**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 1934For
                  the quarterly period endedSeptember
                  30, 2005OR_______TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the transition period from ____________ to ___________Commission
                  filenumber0-22290**CENTURY
                  CASINOS, INC.**
                (Exact
                  name of registrant as specified in its charter)DELAWARE
                (State
                  or other jurisdiction of incorporation or organization)
              
              84-1271317
                (I.R.S.
                  Employer 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)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 NoIndicate
                  by check mark whether the registrant is an accelerated filer (as
                  defined
                  in Rule 12b-2 of the Exchange Act). Yes_X_ No __Indicate
                  by check mark whether the registrant is a shell company (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, 22,380,567 outstanding as of November 3,
                  2005.
  
  *--1--*
  
    **CENTURY
        CASINOS, INC.**
 **FORM
        10-Q**
 **INDEX**
 PagePART
                  I
              
              FINANCIAL
                  INFORMATION (unaudited)
              NumberItem
                  1.
              
              Condensed
                  Consolidated Financial StatementsCondensed
                  Consolidated Balance Sheets as of
                September
                  30, 2005 and December 31, 2004
              3Condensed
                  Consolidated Statements of Earnings for the Three and Nine Months
                  Ended
                  September 30, 2005 and 2004
              4Condensed
                  Consolidated Statements of Comprehensive Earnings for the Three
                  and Nine
                  Months Ended
                September
                  30, 2005 and 2004
              5Condensed
                  Consolidated Statements of Cash Flows for the Nine Months Ended
                  September
                  30, 2005 and 2004
              6Notes
                  to Condensed Consolidated Financial Statements
              8Item
                  2.
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              28Item
                  3.
              
              Quantitative
                  and Qualitative Disclosures About Market Risk
              47Item
                  4.
              
              Controls
                  and Procedures
              48PART
                  II
              
              OTHER
                  INFORMATION (unaudited)Item
                  1.
              
              Legal
                  Proceedings
              49Item
                  6.
              
              Exhibits
              49SIGNATURES
              50
  *--2--*
  **CENTURY
        CASINOS, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED BALANCE SHEETS (Unaudited)**
 *Amounts
                  in thousands, except for share information*
              **September
                  30, 2005**
              
              **December
                  31, 2004****ASSETS****Current
                  Assets:**Cash
                  and cash equivalents
              $
              17,686
              
              $
              8,411Restricted
                  cash
              
              -
              
              
              706Receivables,
                  net
              
              293
              
              
              193Prepaid
                  expenses
              
              828
              
              
              437Inventories
              
              175
              
              
              215Other
                  current assets
              
              27
              
              
              28Deferred
                  income taxes - domestic
              
              692
              
              
              97-
                  foreign
              
              154
              
              
              88Total
                  current assets
              
              19,855
              
              
              10,175**Property
                  and Equipment, net**
              
              57,838
              
              
              48,629**Goodwill,
                  net**
              
              8,670
              
              
              8,845**Casino
                  Licences**
              
              1,936
              
              
              2,157**Deferred
                  Income Taxes - foreign**
              
              240
              
              
              207**Equity
                  Investment in Unconsolidated Subsidiary**
              
              -
              
              
              116**Other
                  Assets**
              
              1,450
              
              
              1,075**Total**
              $
              89,989
              
              $
              71,204
  **LIABILITIES
                  AND SHAREHOLDERS’ EQUITY****Current
                  Liabilities:**Current
                  portion of long-term debt
              $
              4,867
              
              $
              2,534Accounts
                  payable and accrued liabilities
              
              4,503
              
              
              3,548Accrued
                  payroll
              
              1,160
              
              
              1,372Taxes
                  payable
              
              928
              
              
              711Other
              
              -
              
              
              102Total
                  current liabilities
              
              11,458
              
              
              8,267**Long-Term
                  Debt, less current portion**
              
              28,821
              
              
              17,970**Other
                  Non-current Liabilities**
              
              123
              
              
              -**Deferred
                  Tax Liability - domestic**
              
              211
              
              
              234**Minority
                  Interest**
              
              5,677
              
              
              4,354**Commitments
                  and Contingencies****Shareholders’
                  Equity:**Preferred
                  stock; $.01 par value; 20,000,000 sharesauthorized;
                  no shares issued or outstanding
              
              -
              
              
              -Common
                  stock; $.01 par value; 50,000,000 shares authorized;15,435,776
                  and 14,485,776 shares issued, respectively;15,247,900
                  and 13,694,900 shares outstanding, respectively
              
              154
              
              
              145Additional
                  paid-in capital
              
              22,455
              
              
              21,528Accumulated
                  other comprehensive earnings
              
              2,808
              
              
              4,597Retained
                  earnings
              
              18,707
              
              
              15,91044,124
              
              
              42,180Treasury
                  stock - 187,876 and 790,876 shares at cost, respectively
              
              (425)
              
              
              (1,801)Total
                  shareholders’ equity
              
              43,699
              
              
              40,379**Total**
              $
              89,989
              
              $
              71,204
 
 See
        notes
        to condensed consolidated financial statements.
  *--3--*
 CENTURY
      CASINOS, INC. AND SUBSIDIARIES  **CONDENSED
        CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)**
 **For
                  The Three Months Ended**
                **September
                  30,**
              **For
                  The Nine Months Ended**
                **September
                  30,***Amounts
                  in thousands, except for share information*
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****Operating
                  Revenue:**Casino
              $
              9,784
              $
              9,349
              $
              27,572
              $
              26,223Hotel,
                  food and beverage
              
              1,242
              
              1,258
              
              3,411
              
              3,197Other
              
              186
              
              271
              
              557
              
              57711,212
              
              10,878
              
              31,540
              
              29,997Less
                  promotional allowances
              
              1,182
              
              1,202
              
              3,374
              
              3,309Net
                  operating revenue
              
              10,030
              
              9,676
              
              28,166
              
              26,688**Operating
                  Costs and Expenses:**Casino
              
              3,749
              
              3,655
              
              10,751
              
              10,128Hotel,
                  food and beverage
              
              729
              
              843
              
              2,084
              
              2,245General
                  and administrative
              
              2,760
              
              2,299
              
              8,235
              
              6,505Property
                  write-downs and other write-offs, net of recoveries
              
