (485)    $     -    $     -    $ 1,233  $   914
Interest income                 $ (346)   $  (85)    $   346    $    85    $  (37)  $  (49)
Interest expense                $   313   $   392    $ (346)    $  (85)    $   389  $   512
Income taxes                    $ (358)   $ (392)    $     -    $     -    $   498  $   463
Depreciation                    $     7   $    42    $     -    $     -    $   732  $   675
EBITDA                          $ (815)   $ (528)    $     -    $     -    $ 2,815  $ 2,515


</TABLE>
                                      -23-
<PAGE>


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


Amounts in thousands                   Colorado             South Africa            Cruise Ships

  As of and for the Nine Months
  -----------------------------
   Ended September 30,             2004       2003        2004        2003        2004       2003
   ------------------
Property and equipment, net      $ 23,790   $ 21,402    $ 14,429    $ 13,451    $   264    $   336
Total assets                     $ 33,679   $ 31,600    $ 21,104    $ 18,551    $ 1,076    $   873

Net operating revenue            $ 13,991   $ 14,246    $ 10,582    $  7,673    $ 1,959    $ 1,285
Operating expenses (excluding
   depreciation)                 $  8,363   $  8,130    $  6,957    $  5,535    $ 1,325    $   849
Depreciation                     $  1,055   $  1,033    $    972    $    771    $    67    $    56
Income from unconsolidated
   subsidiary                    $      -   $      -    $      -    $      -    $     -    $     -
Earnings (loss) from operations  $  4,573   $  5,083    $  2,653    $  1,367    $   567    $   380
Interest  income                 $      8   $     10    $    115    $    153    $     -    $     -
Interest expense, including
  debt issuance cost (1)         $     84   $   (13)    $  (867)    $  (695)    $     -    $     -
Other income, net                $     35   $     55    $      -    $    (2)    $     -    $    15
Non-operating items from
   unconsolidated subsidiary     $      -   $      -    $      -    $      -    $     -    $     -
Earnings (loss) before income
   taxes and minority interest   $  4,700   $  5,135    $  1,901    $    823    $   567    $   395
Income tax expense (benefit)     $  1,786   $  1,951    $    547    $    319    $    17    $   150
Minority interest                $      -   $      -    $      -    $    (8)    $     -    $     -
Net earnings (loss)              $  2,914   $  3,184    $  1,354    $    496    $   550    $   245

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)    $  2,914   $  3,184    $  1,354    $    496    $   550    $   245
Interest income                  $    (8)   $   (10)    $  (115)    $  (153)    $     -    $     -
Interest expense (1)             $   (84)   $     13    $    867    $    695    $     -    $     -
Income taxes                     $  1,786   $  1,951    $    547    $    319    $    17    $   150
Depreciation                     $  1,055   $  1,033    $    972    $    771    $    67    $    56
EBITDA                           $  5,663   $  6,171    $  3,625    $  2,128    $   634    $   451
</TABLE>

     (1)The  Company  has not  repaid  the  funds  advanced  for  the  Company's
     acquisitions or the repurchase of the Company's common stock, therefore the
     debt and  accumulated  interest  allocated to the Corporate & Other segment
     exceeded  the total  outstanding  borrowing  under the RCF in the  Colorado
     segment, resulting in the reported negative interest expense in 2004.

                                      -24-
<PAGE>

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



Amounts in thousands                                         Inter-segment
                                   Corporate and Other       Elimination            Consolidated

  As of and for the Nine Months
  -----------------------------
   Ended September 30,               2004        2003      2004        2003      2004        2003
   ------------------
Property and equipment, net     $     636  $   1,054   $    -     $      -   $  39,119   $  36,243
Total assets                    $   2,432  $   2,444   $    -     $      -   $  58,291   $  53,468
Net operating revenue           $     115  $       8   $    -     $      -   $  26,647   $  23,212
Operating expenses (excluding
   depreciation)                $   2,226  $   1,571   $     -    $      -   $  18,871   $  16,085
Depreciation                    $      20  $     126   $     -    $      -   $   2,114   $   1,986
Income from unconsolidated
   subsidiary                   $       6  $       -   $     -    $      -   $       6   $       -
Earnings (loss) from operations $ (2,125)  $ (1,689)   $     -    $      -   $   5,668   $   5,141
Interest  income                $     522  $     257   $ (517)    $  (256)   $     128   $     164
Interest expense, including
   debt issuance cost           $   (935)  $ (1,112)   $   517    $    256   $ (1,201)   $ (1,564)
Other income, net               $       -  $      10   $     -    $      -   $      35   $      78
Non-operating items from
   unconsolidated subsidiary    $     (2)  $       -   $     -    $      -   $     (2)   $       -
Earnings (loss) before income
   taxes and minority interest  $ (2,540)  $ (2,534)   $     -    $      -   $   4,628   $   3,819
Income tax expense (benefit)    $ (1,062)  $ (1,029)   $     -    $      -   $   1,288   $   1,391
Minority interest               $    (56)  $       -   $     -    $      -   $    (56)   $     (8)
Net earnings (loss)             $ (1,534)  $ (1,505)   $     -    $      -   $   3,284   $   2,420

Reconciliation to EBITDA:
Net earnings (loss) (US GAAP)   $ (1,534)  $ (1,505)   $     -    $      -   $   3,284   $   2,420
Interest income                 $   (522)  $   (257)   $   517    $    256   $   (128)   $   (164)
Interest expense                $     935  $   1,112   $ (517)    $  (256)   $   1,201   $   1,564
Income taxes                    $ (1,062)  $ (1,029)   $     -    $      -   $   1,288   $   1,391
Depreciation                    $      20  $     126   $     -    $      -   $   2,114   $   1,986
EBITDA                          $ (2,163)  $ (1,553)   $     -    $      -   $   7,759   $   7,197

</TABLE>
                                      -25-
<PAGE>

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


13.     OTHER INCOME, NET
        Other income, net, consists of the following:

                                             For the Three Months Ended
                                                   September 30,
        Amounts in thousands                     2004        2003
                                                 ----        ----
        Interest income                        $    37     $    49
        Gain on disposition of assets                -          53
        Foreign currency exchange gains              -          11
                                                 -----       -----
                                               $    37     $   113
                                                 =====       =====

                                           For the Nine Months Ended
                                                   September 30,
        Amounts in thousands                     2004        2003
                                                 ----        ----
        Interest income                        $   128     $   164
        Gain on disposition of assets                -          59
        Gain on sale of real estate option
        and other assets (1)                        35          19
        Foreign currency exchange gains              -           -
                                                 -----       -----
                                               $   163     $   242
                                                 =====       =====
</TABLE>

          (1)  In January 2004, the Company sold a purchase option agreement for
               a property  located in Cripple  Creek across  Bennett  Ave.  from
               Womacks that it had held since 1999,  which would have expired on
               March 31, 2004, to an unrelated  party for a sum of $0.2 million.
               As a result of the transaction,  the Company recognized a pre-tax
               gain of $34.7 thousand in 2004.


                                      -26-
<PAGE>



14.       PROMOTIONAL ALLOWANCES

          Promotional   allowances  presented  in  the  condensed   consolidated
     statements  of  earnings  for the  period  ended  September  30,  2004  and
     September 30, 2003 include the following:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                         For the Three Months Ended
                                                September 30,

     Amounts in thousands                    2004            2003
                                             ----            ----
     Food & Beverage and Hotel Comps  $          402   $         379
     Free Plays or Coupons                       463             537
     Player Points                               340             369
                                          -----------    -----------
     Total Promotional Allowances     $        1,205   $       1,285
                                          ===========    ===========

                                         For the Nine Months Ended
                                                September 30,

     Amounts in thousands                    2004           2003
                                             ----           ----
     Food & Beverage and Hotel Comps  $        1,127   $       1,013
     Free Plays or Coupons                     1,208           1,356
     Player Points                               981           1,060
                                          -----------    -----------
     Total Promotional Allowances     $        3,316   $       3,429
                                          ===========    ===========
</TABLE>

          We issue free play or coupons  for the  purpose of  generating  future
     revenue.  Coupons  are issued the month  prior to when they can be redeemed
     and are valid for defined periods of time ranging up to 7 days. The net win
     from the coupons is expected to exceed the value of the coupons issued. The
     cost of the coupons  redeemed is applied  against the revenue  generated on
     the day of the redemption.

          Members of the casinos'  players  clubs earn points as a percentage of
     coin-in. The cost of the points is offset against the revenue in the period
     that  the  revenue  generated  the  points.  The  value  of the  unused  or
     unredeemed   points  is  included  in  the  accounts  payable  and  accrued
     liabilities on our condensed consolidated balance sheets.


                                      -27-
<PAGE>



CENTURY CASINOS, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------

Forward-Looking Statements, Business Environment and Risk Factors

          Forward-looking   statements  and  business  environment   information
     contained  in  the  following  discussion  of  results  of  operations  and
     financial  condition  of the  Company  contain  forward-looking  statements
     within the meaning of the Private Securities Litigation Reform Act of 1995,
     which  can be  identified  by the  use of  words  such  as  "may",  "will",
     "expect", "anticipate", "estimate", or "continue", or variations thereon or
     comparable  terminology.  In addition, all statements other than statements
     of historical facts that address  activities,  events or developments  that
     the  Company  expects,  believes or  anticipates,  will or may occur in the
     future,  and  other  such  matters,  are  forward-looking  statements.

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

          The Company  cautions  the reader that a number of  important  factors
     discussed  herein,  and in other  reports  filed  with the  Securities  and
     Exchange  Commission,  could affect the Company's  actual results and cause
     actual results to differ materially from those discussed in forward-looking
     statements.