              -
              
              -
              
              (30)
              
              -Depreciation
              
              847
              
              732
              
              2,637
              
              2,114Total
                  operating costs and expenses
              
              8,085
              
              7,529
              
              23,677
              
              20,992**(Loss)
                  earnings from unconsolidated subsidiary**
              
              -
              
              (45)
              
              (109)
              
              6**Earnings
                  from Operations**
              
              1,945
              
              2,102
              
              4,380
              
              5,702**Non-Operating
                  Income (Expense):**Interest
                  income
              
              34
              
              37
              
              122
              
              128Interest
                  expense
              
              (471)
              
              (389)
              
              (1,439)
              
              (1,201)Early
                  debt repayment expense
              
              (181)
              
              -
              
              (181)
              
              -Other
                  (expense) income, net
              
              (3)
              
              -
              
              2
              
              1Non-operating
                  items from unconsolidated subsidiary
              
              -
              
              6
              
              (4)
              
              (2)Non-operating
                  expense, net****
              
              (621)
              
              (346)
              
              (1,500)
              
              (1,074)**Earnings
                  before Income Taxes and Minority Interest**
              
              1,324
              
              1,756
              
              2,880
              
              4,628Provision
                  for income taxes
              
              492
              
              498
              
              638
              
              1,288**Earnings
                  before Minority Interest**
              
              832
              
              1,258
              
              2,242
              
              3,340Minority
                  interest in subsidiary losses (earnings)
              
              449
              
              (25)
              
              555
              
              (56)**Net
                  Earnings**
              $
              1,281
              $
              1,233
              $
              2,797
              $
              3,284**Earnings
                  Per Share:**Basic
              $
              0.09
              $
              0.09
              $
              0.20
              $
              0.24Diluted
              $
              0.08
              $
              0.08
              $
              0.17
              $
              0.21
 
 See
        notes
        to condensed consolidated financial statements.
  *--4--*
 CENTURY
      CASINOS, INC. AND SUBSIDIARIES  **CONDENSED
        CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited)**
 
 **For
                  The Three Months Ended September 30,***Amounts
                  in thousands*
              
              **2005**
              
              **2004****Net
                  Earnings**
              $
              1,281
              $
              1,233Foreign
                  currency translation adjustments
              
              1,087
              
              (573)Change
                  in fair value of interest rate swaps, net of income taxes
              
              31
              
              35**Comprehensive
                  Earnings**
              $
              2,399
              $
              695
 
 **For
                  The Nine Months Ended September 30,***Amounts
                  in thousands*
              
              **2005**
              
              **2004****Net
                  Earnings**
              $
              2,797
              $
              3,284Foreign
                  currency translation adjustments
              
              (1,853)
              
              441Change
                  in fair value of interest rate swaps, net of income taxes
              
              64
              
              126**Comprehensive
                  Earnings**
              $
              1,008
              $
              3,851
 
 See
        notes
        to condensed consolidated financial statements.
  *--5--*
  **CENTURY
        CASINOS, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)**
 
 **For
                  The Nine Months Ended September 30,***Amounts
                  in thousands*
              
              **2005**
              
              **2004****Cash
                  Flows from Operating Activities:**Net
                  earnings
              $
              2,797
              $
              3,284Adjustments
                  to reconcile net earnings to net cash provided byoperating
                  activities:Depreciation
              
              2,637
              
              2,114Amortization
                  of deferred financing costs
              
              128
              
              61Deferred
                  tax expense
              
              (806)
              
              6Minority
                  interest in subsidiary (losses) earnings
              
              (555)
              
              56Loss
                  (Earnings) from unconsolidated subsidiary
              
              113
              
              (4)Gain
                  on disposition of real estate option and other assets
              
              (55)
              
              (35)Other
              
              -
              
              7Changes
                  in operating assets and liabilities:Receivables
              
              (154)
              
              (130)Prepaid
                  expenses and other assets
              
              (486)
              
              (365)Accounts
                  payable and accrued liabilities
              
              1,405
              
              332Accrued
                  payroll
              
              (177)
              
              144Taxes
                  payable
              
              258
              
              287Net
                  cash provided by operating activities
              
              5,105
              
              5,757**Cash
                  Flows from Investing Activities:**Purchases
                  of property and equipment
              
              (10,655)
              
              (3,676)Cash
                  contribution of $2,432 towards interest in subsidiary, less net
                  cash
                  acquired of $1,679
              
              (753)
              
              -Proceeds
                  from disposition of assets
              
              101
              
              206Net
                  cash used in investing activities
              
              (11,307)
              
              (3,470)
 
 (continued)
  *--6--*
  **CENTURY
        CASINOS, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)**
 **For
                  the Nine Months Ended September 30,***Amounts
                  in thousands*
              
              **2005**
              
              **2004****Cash
                  Flows from Financing Activities:**Proceeds
                  from borrowings
              $
              45,625
              $
              21,763Principal
                  repayments
              
              (32,067)
              
              (23,883)Deferred
                  financing charges
              
              (455)
              
              -Decrease
                  in restricted cash
              
              604
              
              -Proceeds
                  from exercise of options
              
              2,313
              
              2Net
                  cash provided by (used in) financing activities
              
              16,020
              
              (2,118)**Effect
                  of exchange rate changes on cash**
              
              (543)
              
              63**Increase
                  in Cash and Cash Equivalents**
              
              9,275
              
              232**Cash
                  and Cash Equivalents at Beginning of Period**
              
              8,411
              
              4,729**Cash
                  and Cash Equivalents at End of Period**
              $
              17,686
              $
              4,961
 
 **Supplemental
        Disclosure of Noncash Financing Activities:**
 On
        February 24, 2005, our wholly owned subsidiary, Century Resorts International
        Limited, purchased a 56.4% (56.4 shares) equity interest in Century Resorts
        Alberta, Inc. for the purpose of operating the proposed Celebration Casino
        and
        Hotel by contributing $2.4 million in cash to Century Resorts Alberta, Inc.
        In
        conjunction with this acquisition, we assumed the following
        liabilities:
 
 *Amounts
                  in thousands*Fair
                  value of assets acquired
              $
              2,631Cash
                  paid, net of $1,679 in cash acquired
              
              (753)Liabilities
                  assumed
              $
              1,878
 
 The
        assets acquired and liabilities assumed are reported in the consolidated
        balance
        sheet. Century Resorts Alberta Inc. is a new entity and pro forma information
        is
        not applicable.
 
 In
        January 2004, the Company, through its wholly owned subsidiary Century Casinos
        Europe GmbH (“CCE”), purchased an additional 40% interest in Casino Millennium
        (“CM”),
 bringing
        its total interest to 50%, by contributing gaming equipment with a net book
        value of $0.6 million. The contribution of the gaming equipment, along with
        a
        cash contribution
 made
        in
        December 2002 which was accounted for by CCE on a cost basis in Euro and
        had a
        value of $0.3 million on January 3, 2004, brought the Company’s total investment
        in CM
 to
        $0.9
        million, of which $0.3 million was allocated to a shareholder loan acquired
        as
        part of the transaction. The difference between the cost and the equity of
        CM of
        $0.6 million has
 been
        recorded as goodwill.
 
 **Supplemental
        Disclosure of Cash Flow Information:**
 
 *Amounts
                  in Thousands*
              **For
                  the Nine Months Ended September 30,****2005**
              
              **2004**Interest
                  paid
              $
              1,462
              $
              1,129Income
                  taxes paid
              $
              716
              $
              481
 
 See
        notes
        to condensed consolidated financial statements.
  *--7--*
  **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. We
        own and/or manage casino operations in the United States, South Africa, the
        Czech Republic and international waters through various entities that are
        wholly
        owned or in which we have a majority ownership position:
 
 **Parent/Subsidiary
                  Relationship**
              **Abbreviation**
              **Parent**
              **Ownership
                  Percentage****Century
                  Casinos, Inc.**
              **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%Blue
                  Bells Country Club (Pty) Ltd.
              BBC
              CCA
              100%Blue
                  Crane Signature Golf Estates (Pty) Ltd.
              BCS
              CCA
              100%Century
                  Casinos West Rand (Pty) Ltd. (Dormant)
              CCWR
              CCA
              55%Rhino
                  Resort Ltd. (Dormant)
              RRL
              CCA
              50%**Century
                  Resorts International Limited**
              **CRI**
              **CCI**
              **100%**Century
                  Resorts Alberta, Inc.
              CRA
              CRI
              56.4%**Century
                  Casinos Tollgate, Inc**
              **CTI**
              **CCI**
              **100%**CC
                  Tollgate LLC
              CTL
              CTI
              65%**Century
                  Casinos Iowa, Inc. (Dormant)**
              **CIA**
              **CCI**
              **100%****Century
                  Casinos Management, Inc.**
              **CCM**
              **CCI**
              **100%****Century
                  Casinos Nevada, Inc. (Dormant)**
              **CCN**
              **CCI**
              **100%****Century
                  Casinos Europe GmbH*****(formerly
                  Century Management u. Beteiligungs GmbH)***
              **CCE**
              **CCI**
              **100%**
 
 **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.
 
 **CRL** was
        formed to own our South African interests and to provide technical casino
        services to some of our foreign and offshore operations. CCI owns 96.5% of
        CRL.
        Certain officers of the Company and their respective family trusts own the
        remaining 3.5% of CRL. CCAL, which is the primary operating unit of CRL,
        owns
        and operates The Caledon Hotel, Spa and Casino (“Caledon”) near Cape Town, South
        Africa.
  *--8--*
  **CRI** serves
        as concessionaire of small casinos on luxury cruise vessels and provides
        technical casino services to Casino Millennium, a casino located within a
        five-star hotel in Prague, Czech Republic. **** CRI
        owns
        56.4% of CRA which was formed in conjunction with the development of the
        Celebrations Casino and Hotel in Edmonton, Alberta, Canada. CRI has entered
        into
        casino services agreements and/or executive management agreements for which
        it
        earns a fee with other subsidiaries of CCI.
 
 **CTI** has
        a 65%
        controlling interest in CC Tollgate LLC, which was formed to develop and
        operate
        a casino and hotel in Central City, Colorado.
 
 **CCM** provided
        technical casino services to Casino Millennium and provides management services
        to CC Tollgate LLC. The technical services agreement with Casino Millennium
        was
        assigned to CRI in October 2003, but CCM is still collecting fees
        that were
        earned prior to that time, which remain unpaid.
 
 **CCE** has a
        50% equity interest in Casino Millennium. CCE’s portion of Casino Millennium’s
        earnings and losses are reported as earnings (loss) from unconsolidated
        subsidiary in our consolidated statements of earnings and cash flows. CCE
        also
        provides administrative support for CCI executive management in
        Europe.
 
 **We
        regularly pursue additional gaming opportunities internationally and in the
        United States, and are currently pursuing the following opportunities:**
 
 **Central
        City, Colorado** - On
        October 13, 2004, our wholly owned subsidiary, CTI, entered into an agreement
        with Tollgate Venture LLC to develop and operate a proposed casino and hotel
        in
        Central City, Colorado. The $48.7 million development is planned to include
        a
        60,000 square foot casino and back of house with slot machines, six table
        games,
        27 hotel rooms, retail, food and beverage amenities and a 500 space on-site
        covered parking garage. We contributed $3.5 million cash equity to the project
        through CTI in exchange for a controlling 65% interest, and Tollgate Venture
        LLC
        contributed three existing non-operating casino buildings, land and land
        options
        ($5.7 million net of mortgages) for a 35% interest. Of the $48.7 million
        in
        overall project costs, $3.5 million were originally contributed by us, $39.5
        million will be financed externally, and the balance of $5.7 million is the
        net
        value of the minority partner’s contribution in kind. CCM has entered into a
        Casino Services Agreement to manage the property once the project is
        operational. We are in the process of closing on project financing with Wells
        Fargo Bank and obtaining licensing from the Colorado Division of Gaming.
        On
        April 8, 2005, CC Tollgate LLC entered into a loan agreement with Colorado
        Business Bank securing $5 million to finance the predevelopment construction
        costs associated with the development in Central City, Colorado. The Company
        expects to repay the debt from the proceeds of the pending loan agreement
        with
        Wells Fargo Bank. On August 2, 2005, we secured $4.5 million in additional
        funding from a private investor (See Note 6 for additional information).
        On
        September 23, 2005, the Company obtained a letter of commitment from Wells
        Fargo
        Bank to provide approximately $35.0 million in project financing.
 