                                      -28-
<PAGE>



Results of Operations

Three Months Ended September 30, 2004 vs. 2003
----------------------------------------------

     The Company is managed in four  segments;  Colorado,  South Africa,  Cruise
Ships and Corporate and Other operations.

     The  operating  results of the  Colorado  segment are those of WMCK Venture
Corp. and subsidiaries, which own Womacks in Cripple Creek, Colorado.

     The  operating  results of the South  African  segment are those of Century
Casinos Africa (Pty) Limited and its  subsidiaries,  primarily  Century  Casinos
Caledon (Pty) Limited which own the Caledon Hotel, Spa & Casino.

     Cruise  Ship  operations  include  the  revenue  and  expense  of the eight
combined  shipboard  operations  for which the  Company  has  casino  concession
agreements.

     Corporate and Other operations include,  among other items, the revenue and
expense of corporate gaming projects for which the Company has secured long-term
service contracts.

Consolidated Results of Operations

     The Company reported net operating revenue of $9.7 million and $8.3 million
for the three months ended  September  30, 2004 and 2003,  respectively.  Casino
revenue for the three months ended September 30, 2004 and 2003, was $9.3 million
compared to $8.5 million, respectively. Casino expense was $3.7 million and $3.1
million for the three months ended  September  30, 2004 and 2003,  respectively.
General and  administrative  expense was $2.3 million for the three months ended
September 30, 2004 compared to $2.0 million for the three months ended September
30, 2003. Depreciation expense was $0.73 million and $0.68 million for the three
months ended September 30, 2004 and 2003, respectively.

     Total Company  earnings from  operations were $2.1 million and $1.8 million
for the three months ended September 30, 2004 and 2003, respectively.

     Income tax expense for the three months ended  September  30, 2004 and 2003
was $0.50 million, and $0.46 million, respectively.

     The  Company's  net earnings for the three months ended  September 30, 2004
and 2003 were $1.23 million, or $0.09 per share, and $0.91 million, or $0.07 per
share, respectively.

     A discussion by business segment follows below.


                                      -29-
<PAGE>



Colorado

     The  operating  results of the Colorado  segment are those of  WMCK-Venture
Corp. and subsidiaries,  which own Womacks in Cripple Creek, Colorado.  Womacks'
results of  operations  for the three months ended  September  30, 2004 and 2003
were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  For the three months   Increase   % Change
                                   ended September 30,  (Decrease)

Dollar amounts in thousands          2004       2003
                                     ----       ----
Operating Revenue
    Casino                       $    5,557  $    5,694   $ (137)     -2.4%
    Hotel, food and beverage            498         375       123     32.8%
    Other (including promotional
    allowances)                     (1,011)     (1,035)        24      2.3%
                                   ---------   ---------
Net operating revenue                 5,044       5,034        10      0.2%
                                   ---------   ---------
Costs and Expenses
    Casino                            1,912       1,829        83      4.5%
    Hotel, food and beverage            223         119       104     87.4%
    General and administrative          933       1,022      (89)     -8.7%
    Depreciation                        382         334        48     14.4%
                                   ---------   ---------
                                      3,450       3,304       146      4.4%
                                   ---------   ---------
Earnings from operations              1,594       1,730     (136)     -7.9%
Interest (expense), net                  29          23         6     26.1%
Other income, net                         2          58      (56)    -96.6%
                                   ---------   ---------
Earnings before income taxes          1,625       1,811     (186)    -10.3%
Income tax expense                      618         688      (70)    -10.2%
                                   ---------   ---------
Net Earnings                      $   1,007  $    1,123   $ (116)    -10.3%
                                   =========   =========
</TABLE>

     Excluded from the above results are corporate  bonuses that were previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations,  the interest on debt incurred to fund the purchase of the Company's
acquisitions  and the  repurchase of the Company's  common stock and related tax
effects.  Reclassifications have been made to the Colorado and Corporate & Other
segments  of the 2003  financial  information  in order to  conform  to the 2004
presentation.


                                      -30-
<PAGE>



     Operating  results for Womacks were impacted by the casino results detailed
below.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     Market Data

      For the three months ended September 30,            2004          2003
                                                          ----          ----
      Market share of the Cripple Creek market              13.2%          14.3%
      Average number of slot machines                         648            610
      Market share of Cripple Creek gaming devices          13.5%          14.5%
      Average slot machine win per day                 91 dollars     99 dollars
      Cripple Creek average slot machine win per day   91 dollars    101 dollars
</TABLE>

     In June 2004 an  additional  casino opened in Cripple  Creek,  bringing the
total number of casino  licenses to 19 compared to 17 at the same time last year
and reduced  Womacks'  market share of gaming devices by 6.9%. In recent months,
the Company has spent approximately $3 million to upgrade the product mix on the
gaming floor,  improve the player tracking system and introduce  cashless gaming
machines.  These  ongoing  improvements  are  expected  to add  to the  customer
experience and further improve customer service. The ongoing efforts have helped
reduce the potential impact,  limiting the decrease in gaming revenue to 2.4% or
4.5 points less than the reduction in market share of gaming devices.

     During this period, the relative  percentage of personnel cost, device fees
and the cost of participation  machines to net operating revenue  contributed to
the erosion in earnings from operations.  Management  regularly  evaluates these
overhead costs to maintain a good cost benefit relationship.

     During  the  three  months  ended   September  30,  2004,   Womacks  leased
approximately an average of 37 slot machines under participation agreements from
manufacturers, on which it pays a fee calculated as a percentage of the net win.
All of the leases have short term commitment  periods not exceeding three months
and are classified as operating leases. The leases can be cancelled with no more
than 30 days written  notice.  On a portion of the leases,  the  manufacturer is
guaranteed  a minimum  fee per day that can range  from 15 dollars to 35 dollars
for the duration of the lease.  In most  instances,  the branded  games that are
being  introduced to the market are not  available  for purchase.  For financial
reporting purposes,  the net win on the slot machines is included in our revenue
and the amount due to the manufacturer is recorded as an expense,  in the period
during which the revenue is earned,  as casino operating cost.  Management makes
its decisions to introduce  these machines based on the consumer  demand for the
product.  The amount  paid under these  agreements  was $132  thousand  and $102
thousand for the three months ended September 30, 2004 and 2003, respectively.

     Management continues to focus on marketing the casino through its Gold Club
in which patrons can earn rewards,  that can be redeemed for  discounted or free
meals,  rooms,  cash and other prizes, as well as through increased TV and radio
advertising.  Management  continues  to refine the Womacks  product by upgrading
both the interior of the facilities, and modifying the slot machine mix.


                                      -31-
<PAGE>



    Hotel, Food and Beverage

          Hotel revenue, included in hotel, food and beverage revenue, increased
     by 16.8%,  as a result of an increase in the hotel  occupancy rate to 94.4%
     in 2004 from 83.6% in 2003,  respectively.  All of the revenue generated by
     the hotel operations is derived from comps to better players,  the value of
     which is included in promotional allowances.

          In May 2004,  Womacks added an additional  restaurant,  the "Cut Above
     Buffet",  on the second floor of the casino.  The restaurant  operates on a
     limited  schedule  and  provides  an  alternative  menu for  patrons of the
     casino.  In the three months ended  September  30, 2004,  food and beverage
     revenue  increased 55.5% when compared to the same period in 2003. The cost
     of food and beverage promotional  allowances,  which are included in casino
     costs,  decreased to $0.29 million in the three months ended  September 30,
     2004 from $0.33  million in the three  months  ended  September  30,  2003.
     Overall  cost  of  operating  the  "Cut  Above  Buffet"  accounts  for  the
     significantly  higher  percentage  increase in the combined  cost of hotel,
     food  and  beverage  when  compared  to  the  percentage  increase  in  the
     corresponding  revenue.  The "Cut  Above  Buffet"  offers a  premium  menu,
     incurring  a higher  cost of sales,  and has  fulfilled  the  intention  of
     attracting new customers to Womacks Gold Club.

    Other

          The $48 thousand  increase in depreciation  expense when comparing the
     third quarter of 2004 to the third quarter of 2003 results from an increase
     of approximately  $0.12 million in depreciation on new additions during the
     trailing  twelve months less the reduction in  depreciation  on assets that
     are fully  depreciated.  The Company  allocated  $0.30  million in interest
     expense to the  Corporate & Other  segment  during the three  months  ended
     September  30,  2004.  Interest  expense on the amounts  advanced,  but not
     repaid,  to fund  the  Company's  acquisitions  and the  repurchase  of the
     Company's  common  stock is  calculated  using  the  effective  rate on all
     borrowings under the RCF. The Company reduces the interest expense incurred
     by WMCK under the RCF by the amount of interest  allocated to the Corporate
     & Other  segment.  The  Company has not repaid the funds  advanced  for the
     Company's acquisitions or the repurchase of the Company's common stock, and
     therefore the debt and  accumulated  interest  allocated to the Corporate &
     Other segment exceeded the total outstanding borrowing. As a result Womacks
     reported a net  negative  of $29  thousand  in  interest  expense  and debt
     issuance cost.  During the same period in 2003,  Womacks reported  negative
     interest  expense and debt issuance  cost,  of $23  thousand,  net of $0.39
     million in interest  expense  allocated to the  Corporate & Other  segment.
     Such  decrease is  attributable  to the  decrease  in the  weighted-average
     interest rate on the borrowings  under the RCF,  including  effects of swap
     agreements,  to 6.82% from 9.29% and a reduction in the average outstanding
     balance  under the RCF to $11.75  million  during  the three  months  ended
     September  30,  2004 from  $12.66  million  during the three  months  ended
     September 30, 2003.

          The Colorado segment recognized income tax expense of $0.62 million in
     the three months ended  September 30, 2004 compared to $0.69 million in the
     three months ended September 30, 2003, principally the result of a decrease
     in earnings before income taxes.