 **Edmonton** - On
        February 24, 2005, through our wholly owned subsidiary, CRI,
        we
        acquired a 56.4% interest in CRA for approximately $2.4 million. Our local
        partner, 746306 Alberta, Ltd., contributed a 7.25-acre parcel of land
        and
        an existing 40 room hotel for the remaining 43.6% interest. CRA plans to
        develop
        the Celebrations Casino and Hotel in Edmonton, Alberta, Canada. The $26.7
        million ($31.3 million Canadian) development is expected to include a casino
        with 600 gaming machines, 31 gaming tables, food and beverage amenities,
        a
        dinner theater, a 300 space underground parking facility, approximately 600
        surface parking spaces and a 26-room hotel. Of the $26.7 million in overall
        project costs, we contributed $2.4 million ($3.0 million Canadian) for our
        interest in CRA, $17.2 million ($20 million Canadian) will be financed through
        external financing, $5.2 million ($6.0 million Canadian) will be provided
        by us
        as a shareholder loan, and the balance of $1.9 million ($2.3 million Canadian)
        is the net value of the minority partner’s contribution in kind.
  *--9--*
 On
        September 23, 2005, CRA agreed to the terms of a $20.0 million Canadian ($17.2
        million) credit facility with Canadian Western Bank (“CWB”) for the development
        of the casino property (See Note 6 for additional information). On
        December 17, 2004, the Alberta Gaming and Liquor Commission
        granted
        approval to begin construction of the casino property. As is customary, the
        issuance of the license does not occur until completion of construction and
        after all federal and provincial legislation, regulation and policies, and
        municipal requirements, permits, licenses and/or authorizations have been
        met.
        CRI has entered into a long-term agreement to manage the facility.
 
 **Newcastle,
        South Africa** - In
        June
        2005, CCA entered into a letter of intent for the purchase of a 60% controlling
        interest in Balele Leisure (Pty) Ltd., which owns the Monte Vista Casino
        in
        Newcastle, South Africa. The current casino is a temporary facility that
        has 200
        slot machines and seven gaming tables. A new permanent facility is proposed
        to
        be constructed in 2006 .
        The
        initial gaming mix in the permanent facility is expected to be 220 slot machines
        and nine gaming tables. CCA is in the process of completing a definitive
        agreement with the sellers of the interest. The purchase price would be
        57,500,000 Rand ($9.0 million), subject to adjustment (but not to exceed
        a total
        purchase price of 60,000,000 Rand or $9.5 million) based primarily on casino
        revenue in the first 12 months of operation of the new permanent facility.
        The
        agreement will contain significant conditions to closing, including gaming
        and
        other regulatory approvals, and assuming that all sellers agree to and approve
        the transaction, we would not expect closing to occur until at least the
        first
        quarter of 2006.
 
 **Johannesburg** -
        In
        December 2004, CCI entered into agreements to sell a portion of its interest
        in
        a project in Gauteng, South Africa that we had previously been pursuing jointly
        with Silverstar Development Ltd. and granted options to Silverstar and a
        group
        led by Akani Leisure Investments, Ltd. to purchase our remaining interests
        in
        the Gauteng project. CCI received an initial payment of approximately $1.7
        million, or 10.0 million Rand, for the sale of 100% of the outstanding common
        stock of Verkrans Ontwikkelings Maatskappy (Pty) Ltd., a wholly owned subsidiary
        of CCA, whose only asset was land related to this project, and for funds
        previously advanced to Silverstar. Also in conjunction with the agreements,
        we
        loaned Silverstar $0.5 million, or 3.0 million Rand, repayable in six equal
        installments with interest. We have, therefore, recognized net proceeds of
        $1.2
        million, or 7.0 million Rand, in the transaction. The exercise price of the
        purchase option granted to Silverstar and the Akani group totals approximately
        $6.8 million, or 40.3 million Rand. Exercisability of the purchase option
        is
        contingent on regulatory and related approvals being secured by Silverstar
        and
        the Akani group. The outcome of these approvals is unknown at this time.
 
 **Franklin
        County, Iowa** -
        On May
        11, 2005, the Company announced that it was not awarded a license by the
        Iowa
        Gaming and Racing Commission to develop and operate the proposed Landmark
        Casino
        and Hotel project in Franklin County, Iowa. The Company has written off
        approximately $0.2 million related to this project.
 
 *****
 **Presentation
        of Foreign Currency Amounts -** 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:
  *--10--*
  
 **September
                  30, 2005**
              **December
                  31, 2004**
              **September
                  30, 2004**South
                  African Rand
              6.3518
              5.6640
              6.4749Euros
              0.8292
              0.7388
              0.8050Czech
                  Koruna
              24.5220
              22.4640
              25.4310Canadian
                  Dollars
              1.1611
              1.2036
              1.2639
 
 Source:
        Pacific Exchange Rate Service
 
 Certain
        reclassifications have been made to the 2004 financial information in order
        to
        conform to the 2005 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. 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 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, 2004. The results of operations for the period
        ended
        September 30, 2005 are not necessarily indicative of the operating
        results for the full year.
 
 **2.**  **RECENTLY
        ISSUED ACCOUNTING PRONOUNCEMENTS**
 
 In
        May
        2005, the Financial Accounting Standards Board (“FASB”) issued Statement of
        Financial Accounting Standards No. 154 (SFAS 154), “Accounting Changes and Error
        Corrections,” which replaces APB Opinion No. 20, “Accounting Changes,” and FASB
        Statement No. 3, “Reporting Accounting Changes in Interim Financial
        Statements.” APB Opinion No. 20 had required that changes in accounting
        principles be recognized by including the cumulative effect of the change
        in the
        period in which the new accounting principle was adopted. SFAS 154 requires
        retrospective application of the change to prior periods’ financial statements,
        unless it is impracticable to determine the period-specific effects of the
        change. The statement is effective for fiscal years beginning after December
        15,
        2005. We do not expect the adoption of SFAS 154 to have a material impact
        on our
        financial position, results of operations or cash flows.
 
 In
        December 2004, the FASB issued SFAS No. 153 (SFAS 153), “Exchanges of
        Nonmonetary Assets - an amendment of APB Opinion No. 29.” This eliminates the
        exception in APB Opinion No. 29 for nonmonetary exchanges of similar productive
        assets and replaces it with a general exception for exchanges of nonmonetary
        assets that do not have commercial substance. A nonmonetary exchange has
        commercial substance if the future cash flows of the entity are expected
        to
        change significantly as a result of the exchange. The provisions of this
        statement is effective for fiscal periods beginning after June 15, 2005.
        The
        adoption of SFAS 153 did not have a material impact on our financial position,
        results of operations or cash flows.
   *--11--*
 In
          December 2004, FASB issued SFAS No. 123R (SFAS 123R), “Share-Based Payment.”
          SFAS 123R requires employee stock options and rights to purchase shares
          under
          stock participation plans to be accounted for under the fair value method,
          and
          eliminates the ability to account for these instruments under the intrinsic
          value method prescribed by Accounting Principles Board Opinion No. 25,
          “Accounting for Stock Issued to Employees,” which generally resulted in the
          recognition of no compensation cost by us. SFAS 123R requires the use of
          an
          option pricing model for estimating fair value, which is amortized to expense
          over the service periods. The requirements of SFAS 123R are effective with
          the
          first interim or annual reporting period of the registrant’s first fiscal year
          beginning on or after June 15, 2005, or in our case the fiscal
          year
          beginning January 1, 2006. We are currently assessing the
          valuation
          options allowed under SFAS 123R. We have not yet determined the impact
          of
          applying its various provisions; however, based on our current outstanding
          options, we believe the impact on earnings will be
          significant.
 ****
                **3. STOCK
                  BASED COMPENSATION**
 
 We
        have
        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 our stock at the date of the grant over
        the
        amount an employee must pay to acquire that stock. We value stock-based
        compensation granted to non-employees at fair value.
 
 Our
        original stock-based employee compensation plan expired in April 2004. The
        original plan continues to be administered for previously issued and outstanding
        options. There are 1,951,210 outstanding options to employees as of September
        30, 2005.
 
 Stockholders
        approved a new equity incentive plan (the “2005 Plan”) at the 2005 annual
        meeting on June 17, 2005. The 2005 Plan provides for the grant
        of
        awards to eligible employees in the form of stock, restricted stock, stock
        options, performance units or other stock-based awards, all as defined in
        the
        2005 Plan. The 2005 Plan provides for the issuance of up to 2,000,000 shares
        of
        common stock to eligible employees through the various forms of awards
        permitted. The 2005 Plan limits the number of options that can be awarded
        to an
        employee to 200,000 per year. Stock options may not be issued at an option
        price
        lower than fair market value at the date of grant. All stock options must
        have
        an exercise period not to exceed ten years. No options have been granted
        under
        the 2005 Plan.
 
 All
        options granted under the original 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
        we had applied the fair value recognition provisions of SFAS No.123,
        “Accounting for Stock-Based Compensation”, to stock-based employee
        compensation:
  *--12--*
  
 **For
                  the Three**
                **Months
                  Ended**
                **September
                  30,**
              **For
                  the Nine**
                **Months
                  Ended**
                **September
                  30,***Amounts
                  in thousands, except for share information*
              **2005**
              **2004**
              **2005**
              **2004**Net
                  earnings, as reported
              $
              1,281
              $
              1,233
              $
              2,796
              $
              3,284Deduct:
                  Total stock-based employee compensation
                expense
                  determined under fair value based
                method 
                  for all awards, net of related tax effects
              
              127
              
              269
              
              381
              
              808Pro
                  forma net earnings
              $
              1,154
              $
              964
              $
              2,415
              $
              2,476Earnings
                  per shareBasic
              As
                  reported
              $
              0.09
              $
              0.09
              $
              0.20
              $
              0.24Pro
                  forma
              $
              0.08
              $
              0.07
              $
              0.17
              $
              0.18Diluted
              As
                  reported
              $
              0.08
              $
              0.08
              $
              0.17
              $
              0.21Pro
                  forma
              $
              0.07
              $
              0.06
              $
              0.15
              $
              0.16
 
  *--13--*
  **4.**  **EQUITY
        INVESTMENT IN UNCONSOLIDATED SUBSIDIARY**
 
 We
        have a
        50% ownership in Casino Millennium (“CM”) and we account for this investment
        under the equity method.
 
 Following
        is the summarized unaudited financial information of CM as of and for the
        three
        and nine months ended September 30, 2005 and 2004:
 
 *Amounts
                  in thousands*
              
              **As
                  of September 30,**
              
              **As
                  of December****31,****2005**
              
              **2004****Balance
                  Sheet:**Current
                  assets
              $
              1,352
              $
              841Noncurrent
                  assets
              $
              898
              $
              935Current
                  liabilities
              $
              476
              $
              104Noncurrent
                  liabilities
              $
              1,477
              $
              1,191**For
                  the Three Months Ended September 30,****2005**
              
              **2004****Operating
                  Results:**Net
                  operating revenue
              $
              527
              $
              501Net
                  loss(1)(2)
              $
              (66)
              $
              (76)**For
                  the Nine Months Ended September 30,****2005**
              
              **2004****Operating
                  Results:**Net
                  operating revenue
              $
              1,472
              $
              1,722Net
                  (loss) earnings(1)(2)
              $
              (323)
              $
              6
 
 (1)
              After
                  expensing casino services fees to the Company. Casino services
                  fees paid
                  during the three months ended September 30, 2005 and 2004 were
                  less than
                  $0.1 million in each period, and for the nine months ended September
                  30,
                  2005 and 2004 were less than $0.1 million and $0.1 million,
                  respectively.
 
 (2)
              Under
                  the equity method of accounting, when an investor’s net investment is
                  reduced to zero, the investor should not provide for additional
                  losses
                  unless the investor has guaranteed the obligations of the investee.
                  The
                  Company has not provided this guarantee to Casino Millennium. Accordingly,
                  the Company has only recorded its portion of the loss that reduced
                  its net
                  investment to zero.
 