                                      -32-
<PAGE>



South Africa

     The  operating  results of the South  African  segment are those of Century
Casinos Africa (Pty) Limited and its  subsidiaries,  primarily  Century  Casinos
Caledon (Pty) Limited, which owns the Caledon Hotel, Spa & Casino.

     Improvement  in the Rand versus the dollar when comparing the third quarter
of 2004 to the third  quarter of 2003 has had a positive  impact on the reported
revenues and a negative impact on expenses.

     Operating  results in U.S. dollars for the three months ended September 30,
2004 and 2003 were as follows: (See next page for results in Rand)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                              For the three months ended   Increase    % Change
                                        September 30,     (Decrease)

Dollar amounts in thousands          2004        2003
                                     ----        ----
Operating Revenue
     Casino                       $   3,148  $    2,256   $    892       39.5%
     Hotel, food and beverage           760         557        203       36.4%
     Other (including
     promotional allowances)           (49)       (166)        117      -70.5%
                                    --------    --------
Net operating revenue                 3,859       2,647      1,212       45.8%
                                    --------    --------
Costs and Expenses
     Casino                           1,282         937        345       36.8%
     Hotel, food and beverage           620         573         47        8.2%
     General and administrative         524         368        156       42.4%
     Depreciation                       318         275         43       15.6%
                                    --------    --------
                                      2,744       2,153        591       27.5%
                                    --------    --------
Earnings from operations              1,115         494        621      125.7%
Interest expense                      (188)       (228)         40      -17.5%
Other income, net                        24          36       (12)     -33.33%
                                    --------    --------
Earnings before Income Taxes            951         302        649      214.9%
   Provision for income taxes           308         106        202      190.6%
                                    --------    --------
Net Earnings                      $     643  $      196   $    447      228.1%
                                    ========    ========

CENTURY CASINOS AFRICA
Costs and Expenses
    General and administrative    $       6   $      85   $   (79)      -92.9%
                                    --------    --------
(Income) Loss from operations           (6)        (85)         79      -92.9%
Interest Expense, net                 (261)           -      (261)           -
Other income, net                         9           8          1       12.5%
                                    --------    --------
Earnings before Income Taxes          (258)        (77)      (181)      235.1%
   Provision for income taxes          (76)        (21)       (55)      261.9%
                                    --------    --------
Net Loss                          $   (182)   $    (56)   $  (126)      225.0%
                                    ========    ========

SOUTH AFRICA NET EARNINGS         $     461   $     140   $    321      229.3%
                                    ========    ========

Average exchange rate (Rand/USD)       6.42        7.28

</TABLE>
                                      -33-
<PAGE>

Operating results in Rand for the three months ended September 30, 2004 and 2003
are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                                For the three months     Increase    % Change
                                 ended September 30,    (Decrease)

Rand amounts in thousands          2004          2003
                                   ----          ----
Operating Revenue
  Casino                     R     20,205  R    16,501  R    3,704      22.4%
  Hotel, food and beverage          4,871        4,077         794      19.5%
  Other (including promotional
  allowances)                       (301)      (1,222)         921     -75.4%
                                 ----------   ----------
Net operating revenue              24,775       19,356       5,419      28.0%
                                 ----------   ----------

Costs and Expenses
  Casino                            8,225        6,860       1,365      19.9%
  Hotel, food and beverage          3,971        4,188       (217)      -5.2%
  General and administrative        3,369        2,692         677      25.1%
  Depreciation                      2,038        2,011          27       1.3%
                                 ----------   ----------
                                   17,603       15,751       1,852      11.8%
                                 ----------   ----------
Earnings from operations            7,172        3,605       3,567      98.9%
Interest expense                  (1,218)      (1,666)         448     -26.9%
Other income, net                     156          270       (114)     -42.2%
                                 ----------   ----------
Earnings before income taxes        6,110        2,209       3,901     176.6%
  Provision for income taxes        1,977          779       1,198     153.8%
                                 ----------   ----------
Net Earnings                  R     4,133  R     1,430  R    2,703     189.0%
                                 ==========   ==========

CENTURY CASINOS AFRICA
Costs and Expenses
  General and administrative  R       45   R       610  R    (565)     -92.6%
                                 ----------   ----------
Loss from operations                 (45)        (610)         565     -92.6%
Interest Expense, net             (1,680)            -     (1,680)          -
Other income, net                      64           53          11      20.8%
                                 ----------   ----------
Earnings before income taxes      (1,661)        (557)     (1,104)     198.2%
  Income tax expense                (498)        (163)       (335)     205.5%
                                 ----------   ----------
Net Loss                      R   (1,163)  R     (394)  R    (769)     195.2%
                                 ==========   ==========

SOUTH AFRICA NET EARNINGS     R     2,970  R     1,036  R    1,934     186.7%
                                 ==========   ==========

</TABLE>
                                      -34-
<PAGE>


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

Casino Market Data (in Rand)

     For the three months ended September 30,          2004             2003
                                                       ----             ----
     Market share of the Western Cape market             6.00%            6.02%
     Market share of Western Cape gaming devices         11.4%            10.9%
     Average number of slot machines                       290              275
     Average slot machine win per day                 690 Rand         598 Rand
     Average number of tables                                9                8
     Average table win per day                      2,158 Rand       1,502 Rand
</TABLE>

     The Geographical differences which separate the casinos in the Western Cape
and the gaming board's license management, impacts the results reported above.

     The results  discussed  below are based on the Rand to eliminate the effect
of fluctuations in foreign currency exchange rates.

     The 22.4% increase in the casino revenue is  attributable to the successful
marketing  efforts that include the introduction of cash couponing,  an expanded
smoking  section and improved  employee  and  management  training.  The Company
markets an array of amenities at the resort to its guests as a complement to the
gaming experience.  These currently include a 92-room hotel, a variety of dining
experiences,  the historic mineral hot spring and spa, the outdoor experience (a
team building facility) and an equestrian center.

     The 0.92  million  Rand  change  in other  revenue  (including  promotional
allowances) is attributable to the  introduction of cash couponing in the second
quarter of 2003 and to the expanded use of player  points to attract  customers.

Hotel, Food and Beverage

     Conferences and other functions held at the resort play a significant  role
in the  operation of the hotel.  Management  is  attempting  to gain  additional
exposure  in this area  through  marketing  efforts.  A number of repairs in the
hotel infrastructure, including electrical and plumbing, were undertaken in 2003
in order to increase the quality of the facility.  Management has taken measures
to offset the  inflationary  pressures in South Africa which have driven up base
costs such as labor, supplies and utilities.

     Hotel revenue  increased 17.0% in the three months ended September 30, 2004
compared to the three  months  ended  September  30,  2003.  The  average  hotel
occupancy  rate in the three months ended  September 30, 2004 was 49.0% compared
to 56.6% in the three months ended  September 30, 2003.  During this same period
the average room rate  increased to R417 from R319,  completely  offsetting  the
decrease in the occupancy rate.  Conference sales increased 17.0%, while leisure
sales decreased by 27.0%.

     In June  2004,  CCAL  added  a  fourth  restaurant  to the  already  varied
selection.  The most recent restaurant  offers patrons an Italian cuisine.  Food
and beverage  revenue  increased  23.0% in the three months ended  September 30,
2004  compared to the three months  ended  September  30,  2003,  primarily as a
result of the additional food and beverage  facility,  plus changes in operating
hours and a general price increase.




                                      -35-
<PAGE>




Other

     The  decrease in general  and  administrative  expense at CCA is  primarily
related to the reduction in management services paid for and provided to CCAL.

     Interest expense for CCAL, including debt issuance cost, decreased 26.9% as
the principal balance of the term loans and capitalized  leases are repaid.  The
weighted-average  interest rate on the borrowings  under the ABSA loan agreement
was  16.9% in the three  months  ended  September  30,  2004 and 2003.  Interest
expense,  net for CCA is comprised  exclusively  of interest on debt between CCA
and CRL. The interest expense is eliminated against the interest income included
in the  Corporate  and Other  segment;  consequently,  there is no effect on the
consolidated net income.

Cruise Ships

     Cruise ships'  operating  results for the three months ended  September 30,
2004 and 2003 were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                   For the three months    Increase    % Change
                                    ended September 30,   (Decrease)

 Dollar amounts in thousands            2004    2003
                                        ----    ----
 Operating Revenue
    Casino                        $     644    $    575   $    69        12.0%
    Other (including promotional
    allowances)                          44          22        22       100.0%
                                   ---------    -------
 Net operating revenue                  688         597        91        15.2%
                                   ---------    -------

 Costs and Expenses
    Casino                             461          365        96        26.3%
    General and administrative           -           -
    Depreciation                        25           24         1         4.2%
                                   ---------   -------
                                       486          389        97        24.9%
                                   ---------   -------
 Earnings from operations              202          208       (6)        -2.9%
 Other income, net                       -           10      (10)      -100.0%
                                   ---------   -------
 Earnings before income taxes          202          218      (16)        -7.3%
 Income tax expense                      6           82      (76)       -92.7%
                                   ---------    -------
 Net Earnings                    $     196     $    136   $    60        44.1%
                                   =========   ========
</TABLE>

     In the three months ended September 30, 2004, the Company  operated casinos
on a total  of eight  ships:  four on  Silversea  Cruises,  one on the  World of
ResidenSea  and three on Oceania  Cruises,  compared  to a total of seven  ships
during the same period in 2003. On April 10, 2004,  the Company  opened a casino
aboard the Nautica,  a cruise ship operated by Oceania Cruises  equipped with 42
slot machines and three gaming tables.

     We experience  severe  fluctuations in the revenue generated on each cruise
depending  on the number and quality of the players  and  passengers.  This is a
condition that we do not control.  In August 2004 the Silver Wind suffered a $50
thousand loss to a single player, almost 8% of the total

                                      -36-
<PAGE>

ship casino revenue for the period,  contributing  significantly to the decrease
in earnings from operations for the three months ended September 30, 2004.