 An
        explanation of Casino Millennium’s results is included in Management’s
        Discussion and Analysis of Financial Condition and Results of Operation for
        Corporate and Other.
 
 FIN
        46(R), “Consolidation of Variable Interest Entities”, 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. We adopted FIN 46(R) on January 1, 2004. We determined that CM
        is a
        variable interest entity as defined by FIN 46(R). We also determined that
        we are
        not the primary beneficiary as defined by FIN 46(R) and have, therefore,
        accounted for our 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, we have recognized the difference between the
        investment and the underlying equity as goodwill and reported our percentage
        of
        the earnings in CM as (loss) earnings from unconsolidated
        subsidiary.
 
  *--14--*
  The
        Company’s estimated maximum exposure to losses from CM consists of the
        following:
 
 *Amounts
                  in thousands*
              **As
                  of****September
                  30, 2005**Goodwill
              $
              538Note
                  receivable
              
              246Other
                  receivables
              
              200Total
              $
              984
 
 **5.**  **GOODWILL**
 
 Changes
        in the carrying amount of goodwill by segment for the nine months ended
        September 30, 2005 are as follows:
 
 *Amounts
                  in thousands*
              
              **Cripple
                  Creek, CO**
              
              **South
                  Africa**
              
              **Corp
                  & Other**
              
              **Total**Balance
                  as of December 31, 2004
              $
              7,232
              $
              1,009
              $
              604
              $
              8,845Effect
                  of foreign currency translation
              
              -
              
              (109)
              
              (66)
              
              (175)Balance
                  as of September 30, 2005
              $
              7,232
              $
              900
              $
              538
              $
              8,670
 
 **6.**  **LONG-TERM
        DEBT**
 The
          principal balance outstanding under the Wells Fargo Bank Revolving Line
          of
          Credit Facility (“RCF”) as of September 30, 2005 was $15.4 million compared to
          $15.7 million at December 31, 2004. The amount available
          under the RCF
          as of September 30, 2005 was $5.2 million, net of amounts outstanding as
          of that
          date, and $5.3 million at December 31, 2004. The loan agreement includes
          certain
          restrictive covenants on financial ratios of WMCK. The interest rate at
          September 30, 2005 was 6.5% for $14.0 million outstanding under 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 7.0%. In October 2004, an amendment to the RCF changed the aggregate
          commitment reduction schedule under the RCF. The available balance under
          the RCF
          was reduced by $0.3 million for the quarter beginning July 1, 2005. It
          will be
          reduced by an additional $0.3 million for the quarter beginning October
          1, 2005,
          by $0.6 million for two quarters beginning January 1, 2006, and finally
          by $0.7
          million at the beginning of each quarter beginning July 1, 2006 until maturity
          in August 2007. The RCF was further amended on September 23, 2005 to enable
          the
          Company to guarantee the debt of its subsidiaries and enter into a management
          agreement with WMCK, subject to certain limitations. In addition, as part
          of the
          amendment, the Company agreed to a revised definition of EBITDA ( Earnings
          before interest, taxes, depreciation and amortization) and to maintain a maximum leverage ratio no greater than 3.00 to 1.00 as
          of the
          quarter ending September 30, 2005, decreasing, as scheduled in the amendment,
          to
          2.00 to 1.00 as of the quarter ending June 30, 2007 until the RCF terminates.
          The Company was in compliance with the bank covenants as of September 30,
          2005
          and December 31, 2004 with the following exception. At September 30, 2005,
          the
          Company did not meet the total fixed cost coverage (“TFCC”) and interest
          coverage covenants. These ratios are affected by the trailing twelve month
          cash
          distributions to CCI. In the fourth quarter of 2004, $3.7 million was
          distributed to CCI to fund the Company’s investment in Central City, Colorado.
          Wells Fargo Bank waived both covenants for the quarter ended September
          30, 2005.
          The Company was in compliance with all covenants for the previous quarters
          in
          2005. The $3.7 million distribution will not impact the calculations in
          the
          fourth quarter of 2005.
 
 The
        fair
        value of the Company’s interest rate swap derivatives on December 31, 2004 was
        $0.1 million and is reported in current liabilities, other in the condensed
        consolidated balance sheets. The swap agreement expired on
        July 1, 2005. The effective portion on the interest rate swaps,
        net of
        deferred income tax expense, for the first nine months of 2005, has been
        reported in accumulated other comprehensive earnings in the shareholders’ equity
        section of the accompanying September 30, 2005 condensed consolidated balance
        sheet. Net additional interest expense to the Company under the swap agreements
        was $0.1 million for the three months ended September 30, 2004, and was $0.1
        million and $0.2 million for the nine months ended September 30, 2005
        and 2004, respectively.
  *--15--*
  Including
          the impact of the swaps and the amortization of the deferred financing
          cost, the
          effective rate on the borrowings under the RCF was 7.0% and 6.8% for the
          three
          months ended September 30, 2005 and 2004, respectively, and
          6.9% and
          6.8% for the nine months ended September 30, 2005 and 2004, respectively.
          We
          have not entered into any new swap agreements as of November 3,
          2005.
 
 On
        April
        8, 2005, CC Tollgate LLC entered into a loan agreement with Colorado Business
        Bank securing $5.0 million to finance the predevelopment construction costs
        associated with the development of a casino in Central City, Colorado. Under
        the
        amended terms of the agreement, the loan will mature on January 4, 2006 at
        which
        time the principal is due with interest calculated at prime plus 0.5%. The
        prime
        rate on September 30, 2005 was 6.75%. The note is secured by the existing
        property and improvements and by commercial guarantees provided by CCI and
        Tollgate Venture LLC, the minority interest holder in CC Tollgate
        LLC. As
        of September 30, 2005, $3.1 million of principal is outstanding and is
        classified as current in the accompanying September 30, 2005
        condensed
        consolidated balance sheet.
 