     Concession  fees  paid  to  the  ship  operators  in  accordance  with  the
agreements  accounted  for $0.25  million and $0.20  million of the total casino
expenses  incurred  in the  three  months  ended  September  30,  2004 and 2003,
respectively.  The cost of travel  expenses to rotate  personnel to and from the
ships  accounted for an increase of $18 thousand in expenses when comparing 2004
to 2003.

     The decrease in income tax expense is attributable to the assignment of the
concession agreements from CCI to CRI as of October 1, 2003. The income assigned
to CCI was taxed at a U.S.  effective  rate of  approximately  38%.  The  income
assigned to CRI, the Company's wholly owned subsidiary in Mauritius, is taxed at
the statutory  rate of 15%, less current tax credits of 12%,  resulting in a net
rate of 3%. This tax status was  effective  upon  incorporation,  September  25,
2003.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Corporate & Other
                                      For the three months   Increase  % Change
                                       ended September 30,  (Decrease)

    Dollar amounts in thousands      2004          2003
                                     ----          ----
    Operating Revenue
        Other                     $       78  $        -    $      78    100.0%
                                     --------    --------
    Net Operating Revenue                 78           -           78    100.0%

    Costs and Expenses
        Casino                             -           -            -         -
        General and administrative       829         529          300     56.7%
        Depreciation                       7          42         (35)    -83.3%
                                     --------    --------
                                         836         571          265     46.4%
                                     --------    --------
    Loss from unconsolidated
    subsidiary                          (45)           -           45    100.0%
                                     --------    --------
    Loss from operations               (803)       (571)        (232)     40.6%
    Interest expense                   (313)       (392)           79     20.2%
    Other income, net                    346          86          260    302.3%
    Non-operating items from
    unconsolidated subsidiary              6           -            6    100.0%
                                     --------    --------
    Loss before income taxes
    and minority interest              (764)       (877)        (113)    -12.9%
    Income tax benefit                 (358)       (392)           34     -8.7%
    Minority interest                   (25)           -         (25)         -
                                     --------    --------
    Net Loss                      $    (431)  $    (485)    $      54    -11.1%
                                     ========    ========
</TABLE>

     Revenue in the  corporate  and other  segment  for the three  months  ended
September 30, 2004 is comprised  exclusively  of fees paid by Casino  Millennium
under the technical services agreement.

                                      -37-
<PAGE>

     Included in the above  results are corporate  bonuses that were  previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations, the interest on debt incurred to fund the Company's acquisitions and
the repurchase of the Company's common stock, and related tax effects.  Included
on Other  income,  net for the three  months ended  September  30, 2004 is $0.26
million in interest  income on debt between CRL and CCA. The interest  income is
eliminated  against the interest  expense included in the South African segment;
consequently,   there   is  no   effect   on  the   consolidated   net   income.
Reclassifications  have been made to the Colorado and Corporate & Other segments
of the 2003 financial  information in order to conform to the 2004 presentation.
Additionally, general and administrative expenses increased quarter over quarter
largely due to an increase in the current year  estimate for  corporate  bonuses
based on management's current estimate of annual results.

     The decrease in depreciation  expense is attributable to the acquisition of
50% of CM.  Effective  January 3, 2004 CMB acquired an  additional  40% of CM by
contributing gaming equipment, valued at approximately $0.60 million. The gaming
equipment,  previously  allocated to and  depreciated  in the  Corporate & Other
segment,   is  depreciated   by  CM  and  therefore   affects  the  income  from
unconsolidated  subsidiary (see Note 8 to the condensed  consolidated  financial
statements).

     Minority  interest  is  comprised  of $24  thousand  for the 3.5%  minority
interest  in the  earnings  of CRL.  Income from  unconsolidated  subsidiary  is
comprised of the Company's 50% interest in CM earnings.


                                      -38-
<PAGE>



Results of Operations

Nine Months Ended September 30, 2004 vs. 2003
---------------------------------------------

Consolidated Results of Operations

     The  Company  reported  net  operating  revenue of $26.6  million and $23.2
million for the nine months  ended  September  30, 2004 and 2003,  respectively.
Casino revenue for the nine months ended  September 30, 2004 and 2003, was $26.2
million  compared  to $23.7  million,  respectively.  Casino  expense  was $10.1
million and $8.5 million for the nine months ended  September 30, 2004 and 2003,
respectively.  General and administrative  expense was $6.5 million for the nine
months  ended  September  30, 2004  compared to $5.7 million for the nine months
ended September 30, 2003. Depreciation expense was $2.1 million and $2.0 million
for the nine months ended September 30, 2004 and 2003, respectively.

     Total Company  earnings from  operations were $5.7 million and $5.1 million
for the nine months ended September 30, 2004 and 2003, respectively.

     Tax expense for the nine months ended  September 30, 2004 and 2003 was $1.3
million, and $1.4 million, respectively.

     The Company's net earnings for the nine months ended September 30, 2004 and
2003 were $3.3  million,  or $0.24 per  share,  and $2.4  million,  or $0.18 per
share, respectively.

     A discussion by business segment follows below.

                                      -39-
<PAGE>



Colorado

     The  operating  results of the Colorado  segment are those of  WMCK-Venture
Corp. and subsidiaries,  which own Womacks in Cripple Creek, Colorado.  Womacks'
results of operations for the nine months ended September 30, 2004 and 2003 were
as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                    For the nine months      Increase   % Change
                                     ended September 30,    (Decrease)
Dollar amounts in thousands          2004         2003
                                     ----         ----
Operating Revenue
    Casino                        $   15,503  $    16,151    $  (648)    -4.0%
    Hotel, food and beverage           1,202          954         248    26.0%
    Other (including promotional
    allowances)                      (2,714)      (2,859)         145     5.1%
                                     --------    ---------
Net operating revenue                 13,991       14,246       (255)    -1.8%
                                     --------    ---------
Costs and Expenses
    Casino                             5,190        5,042         148     2.9%
    Hotel, food and beverage             454          264         190    72.0%
    General and administrative         2,719        2,824       (105)    -3.7%
    Depreciation                       1,055        1,033          22     2.1%
                                     --------    ---------
                                       9,418        9,163         255    -2.8%
                                     --------    ---------
Earnings from operations               4,573        5,083       (510)   -10.0%
Interest (expense), net                   84         (13)          97  -746.2%
Other income, net                         43           65        (22)   -33.8%
                                     --------    ---------
Earnings before income taxes           4,700        5,135       (435)    -8.5%
Income tax expense                     1,786        1,951       (165)    -8.5%
                                     --------    ---------
Net Earnings                      $    2,914  $     3,184    $  (270)    -8.5%
                                     ========    =========
</TABLE>

     Excluded from the above results are corporate  bonuses that were previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations,  the interest on debt incurred to fund the purchase of the Company's
acquisitions  and the  repurchase of the Company's  common stock and related tax
effects.  Reclassifications have been made to the Colorado and Corporate & Other
segments  of the 2003  financial  information  in order to  conform  to the 2004
presentation.


                                      -40-
<PAGE>



     Operating  results for Womacks were impacted by the casino results detailed
below.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     Market Data

       For the nine months ended September 30,             2004          2003
                                                           ----          ----
       Market share of the Cripple Creek market              13.7%         14.9%
       Average number of slot machines                         641           625
       Market share of Cripple Creek gaming devices          14.2%         14.8%
       Average slot machine win per day                 86 dollars    93 dollars
       Cripple Creek average slot machine win per day   88 dollars    92 dollars
</TABLE>

     Womacks'  market share is 1.2  percentage  points lower than a year ago. In
June 2004 an  additional  casino  opened in Cripple  Creek,  bringing  the total
number of casino  licenses  to 19  compared to 17 at the same time last year and
reduced  Womacks'  market  share of gaming  devices by 4%. The Company has spent
approximately $3 million in 2004 to upgrade the product mix on the gaming floor,
improve the player tracking system and introduce cashless gaming machines. These
ongoing  improvements are expected to add to the customer experience and further
improve customer service. During the first nine months of 2004, Womacks replaced
approximately 149 slot machines and added 20 slot machines to the floor.

     During this period, the relative  percentage of personnel cost, device fees
and the cost of participation  machines to net operating revenue  contributed to
the erosion in earnings from operations.  Management  regularly  evaluates these
overhead costs to maintain a good cost benefit relationship.

     During  the  nine  months  ended   September  30,  2004,   Womacks   leased
approximately  an average of 39 slot  machines from  manufacturers,  on which it
pays a fee  calculated  as a  percentage  of the net win. All of the leases have
short term  commitment  periods not exceeding three months and are classified as
operating leases.  The leases can be cancelled with no more than 30 days written
notice. On a portion of the leases, the manufacturer is guaranteed a minimum fee
per day that can range from 15 dollars to 35  dollars  for the  duration  of the
lease.  In most  instances,  the branded games that are being  introduced to the
market are not available for purchase. For financial reporting purposes, the net
win on the slot  machines  is  included in our revenue and the amount due to the
manufacturer  is recorded as an expense,  in the period during which the revenue
is earned, as casino operating cost. Management makes its decisions to introduce
these  machines  based on the consumer  demand for the product.  The amount paid
under these  agreements  was $0.32 million and $0.32 million for the nine months
ended September 30, 2004 and 2003, respectively.

     Management continues to focus on marketing the casino through its Gold Club
in which  patrons can earn rewards that can be redeemed for  discounted  or free
meals,  rooms,  cash and other prizes, as well as through increased TV and radio
advertising.  Management  continues to refine the product by upgrading  both the
interior of the facilities, and modifying the slot machine mix.