 Unsecured
        notes payable, in the amount of $1.1 million, as of September 30, 2005 and
        December 31, 2004, to Tollgate Venture LLC are payable contingent
        based on the opening date of the casino in Central City, Colorado. $0.5 million
        is payable one year from the opening date of the casino, with the remaining
        $0.5
        million due six months later. The note bears interest at an 8% rate and is
        classified as long-term in the accompanying condensed consolidated balance
        sheets. An additional $0.1 million, non-interest bearing note is payable
        on the
        opening date of the casino and is also classified as long-term as of
        September 30, 2005.
  On
        August 2,
        2005, we secured $4.5 million in funding from a private lender which bears
        interest at a rate of 16.7% per annum and matures in August 2007. In exchange
        for the funds, CCI pledged all the outstanding stock of CTI and its equity
        interest in CTL. Principal and interest payments are not required until
        maturity. Proceeds from this borrowing were used towards the development
        of the
        casino in Central City, Colorado. As of September 30, 2005, $4.5 million
        of
        principal interest was outstanding and classified as long-term in the
        accompanying September 30, 2005 condensed consolidated balance sheet. On
        October
        21, 2005, the Company repaid the $4.5 million, plus accrued interest, without
        penalty.
 
 On
        August
        26, 2005, CCAL received a 60.0 million Rand, approximately $9.4 million,
        term
        loan from Nedbank Limited (“Nedbank”). In connection with the loan, CCAL and
        Nedbank entered into a loan agreement specifying the terms of the loan. Pursuant
        to the loan agreement, monthly principal and interest installment payments
        of
        1.3 million Rand ($0.2 million) are due on the first day of each month. The
        loan
        matures on January 9, 2010, at which time any outstanding principal and interest
        will be due. The term loan bears interest at South Africa’s prime interest rate,
        10.5% as of September 30, 2005, minus 1.5% and is secured by 10.0 million
        Rand
        ($1.6 million) of CCAL’s assets and 100% of the issued share capital of CCAL.
        CCAL has the option to prepay the loan, without penalty, upon 90 days written
        notice. CCAL used 13.7 million Rand, or $2.1 million, from this financing
        to
        retire the existing ABSA Bank loan. The retirement of this loan resulted
        in a
        non-operating charge of 1.2 million Rand, or $0.2 million, related
        to early
        termination penalties. In addition, on September 1, 2005, CCAL used 44.1
        million
        Rand, or approximately $6.9 million, to repay existing shareholder debt.
        CCAL
        plans to use the remaining proceeds of the loan to provide additional working
        capital for and fund the expansion of the Caledon Casino. As of September
        30, 2005, $9.4 million of principal is outstanding, of which $7.7
        million
        is considered long-term in the accompanying September 30, 2005 condensed
        consolidated balance sheet.
 
 On
        September 23, 2005, CRA agreed to the terms of a $20.0 million Canadian
        (approximately $17.1 million) credit facility with Canadian Western Bank
        (“CWB”)
        for the development of the Celebrations Casino and Hotel in Edmonton, Alberta,
        Canada. The credit facility is subject to certain closing conditions, one
        of
        which includes a total equity requirement of
  *--16--*
 $11.3
          million Canadian. The credit facility is initially structured as a construction
          loan maturing on the earlier of 18 months from the initial construction
          draw or
          the receipt of a certified architectural completion certificate, certificate
          of
          occupancy and casino license. Upon maturity of the construction loan, CWB
          will
          issue a term loan to CRA, maturing within one to five years at CRA’s election.
          Proceeds from the term loan will be used to pay the outstanding balance
          of the
          construction loan. The construction loan bears interest at 1.25% per annum
          above
          CWB’s Prime Lending Rate (currently 4.5%), payable on the first day of each
          month. No principal payments are required on the construction loan. The
          interest
          rate on the term loan will be based on the maturity date selected by CRA.
          As of
          September 30, 2005, interest rates ranged from 5.55% to 6.20%, depending
          on the
          length of maturity selected. Monthly principal and interest payments on
          the term
          loan are based on a 10-year amortization, payable on the first day of each
          month. The loan facility is secured by the assets of CRA and guaranteed
          by the
          Company. CRA has the option to prepay the construction loan without penalty.
          CRA
          may elect to prepay up to 10% of the original principal amount of the term
          loan
          annually without penalty or bonus; prepayment of any additional amounts
          is
          subject to three months interest at the fixed interest rate. Participation
          requirements totaling $11.3 million Canadian, including equity, shareholder
          loans and working capital, must be fulfilled prior to the first construction
          draw. As of September 30, 2005, an additional $5.2 million Canadian ($4.5
          million) must be provided before we can draw on the construction loan.
          The
          Company expects this requirement to be met from funds that are currently
          on
          hand.
 
 The
        remaining $0.2 million of long-term debt as of December 31, 2004 consists
        of
        capital leases.
 
 The
        consolidated weighted average interest rate on all borrowings was 8.7% and
        9.2%
        for the nine months ended September 30, 2005 and 2004,
        respectively.
 
 On
        September 23, 2005, Wells Fargo Gaming Capital, a funding unit of Wells Fargo
        Bank, National Association, advised CC Tollgate LLC via a letter of commitment
        that it was prepared to provide $35 million in financing for the casino and
        hotel project in Central City, Colorado. Wells Fargo has informed the Company
        that it has successfully formed a syndicate of institutional lenders and
        has
        procured commitments from such lenders to fully syndicate a $32.5 million
        construction loan and $2.5 million revolving line of credit. Closing of the
        $35
        million loan agreement from Wells Fargo is still subject to the finalization
        of
        loan documentation and satisfaction of other closing conditions. The interest
        rate on the construction loan and the revolving credit facility will be the
        greater of 8.5% or the bank’s prime rate plus 4% (which as of the date of the
        commitment letter is 7.0%) and a service fee of 0.5%. After completion of
        construction, the facility converts into a five year term loan, at the stated
        interest rate and the outstanding balance is subject to a service fee. The
        bank
        requires the customary security documentation, construction cost analysis,
        guaranteed maximum price contracts for each general contractor (which have
        been
        negotiated) and subordination agreements with the partners restricting the
        payment of fees and loans to the project. A facility fee of approximately
        $1.0
        million will be payable regardless of whether the credit facility closes,
        unless
        the failure to close is caused by Wells Fargo or by one or more of the lenders.
        Proceeds from this financing will be used to pay for construction cost on
        our
        project in Central City, Colorado.
 