                                      -41-
<PAGE>



Hotel, Food and Beverage

     Hotel revenue,  included in hotel, food and beverage revenue,  increased by
16.7%,  as a result of an increase in the hotel  occupancy rate to 98.5% in 2004
from 85.7% in 2003,  respectively.  All of the  revenue  generated  by the hotel
operations  is  derived  from  comps to  better  players,  the value of which is
included in promotional allowances.

     In May  2004,  Womacks  added an  additional  restaurant,  the  "Cut  Above
Buffet", on the second floor of the casino. The restaurant operates on a limited
schedule and provides an alternative menu for patrons of the casino. In the nine
months ended September 30, 2004 food and beverage  revenue  increased 36.0% when
compared to the same period in 2003. In the first quarter of 2003, the Gold Mine
restaurant  was closed and Bob's Grill was  expanded in order to provide  better
service  on the gaming  floor and  improve  accessibility.  The cost of food and
beverage promotional  allowances,  which are included in casino costs, decreased
to $0.84 million in the first nine months of 2004 from $.95 million in the first
nine months of 2003.  Overall cost of operating the "Cut Above Buffet"  accounts
for the significantly  higher percentage  increase in the combined cost of hotel
food and beverage when compared to the percentage  increase in the corresponding
revenue.  The "Cut Above Buffet" offers a premium menu,  incurring a higher cost
of sales, and has fulfilled the intention of attracting new customers to Womacks
Gold Club.

    Other

     The Company  allocated $0.91 million in interest expense to the Corporate &
Other  segment  during the first nine  months of 2004.  Interest  expense on the
amounts  advanced,  but not repaid,  to fund the Company's  acquisitions and the
repurchase of the Company's  common stock is calculated using the effective rate
on all  borrowings  under the RCF.  The  Company  reduces the  interest  expense
incurred  by WMCK  under the RCF by the  amount  of  interest  allocated  to the
Corporate & Other segment. The Company has not repaid the funds advanced for the
Company's  acquisitions  or the  repurchase of the Company's  common stock,  and
therefore the debt and accumulated  interest  allocated to the Corporate & Other
segment exceeded the total outstanding borrowing. As a result Womacks reported a
net negative $84 thousand in interest expense and debt issuance cost. During the
same period in 2003,  Womacks reported  interest expense and debt issuance cost,
of $13  thousand,  net of $1.1  million in  interest  expense  allocated  to the
Corporate & Other segment.  Such decrease is attributable to the decrease in the
weighted-average  interest  rate on the  borrowings  under  the  RCF,  including
effects of swap  agreements,  to 6.35% from 8.57% and a reduction in the average
outstanding  balance  under the RCF to $11.5 million in the first nine months of
2004 from $13.2 million in the first nine months of 2003.

     In January 2004, the Company sold a purchase  option  agreement that it had
held since 1999, which would have expired on September 30, 2004, to an unrelated
party for a sum of $0.20 million.  As a result of the  transaction,  the Company
recognized a pre-tax gain of $34.7 thousand in 2004,  which is included in Other
income, net.

     The Colorado segment  recognized income tax expense of $1.79 million in the
first nine months of 2004 versus $1.95 million in the first nine months of 2003,
principally the result of a decrease in earnings before income taxes.

                                      -42-
<PAGE>



South Africa

     The  operating  results of the South  African  segment are those of Century
Casinos Africa (Pty) Limited and its  subsidiaries,  primarily  Century  Casinos
Caledon (Pty) Limited, which owns the Caledon Hotel, Spa & Casino.

     Improvement  in the Rand  versus the dollar when  comparing  the first nine
months of 2004 to the first nine months of 2003 has had a positive impact on the
reported revenues and a negative impact on expenses.

                                      -43-
<PAGE>



     Operating  results in U.S.  dollars for the nine months ended September 30,
2004 and 2003 were as follows: (See next page for results in Rand)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                                    For the nine months      Increase   % Change
                                    ended September 30,     (Decrease)

Dollar amounts in thousands          2004          2003
                                     ----          ----
Operating Revenue
    Casino                       $     8,872   $    6,275    $  2,597     41.4%
    Hotel, food and beverage           1,995        1,616         379     23.5%
    Other (including promotional
    allowances)                        (285)        (218)        (67)     30.7%
                                     ---------    ---------
Net operating revenue                 10,582        7,673       2,909     37.9%
                                     ---------    ---------
Costs and Expenses
    Casino                             3,617        2,609       1,008     38.6%
    Hotel, food and beverage           1,791        1,578         213     13.5%
    General and administrative         1,491        1,077         414     38.4%
    Depreciation                         972          771         201     26.1%
                                     ---------    ---------
                                       7,871        6,035       1,836     30.4%
                                     ---------    ---------
Earnings from operations               2,711        1,638       1,073     65.5%
Interest expense                       (605)        (695)          90     12.9%
Other income, net                         96          127        (31)    -24.4%
                                     ---------    ---------
Earnings before Income Taxes           2,202        1,070       1,132    105.8%
   Provision for income taxes            635          387         248     64.1%
                                     ---------    ---------
Net Earnings                     $     1,567   $      683    $    884    129.4%
                                     =========    =========

CENTURY CASINOS AFRICA
Costs and Expenses
   General and administrative    $        58   $      271    $  (213)    -78.6%
                                     ---------     --------
(Income) Loss from operations           (58)        (271)         213    -78.6%
Interest Expense, net                  (261)            -       (261)         -
Other income, net                         18           24         (6)    -25.0%
                                     ---------     --------
Earnings before Income Taxes           (301)        (247)        (54)     21.9%
   Provision for income taxes           (88)         (68)        (20)     29.4%
                                     ---------     --------
Net Loss                         $     (213)   $    (179)    $   (34)     19.0%
                                     =========     ========
MINORITY INTEREST EXPENSE        $        -    $      (8)    $    (8)  -100.00%
                                      --------     --------
SOUTH AFRICA NET EARNINGS        $     1,354   $      496    $    858    172.9%
                                     =========     ========

Average exchange rate (Rand/USD)        6.56         7.71

</TABLE>

                                      -44-
<PAGE>



Operating  results in Rand for the nine months ended September 30, 2004 and 2003
are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

CALEDON
                                      For the nine months     Increase  % Change
                                      ended September 30,    (Decrease)

Rand amounts in thousands            2004           2003
                                     ----           ----
Operating Revenue
     Casino                       R   58,203    R   48,400    R   9,803    20.3%
     Hotel, food and beverage         13,076        12,485          591     4.7%
     Other (including promotional
     allowances)                     (1,834)       (1,614)        (220)    13.6%
                                     --------      --------
Net operating revenue                 69,445        59,271       10,174    17.2%
                                     --------      --------
Costs and Expenses
     Casino                           23,713        20,145        3,568    17.7%
     Hotel, food and beverage         11,753        12,191        (438)    -3.6%
     General and administrative        9,812         8,322        1,490    17.9%
     Depreciation                      6,384         5,950          434     7.3%
                                     --------      --------
                                      51,662        46,608        5,054    10.8%
                                     --------      --------
Earnings from operations              17,783        12,663        5,120    40.4%
Interest expense                     (3,984)       (5,385)        1,401   -26.0%
Other income, net                        633           991        (358)   -36.1%
                                     --------      --------
Earnings before Income Taxes          14,432         8,269        6,163    74.5%
Income tax expense                     4,168         2,997        1,171    39.1%
                                     --------      --------
Net Earnings                      R   10,264    R    5,272    R   4,992    94.7%
                                     ========      ========

CENTURY CASINOS AFRICA
Costs and Expenses
    General and administrative    R      404    R    2,083    R (1,679)   -80.6%
                                     --------      --------
Loss from operations                   (404)       (2,083)        1,679   -80.6%
Interest Expense, net                (1,680)             -      (1,680)        -
Other income, net                        122           185         (63)   -34.1%
                                     --------      --------
Earnings before Income Taxes         (1,962)       (1,898)         (64)     3.4%
   Provision for income taxes          (575)         (549)         (26)     4.7%
                                     --------      --------
Net Loss                          R  (1,387)    R  (1,349)    R    (38)    -2.8%
                                     ========      ========

MINORITY INTEREST EXPENSE         R        -    R     (71)    R    (71)        -
                                     --------      --------
SOUTH AFRICA NET EARNINGS         R    8,877    R    3,852    R   5,025   130.5%
                                     ========      ========

</TABLE>
                                      -45-
<PAGE>



Casino Market Data (in Rand)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     For the nine months ended September 30,          2004          2003
                                                      ----          ----
     Market share of the Western Cape market            5.9%          6.0%
     Market share of Western Cape gaming devices       11.2%         10.9%
     Average number of slot machines                     285           275
     Average slot machine win per day               680 Rand      589 Rand
     Average number of tables                              9             8
     Average table win per day                     2083 Rand    1,716 Rand
</TABLE>

     The Geographical differences which separate the casinos in the Western Cape
and the gaming board's license management, impacts the results reported above.

     The results  discussed  below are based on the Rand to eliminate the effect
of fluctuations in foreign currency exchange rates.

     The 20.3% increase in the casino revenue is  attributable to the successful
marketing  efforts  that include  introduction  of cash  couponing,  an expanded
smoking  section and improved  employee  and  management  training.  The Company
markets an array of amenities at the resort to its guests as a complement to the
gaming experience.  These currently include a 92-room hotel, a variety of dining
experiences,  the historic mineral hot spring and spa, the outdoor experience (a
team building facility) and an equestrian center.

     The 0.2  million  Rand  change  in  other  revenue  (including  promotional
allowances) is attributable to the  introduction of cash couponing in the second
quarter of 2003 and to the expanded use of player points to attract customers.

Hotel, Food and Beverage

     Conferences and other functions held at the resort play a significant  role
in the  operation of the hotel.  Management  is  attempting  to gain  additional
exposure  in this area  through  marketing  efforts.  A number of repairs in the
hotel infrastructure, including electrical and plumbing, were undertaken in 2003
in order to increase the quality of the facility.  Management has taken measures
to offset the  inflationary  pressures in South Africa which have driven up base
costs such as labor, supplies and utilities.

     Hotel revenue  decreased  2.0% in the first nine months of 2004 compared to
the first nine months of 2003.  The average  hotel  occupancy  rate in the first
nine  months of 2004 was 49.4%  compared  to 56.5% in the first  nine  months of
2003. Conference sales decreased 18.0%, while leisure sales improved 14.0%.

     In June  2004,  CCAL  added  a  fourth  restaurant  to the  already  varied
selection.  The most recent restaurant  offers patrons an Italian cuisine.  Food
and beverage  revenue  increased 10.0% in the first nine months of 2004 compared
to the  first  nine  months  of 2003,  as a result  of the  additional  food and
beverage facility, plus changes to operating hours and a general price increase.


Other

     The  decrease in general  and  administrative  expense at CCA is  primarily
related to the reduction in management services paid for and provided to CCAL.

                                      -46-
<PAGE>

     Interest expense for CCAL, including debt issuance cost, decreased 26.0% as
the principal balance of the term loans and capitalized  leases are repaid.  The
weighted-average  interest rate on the borrowings  under the ABSA loan agreement
was 16.9% in the first nine months of 2004 and 2003.  Income tax expense for the
current year has been reduced by 0.73 million  Rand as a result of an adjustment
to the prior years' tax liability.  Interest  expense,  net for CCA is comprised
exclusively  of interest on debt between CCA and CRL.  The  interest  expense is
eliminated  against the  interest  income  included in the  Corporate  and Other
segment; consequently, there is no effect on the consolidated net income.


Cruise Ships

     Cruise  ships'  operating  results for the nine months ended  September 30,
2004 and 2003 were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                         For the nine months  Increase  % Change
                                         ended September 30,  (Decrease)

    Dollar amounts in thousands            2004      2003
                                           ----      ----
    Operating Revenue
         Casino                        $   1,848  $   1,244   $  604     48.6%
         Other (including promotional
         allowances)                         111         41       70    170.7%
                                          -------    -------
    Net operating revenue                  1,959      1,285      674     52.5%
                                          -------    -------

    Costs and Expenses
         Casino                            1,325        846      479     56.6%
         General and administrative            -          3      (3)
         Depreciation                         67         56       11     19.6%
                                          -------    -------
                                           1,392        905      487     53.8%
                                          -------    -------
    Earnings from operations                 567        380      187     49.2%
    Other income, net                          -         15     (15)   -100.0%
                                          -------    -------
    Earnings before income taxes             567        395      172     43.5%
    Income tax expense                        17        150    (133)    -88.7%
                                          -------    -------
    Net Earnings                       $     550  $     245   $  305    124.5%
                                          =======    =======
</TABLE>

     In the first nine months of 2004, the Company  operated  casinos on a total
of eight ships:  four on Silversea  Cruises,  one on the World of ResidenSea and
three on Oceania  Cruises,  compared to a total of seven  ships  during the same
period in 2003. Two ships, the Silver Cloud and the Insignia, resumed operations
late in the first quarter of 2004.  The Silver Cloud,  a cruise ship operated by
Silversea  Cruises,  resumed its  operations  on March 27, 2004  following  five
months of periodic maintenance.  The Insignia, a cruise ship operated by Oceania
Cruises,  resumed its  operations  on March 29, 2004  following  its  five-month
inaugural voyage,  which ended in September 2003. On April 10, 2004, the Company
opened a casino aboard the Nautica,  a cruise ship operated by Oceania  Cruises.
The casino is equipped with 42 slot machines and three gaming tables.

     We experience  severe  fluctuations in the revenue generated on each cruise
depending  on the number and quality of the players  and  passengers.  This is a
condition that we do not control. In

                                      -47-
<PAGE>

August 2004 the Silver Wind  suffered a $50  thousand  loss to a single  player,
almost  3% of the  total  ship  casino  revenue  for the  period,  significantly
reducing the earnings from  operations  for the nine months ended  September 30,
2004.

     Concession  fees  paid  to  the  ship  operators  in  accordance  with  the
agreements  accounted  for $0.73  million and $0.41  million of the total casino
expenses  incurred in the first nine months ended  September  30, 2004 and 2003,
respectively.  The cost of travel  expenses to rotate  personnel to and from the
ships  accounted for an increase of $23 thousand in expenses when  comparing the
first nine  months of 2004 to 2003.  Ship  personnel  are rotated on and off the
ships and the end of their  contracts or as needed.  In the first nine months of
2004  there  were two  ships out of  service  for a period  of two  months  each
compared to three ships that were out of service for periods  ranging from three
to five months in 2003,  accounting  for the  majority if the increase in casino
expenses in the ship segment.

     The decrease in income tax expense is attributable to the assignment of the
concession agreements from CCI to CRI as of October 1, 2003. The income assigned
to CCI was taxed at a U.S.  effective  rate of  approximately  38%.  The  income
assigned to CRI, the Company's  wholly owned  subsidiary in Mauritius,  is taxed
the statutory  rate of 15%, less current tax credits of 12%,  resulting in a net
rate of 3%.

                                      -48-
<PAGE>

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


       Corporate & Other
                                      For the nine months     Increase  % Change
                                       ended September 30,   (Decrease)

    Dollar amounts in thousands        2004         2003
                                       ----         ----
    Operating Revenue
        Other                      $       115  $         8   $    107   1337.5%
                                      ---------    ---------
    Net Operating Revenue                  115            8        107   1337.5%

    Costs and Expenses
        Casino                               -            -          -         -
        General and administrative       2,226        1,571        655     41.7%
        Depreciation                        20          126      (106)    -84.1%
                                      ---------    ---------
                                         2,246        1,697        549     32.4%
                                      ---------    ---------
    Income from unconsolidated
    subsidiary                               6            -          6    100.0%
                                      ---------    ---------
    Loss from operations               (2,125)      (1,689)      (436)     25.8%
    Interest expense                     (935)      (1,112)      (177)    -15.9%
    Other income, net                      522          267        255     95.5%
    Non-operating items from
    unconsolidated subsidiary              (2)            -        (2)    100.0%
                                      ---------    ---------
    Loss before income taxes
    and minority interest              (2,540)      (2,534)        (6)     -0.2%
    Income tax benefit                 (1,062)      (1,029)       (33)     -3.2%
    Minority interest                     (56)            -       (56)    100.0%
                                      ---------    ---------
    Net Loss                       $   (1,534)  $   (1,505)   $   (29)     -1.9%
                                      =========    =========
</TABLE>

     Revenue  in the  corporate  and other  segment  for the nine  months  ended
September  30,  2004 and 2003 is  comprised  exclusively  of fees paid by Casino
Millennium under the technical services agreement.

     Included in the above  results are corporate  bonuses that were  previously
charged to Womacks,  but which are attributable to the  consolidated  results of
operations, the interest on debt incurred to fund the Company's acquisitions and
the repurchase of the Company's common stock, and related tax effects.  Included
on Other  income,  net for the nine  months  ended  September  30, 2004 is $0.26
million in interest  income on debt between CRL and CCA. The interest  income is
eliminated  against the interest  expense included in the South African segment;
consequently,   there   is  no   effect   on  the   consolidated   net   income.
Reclassifications  have been made to the Colorado and Corporate & Other segments
of the 2003 financial  information in order to conform to the 2004 presentation.
Additionally,  general and  administrative  expenses increased year to date 2004
over year to date 2003 largely due to an increase in the current  year  estimate
for corporate bonuses based on management's current estimate of annual results.

     The decrease in depreciation  expense is attributable to the acquisition of
50% of CM.  Effective  January 3, 2004,  the Company  through  its  wholly-owned
subsidiary,  CMB,  acquired  an  additional  40%  of CM by  contributing  gaming
equipment,   valued  at  approximately  $0.60  million.  The  gaming

                                      -49-
<PAGE>

equipment,  previously  allocated to and  depreciated  in the  Corporate & Other
segment,   is  depreciated   by  CM  and  therefore   affects  the  income  from
unconsolidated  subsidiary (see Note 8 to the condensed  consolidated  financial
statements).

     Minority  interest  is  comprised  of $56  thousand  for the 3.5%  minority
interest  in the  earnings  of CRL.  Income from  unconsolidated  subsidiary  is
comprised of the Company's 50% interest in CM earnings.

Liquidity and Capital Resources

     Cash and cash  equivalents  totaled $5.0 million  plus  restricted  cash of
$0.62 million at September 30, 2004, and the Company had deficit working capital
of  $1.37  million.  Additional  liquidity  may be  provided  by  the  Company's
revolving credit facility ("RCF") with Wells Fargo Bank, under which the Company
had a total  commitment  of $26 million  ($20.95  million  net of the  quarterly
reduction)  and unused  borrowing  capacity of  approximately  $9.72  million at
September  30, 2004.  The maturity  date of the  borrowing  commitment is August
2007. Subsequent to September 30, 2004 an amendment to the RCF changed aggregate
commitment reduction schedule under the RCF. Effective with the amendment, there
will be no quarterly reduction until July 1, 2005. The available balance will be
reduced by $0.3 million for two quarters beginning July 1, 2005, by $0.6 million
for two quarters  beginning January 1, 2006, and finally by $0.72 million at the
beginning of each quarter  beginning July 1, 2006 until maturity in August 2007.
The change in the scheduled  reduction  provides the Company with  approximately
$3.3 million additional  availability over the next one and three quarter years.
The Company has the flexibility to use the funds for various  business  projects
and investments.

     For the nine months ended  September  30, 2004,  cash provided by operating
activities was $5.8 million compared with $3.9 million in the prior-year period.
Please  refer  to the  condensed  consolidated  statements  of  cash  flows  and
management's discussion of the results of operation by segment.

     Cash used in investing activities of $3.5 million for the first nine months
of 2004 include $0.4 million towards the upgrade of the slot accounting  system,
$1.9  million  towards new slot games,  $48 thousand for new slot stools and $24
thousand for restaurant  equipment at Womacks,  $0.9 million in  improvements to
the property in Caledon,  South Africa,  $0.17 million in expenditures to outfit
the cruise ships and $0.3 million in expenditures for other  long-lived  assets,
less $0.2  million in  proceeds  from the  disposition  of assets.  Cash used in
investing activities of $2.7 million for the first nine months of 2003 consisted
of: $0.7 million  towards the expansion of the Womacks casino at the rear of the
property that was completed in the second quarter of 2003,  providing additional
gaming  space;  $0.5  million for  additional  improvements  to the  property in
Caledon,  South Africa,  including $61 thousand additional  capitalized building
costs related to the original construction; $1.3 million towards the purchase of
the  remaining  35% interest in Century  Casinos  Caledon  (Pty)  Limited,  $1.0
million of which was applied against the minority shareholder liability and $0.3
million of which  increased  the  carrying  value of the land in  Caledon;  $0.2
million  principally for outfitting one of the two new casinos aboard the luxury
cruise ships  operated by Oceania and to finish  re-outfitting  the Silver Wind;
$0.3  million  due to  expenditures  for other  long-lived  assets,  net of $0.3
million  in  proceeds  from the  disposition  of assets;  and a decrease  of $49
thousand in restricted cash.

     Cash used in financing activities of $2.1 million for the first nine months
of 2004  consisted of net  repayments  of $0.5 million  under the RCF with Wells
Fargo,  net  repayments  of $1.1  million  under the loan  agreement  with ABSA,
repayment  of a  $0.4  million  from  a  founding  shareholder,  and  other  net
repayments  of $0.2  million,  less net  borrowing of $90 thousand from a former
director and $2 thousand in proceeds  from the exercise of stock  options.  Cash
used in financing  activities  of $2.2

                                      -50-
<PAGE>

million for the first nine months of 2003  consisted of net  borrowings  of $0.4
million  under the RCF with Wells Fargo plus $8  thousand  in proceeds  from the
exercise of stock  options,  less net  repayments of $0.9 million under the loan
agreement  with  ABSA,  $1.3  million  to  acquire  a loan  to  CCAL  held by an
unaffiliated  minority  shareholder;  $1.0  million  towards the  repurchase  of
Company's stock on the open market at cost; $0.3 million towards the purchase of
132,184 shares of common stock from a former  director,  at a per share price of
$2.26; and other net repayments of $0.4 million.

     In January 2000,  CCI entered into an agreement  with Novomatic AG in which
CCI received an option to purchase seven eighths of the shares that Novomatic AG
purchased  in  Silverstar  at a price equal to 85% of their fair market value at
the time of exercise.  The  agreement has  subsequently  been amended two times,
most  recently in October 2004  eliminating  the put option held by Novomatic AG
transferring  the rights  under the  agreement  from CCI to CRL and amending the
call option  under which CRL can require can require  Novomatic AG to sell seven
eighths of its shares in  Silverstar  to CRL. CRL can exercise the option for $1
million  even if the  Silverstar  casino is not  operational  at the time of the
exercise.  The  price of the  option  cannot  be  determined  for the  remaining
situations at this time.  If the  transaction  were to be  completed,  CRL would
acquire a 7% interest in Silverstar from Novomatic AG.

     CRA  has  submitted  an  application  to  the  Alberta  Gaming  and  Liquor
Commission  ("AGLC") for an additional  casino  facility  license in the greater
Edmonton area. The first phase of the proposed project,  The Celebrations Casino
and Hotel, is planned to include a casino, food and beverage amenities, a dinner
theater,  a 300 space  underground  parking garage and a 40-room  hotel.  CRA is
owned by CRI  (previously  named CRL), a wholly owned  subsidiary of the Company
and by 746306  Alberta  Ltd,  the owners of the 7.25 acre  property and existing
hotel which will be developed  into the  Celebrations  project,  if a license is
awarded  and all other  approvals  and funding are  obtained.  The  Celebrations
Casino  and Hotel  Project  proposed  by CRA is valued  at 22  million  Canadian
dollars ($17.4  million),  including the  contribution of the existing hotel and
property, valued at 2.5 million Canadian dollars ($2.0 million) by the owners of
the existing hotel and an approximately 3 million Canadian dollar ($2.4 million)
cash  contribution  by the Company  which will be funded  through the  revolving
credit facility with Wells Fargo Bank. The remaining cost of the project will be
funded through new project  financing.  On April 19, 2004, the Company announced
that CRA had been  selected as the only one of nine  applicants  to move to step
seven of eight  steps of the  casino  licensing  process in  Edmonton,  Alberta,
Canada.  This is not an approval  or a  guarantee  that the CRA will be issued a
casino facility license.  Step seven is the  "Investigation  stage of the Casino
Facility Application Process" which is a thorough due diligence investigation of
the  applicant  and the key  persons  associated  with  the  selected  proposal.
Although  the Company  cannot  predict how long the due  diligence  process will
take,  once step seven is  successfully  completed,  the  eighth  step will be a
recommendation to the Board of the AGLC, by the evaluating committee,  regarding
issuance of a casino facility license. There is no assurance that a license will
be issued to CRA.

     On October 13, 2004, the Company  announced that it has signed an agreement
with Central City Venture LLC  ("Tollgate")  to develop and operate a casino and
hotel in Central City, Colorado. The proposed $40.0 million development includes
a 60,000 square foot facility with 625 slot machines,  six table games, 35 hotel
rooms,  retail,  food and beverage  amenities  and a 500-space  on-site  covered
parking  garage  connected  to  the  casino  by  an  environmentally  controlled
pedestrian walkway. The Company's  contribution to the proposed project includes
an initial  cash  capital  contribution  of $3.5  million,  which will be funded
through the  revolving  credit  facility  with Wells Fargo Bank, in return for a
controlling 65% interest. The Company's partner, Tollgate, will contribute three
existing  non-operating  casino buildings,  land and land options.  We expect to
fund  the  remaining  cost  of  the  project  through  new  project   financing.
Additionally, CRI entered into a Casino Services Agreement to

                                      -51-
<PAGE>

manage the property.  Closing of the agreement and  completion of the project is
subject to various  conditions  and  approvals,  including,  but not  limited to
securing acceptable financing,  satisfactory environmental studies, licensing by
the Colorado  Division of Gaming,  Century Casinos' Board approval and other due
diligence.

     On October 18, 2004, the Company announced that it signed an agreement with
the owners of Landmark Gaming LLC of Franklin County, Iowa, to jointly submit as
co-applicant  with  the  Franklin  County  Development   Association  (FCDA)  an
application  to the Iowa  Racing and  Gaming  Commission  (IRGC) to develop  and
operate a moored  barge  casino,  hotel and  entertainment  facility in Franklin
County,  Iowa. The proposed project includes a casino with approximately  40,000
square feet of total space,  120 hotel rooms, 600 covered parking spaces and 375
surface  parking  spaces.  The Company's  contribution to the project at closing
will include an initial cash capital  contribution of $1.25 million,  which will
be funded through the revolving credit facility with Wells Fargo Bank, in return
for a 40% interest.  The current owners of Landmark  Gaming will  contribute the
land and land options in return for 60% ownership. Additionally, an affiliate of
the Company will enter into a Casino  Services  Agreement to manage the property
in return for a share in gross  revenues  plus a share in EBITDA.  The Company's
cash  contribution  and the  beginning  of  construction  are subject to various
conditions and approvals, including, but not limited to awarding of a license by
the IRGC,  securing  acceptable  financing  and other due  diligence.  We do not
expect the IRGC to complete their selection process before December 31, 2004.

     In January 2004, the Company signed  commitments  for gaming  equipment and
upgrades to its slot accounting  system at Womacks totaling  approximately  $3.0
million.  As of  September  30, 2004 the Company  has  expended or accrued  $2.9
million towards the commitments.

     The Company's  Board of Directors has approved a  discretionary  program to
repurchase up to $5 million of the Company's  outstanding  common stock.  During
the first nine months of 2004,  the Company did not  purchase  any shares of its
common stock on the open market.  Through  September  30, 2004,  the Company had
repurchased   2,559,004   shares  of  its  common  stock  at  a  total  cost  of
approximately $3.8 million.

     Management believes that the Company's cash at September 30, 2004, together
with expected cash flows from operations,  its borrowing  capacity under the RCF
and its ability to secure  additional  project  financing with competitive terms
will  be  sufficient  to  fund  its  anticipated  capital  expenditures,  pursue
additional business growth opportunities for the foreseeable future, and satisfy
its debt repayment  obligations.  There is a risk that the Company cannot obtain
the financing necessary to pursue the proposed projects in Central City Colorado
and Iowa.

Critical Accounting Policies

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

Consolidation - The accompanying  consolidated  financial statements include the
accounts  of  CCI  and  its   majority-owned   subsidiaries.   All   significant
intercompany  transactions  and balances  have been  eliminated.  The  financial
statements of all foreign  subsidiaries  consolidated herein have been converted
to US GAAP for  financial  statement  presentation  purposes.  Accordingly,  the
consolidated financial statements are presented in accordance with US GAAP.

                                      -52-
<PAGE>

In January 2004,  the Company  adopted FASB revised  Interpretation  46 ("FIN 46
(R)"),  "Consolidation  of  Variable  Interest  Entities".  FIN 46(R)  addresses
consolidation  issues by business  enterprises of variable  interest entities in
which 1) the equity interest at risk is not sufficient to finance its activities
without additional  subordinated financial support, 2) the equity investors lack
one or more essential  characteristics of a controlling financial interest or 3)
the equity  investors  have voting  rights that are not  proportionate  to their
economic  interest.  The Company has  determined  that CM (Note 8) is a variable
interest  entity as defined by FIN 46 (R). The Company has also  determined that
it is not the primary  beneficiary as defined by FIN 46 (R) and has,  therefore,
accounted for the Company's 50% interest in CM under the equity method.

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 unless their
collectability  is doubtful,  in which case they are recognized on a cash basis.
The incremental amount of unpaid progressive  jackpot is recorded as a liability
and a reduction of casino  revenue in the period  during  which the  progressive
jackpot increases.

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

SFAS No. 142 "Goodwill and Other Intangible  Assets"  addresses the methods used
to capitalize, amortize and to assess impairment of intangible assets, including
goodwill resulting from business  combinations  accounted for under the purchase
method.  Effective  with the  adoption  of SFAS No.  142,  the Company no longer
amortizes  goodwill and other  intangible  assets with indefinite  useful lives,
principally   deferred   casino  license  costs.  In  evaluating  the  Company's
capitalized casino license cost related to CCAL, which comprises principally all
of its other intangible  assets,  management  considered all of the criteria set
forth in SFAS No. 142 in determining its useful life. Of particular significance
in that evaluation was the existing  regulatory  provision for annual renewal of
the  license  at minimal  cost and the  current  practice  of the  Western  Cape
Gambling and Racing Board  ("Board")  of granting  such  renewals as long as all
applicable  laws are  complied  with,  as well as  compliance  with the original
conditions of the casino operator license as set forth by the Board. Among other
things, the Company also evaluated the following criteria;  1) the high value of
the assets it has  placed in service  and the  significant  barrier  that a high
initial  investment poses to potential  competitors,  2) the future potential of
the resort property,  3) the unique  attraction of the resort  property,  4) the
dependence  of the hotel and other  amenities  of the resort  property  upon the
casino  operation,  and 5) the  intentions  of the Company to operate the casino
indefinitely. Based on its evaluation, the Company has deemed the casino license
costs to have an indefinite life.  Goodwill recognized in the acquisition of 40%
of the  outstanding  stock of CM,  which has been  accounted  for on the  equity
method,  was  $0.57  million.  Included  in  assets  at  September  30,  2004 is
unamortized  goodwill of  approximately  $8.67  million and  unamortized  casino
license  costs of  approximately  $1.88  million.  The Company will  continue to
assess  goodwill  and  other  intangibles  for  impairment  at  least  annually.
Management  has not identified  any  impairment  indicators  with respect to the
casino license or goodwill  during the three and nine months ended September 30,
2004.

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

                                      -53-
<PAGE>

The carrying value of the non-operating  property held for sale in Wells Nevada,
is subject to periodic  evaluation.  The property has been listed for sale since
April  1998.  In  2001 we  attempted  to  reach  agreement  with  an  interested
third-party  that would have recouped our investment  through a long-term  lease
agreement  that contained a purchase  option,  which enabled us to conclude that
the carrying value was still reasonable. We could not reach an agreement and, as
the result of no further  activity,  reduced  the value of the  property  to its
estimated fair value in 2002. An appraisal of the property,  which was completed
on January 26,  2004,  continues  to support the net fair value of the assets as
recorded in the Consolidated Balance Sheet as of September 30, 2004.

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

                                      -54-
<PAGE>

CENTURY CASINOS, INC. AND SUBSIDIARIES
Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
--------------------------------------------------------------------------------

     We are  exposed to market risk  principally  related to changes in interest
rates and foreign  currency  exchange rates. To mitigate some of these risks, we
utilize derivative financial instruments to hedge these exposures. We do not use
derivative financial instruments for speculative or trading purposes. All of the
potential  changes noted below are based on  information  available at September
30, 2004. Actual results may differ materially.

Interest Rate Sensitivity

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

     In order to minimize the risk of increases in the prime rate or LIBOR,  the
Company  has one  remaining  interest-rate  swap  agreement  on a total  of $4.0
million  notional  amount of debt. In 1998, the Company entered into a five-year
interest  rate swap  agreement  that  matured on October 1, 2003 on $7.5 million
notional  amount of debt under the RCF,  whereby the Company paid a  LIBOR-based
fixed rate of 5.55% and received a  LIBOR-based  floating  rate reset  quarterly
based on a  three-month  rate.  In May 2000,  the Company  entered into a second
five-year  interest  rate swap  agreement  which matures on July 1, 2005 on $4.0
million  notional  amount of debt  under the RCF,  whereby  the  Company  pays a
LIBOR-based  fixed rate of 7.95% and receives a LIBOR-based  floating rate reset
quarterly  based on a  three-month  rate.  Generally,  the swap  arrangement  is
advantageous  to the Company to the extent that interest  rates  increase in the
future and  disadvantageous  to the extent  that they  decrease.  Therefore,  by
entering into the interest rate swap  agreements,  we have a cash flow risk when
interest  rates drop.  With the  expiration  of the swap  agreement  on the $7.5
million notional amount of debt on October 1, 2003, each  hypothetical 100 basis
point increase  results in an increased use of $40 thousand in cash on an annual
basis. In an environment of falling  interest rates, as we have seen in the last
two years, the swap agreements are disadvantageous.  Without the swap agreements
the  weighted-average  interest  rate  on the RCF for  the  three  months  ended
September  30, 2004 and 2003 would have been 4.60% and 4.47%,  respectively  and
for the nine months ended  September 30, 2004 and 2003 would have been 4.01% and
4.00%.  The Company has not entered into any new swap  agreements  subsequent to
September 30, 2004.

Foreign Currency Exchange Risk

     A total of 39.7% of our  revenue for the nine months  ended  September  30,
2004 was derived from our South African  operations and principally  denominated
in South  African  Rand.  A total of 39.4% of our  expenses  for the nine months
ended September 30, 2004 were paid in currencies  other than US dollars of which
37.9%  were paid in South  African  Rand and 1.5%  were  paid in  Euros.  Our US
operations  generate  revenues  denominated  in US  dollars.  If an  arrangement
provides for us to receive payments in a foreign currency, revenue realized from
such an arrangement may be lower if the value of such foreign currency declines.
Similarly,  if an  arrangement  provides  for us to make  payments  in a foreign
currency, cost of services and operating expenses for such an arrangement may be
higher if the value of such  foreign  currency  increases.  For  example,  a 10%
change in the relative value of such foreign  currency could cause a related 10%
change in our  previously  expected  revenue,  cost of services,  and  operating
expenses.  If the international  portion of our business continues to grow, more
revenue and expenses will be denominated in foreign currencies,  which increases
our exposure to  fluctuations  in currency  exchange  rates.  We have not hedged
against  foreign  currency  exchange rate changes  related to our  international
operations.

                                      -55-
<PAGE>






CENTURY CASINOS, INC. AND SUBSIDIARIES

--------------------------------------------------------------------------------

Item 4. CONTROLS AND PROCEDURES

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

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







                     * * * * * * * * * * * * * * * * * * * *


                                      -56-
<PAGE>



                                     PART II

OTHER INFORMATION

Item 1. - 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.

Items 2 to 5 - None

Item 6. - Exhibits and Reports on Form 8-K
              (a) Exhibits - The following exhibits are filed herewith:

              10.132 Contribution  agreement dated as of October 12, 2004 among
                    Century Casinos Tollgate Inc.,  Tollgate  Venture,  LLC, KJE
                    Investments, LLC, Central City Venture, LLC, and CC Tollgate
                    LLC.

              10.133 Limited  Liability  Company  Agreement  of CC Tollgate LLC
                    dated as of October 12, 2004.

              10.134 Casino  Services  Agreement by and between CC Tollgate LLC
                    and Century Resorts  International Limited dated October 12,
                    2004.

              10.135 Memorandum of  Understanding by and between Gayle Burnett,
                    Roger  Burnett,  B. Michael Dunn and Century  Casinos,  Inc.
                    dated October 13, 2004.

              10.136 Third Amendment to Restated Credit Agreement dated October
                    27, 2004 among WMCK Venture Corp.,  Century  Casinos Cripple
                    Creek,  WMCK Acquisition  Corp.,  Century Casinos,  Inc. and
                    Wells Fargo Bank, N.A.

              10.137 Amended and Restated Brokerage Agreement between Novomatic
                    AG and  Century  Resort  Limited  (rights  transferred  from
                    Century Casinos Inc.) dated October 1, 2004

              10.138 Employment  agreement by and between  Century Casinos Inc.
                    and Mr. Richard S. Rabin,  Chief  Operating  Officer,  North
                    America dated July 19, 2004

              31.1 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002,  Chairman  of the  Board  and  Chief  Executive
                    Officer.

              31.2 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002, Vice-Chairman and President.

              31.3 Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002, Chief Accounting Officer.

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

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

              32.3 Certification  pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002, Chief Accounting Officer

                                      -56-
<PAGE>



         (b) Reports on Form 8-K:

          On July 30, 2004,  the  Registrant  furnished a Current Report on Form
          8-K,  reporting  Item 12, in which it  announced  it had posted to its
          website  a  presentation  of  the  review  of  financial   results  of
          operations and financial condition as of and for the period ended June
          30, 2004.



SIGNATURES:

Pursuant to the Securities  Exchange Act of 1934, the Registrant has duly caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.

CENTURY CASINOS, INC.

/s/  Larry Hannappel
---------------------------
Larry Hannappel
Chief Accounting Officer
Date: October 28, 2004



                                      -57-