  *--17--*
  **7.**  **SHAREHOLDERS’
        EQUITY**
 
 In
        July
        2005, the Company filed a shelf registration statement with the SEC, under
        which
        we could issue up to $50 million in aggregate issue price of common stock,
        preferred stock, debt securities and depository certificates. In October
        2005,
        under this shelf registration, we issued 7,132,667 shares of common stock,
        in
        the form of Austrian Depository Certificates (“ADCs”), through our underwriter,
        to retail and institutional investors in the Republic of Austria and to
        institutional investors in Europe outside of the Republic of Austria. Each
        ADC,
        which is traded on the Vienna Stock Exchange, is equivalent to one share
        of our
        common stock. Each holder of an ADC is entitled to all the rights and
        preferences of, and subject to all of the limitations of, the underlying
        share
        of common stock represented by the ADC (including dividend, voting, redemption
        and liquidation rights and preferences). The number of ADCs and rights of
        the
        ADC holders associated with the ADCs held by such persons are evidenced in
        a
        modifiable global certificate which is issued and held in safe custody by
        the
        Oesterreichische Kontrollbank Aktiengesellschaft. The ADCs are subject to
        the
        laws of the Republic of Austria. The shares of our common stock represented
        by
        the ADCs are issued under the Delaware General Corporation Law. Therefore,
        the
        corporate legal matters related to our shares of common stock underlying
        the
        ADCs are governed by Delaware law. Net proceeds from this issuance were
        approximately $47 million.
 
 The
        Company has not purchased any shares of the Company’s common stock on the open
        market in 2005. We issued 60,000 and 543,000 shares of treasury stock in
        January
        2005 and August 2005, respectively, for stock options exercised in cash.
        Also in
        August 2005, the Company issued 950,000 new shares of its common stock, at
        an
        exercise price of $1.50 per share, for stock options exercised in cash.
 
 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 is an officer, director
        or
        affiliate of CCI. The preference shares are not cumulative or 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. If the CCAL casino
        business is 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, 2005, no dividends have been declared for the preference
        shareholders.
 
 CCI
        owns
        96.5% of CRL. Certain officers of the Company and their respective family
        trusts
        own the remaining 3.5% of CRL.
 
 **8.**  **SEGMENT
        INFORMATION**
 
 We
        are
        managed in six segments: Cripple Creek, Colorado (formerly Colorado); Central
        City, Colorado; Edmonton, Canada; South Africa; Cruise Ships; and Corporate
        and
        Other operations.
 
 The
        operating results of the Cripple Creek, Colorado segment are those of WMCK
        and
        subsidiaries which own Womacks Casino and Hotel (“Womacks”) in Cripple Creek,
        Colorado.
 
 The
        operating results of the Central City, Colorado segment are those of CTI
        and
        subsidiary, which are developing a proposed casino and hotel.
 
 The
        operating results of the Edmonton, Canada segment are those of CRA, which
        is
        developing a proposed casino and hotel.
  *--18--*
  
 The
        operating results of the South African segment are those of CCA and its
        subsidiaries, primarily CCAL, which owns the Caledon Hotel, Spa and
        Casino.
 
 The
        Cruise Ships segment includes the revenues and expenses of the shipboard
        operations for which the Company has casino concession agreements.
 
 Corporate
        and Other operations include, among other items, the revenue and expense
        of
        managing corporate gaming projects for which we have secured long-term service
        contracts.
 
 Earnings
        before interest, taxes, depreciation and amortization (EBITDA) are not
        considered a measure of performance recognized as an accounting principle
        generally accepted in the United States of America (“US GAAP”). Management
        believes that EBITDA is a valuable measure of the relative non US GAAP
        performance amongst its operating segments. The gaming industry commonly
        uses
        EBITDA as a method of arriving at the economic value of a casino operation.
        Our
        lending institutions use EBITDA 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.
  *--19--*
  
 *Amounts
                  in thousands*
              **Cripple
                  Creek, CO**
              **Central
                  City, CO**
              **Edmonton,
                  Canada****For
                  the Three Months Ended**
                **September
                  30,**
              **2005**
              **2004**
              **2005**
              **2004**
              **2005**
              **2004****Net
                  operating revenue**
              $
              4,984
              $
              5,045
              $
              -
              $
              -
              $
              -
              $
              -**Operating
                  expenses (excluding depreciation)**
              
              2,927
              
              3,068
              
              381
              
              -
              
              131
              
              -**Depreciation**
              
              417
              
              382
              
              -
              
              -
              
              -
              
              -**Earnings
                  from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -**Earnings
                  (loss) from operations**
              
              1,640
              
              1,595
              
              (381)
              
              -
              
              (131)
              
              -**Interest
                  income**
              
              2
              
              3
              
              -
              
              -
              
              2
              
              -**Interest
                  (expense), including debt issuance cost, net****(1)**
              
              134
              
              29
              
              (66)
              
              -
              
              (1)
              
              -**Early
                  debt repayment (expense)**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -**Other
                  income (expense), net**
              
              -
              
              (1)
              
              -
              
              -
              
              (10)
              
              -**Non-operating
                  items from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -**Earnings
                  (loss) before income taxes and minority**
                **interest**
              
              1,776
              
              1,626
              
              (447)
              
              -
              
              (140)
              
              -**Income
                  tax (expense) benefit**
              
              (675)
              
              (618)
              
              -
              
              -
              
              68
              
              -**Minority
                  interest**
              
              -
              
              -
              
              447
              
              -
              
              28
              
              -**Net
                  earnings (loss)**
              $
              1,101
              $
              1,008
              $
              -
              $
              -
              $
              (44)
              $
              -**Reconciliation
                  to EBITDA:****Net
                  earnings (loss) (US GAAP)**
              $
              1,101
              $
              1,008
              $
              -
              $
              -
              $
              (44)
              $
              -**Minority
                  interest**
              
              -
              
              -
              
              (447)
              
              -
              
              (28)
              
              -**Interest
                  income**
              
              (2)
              
              (3)
              
              -
              
              -
              
              (2)
              
              -**Interest
                  expense****(1)**
              
              (134)
              
              (29)
              
              66
              
              -
              
              1
              
              -**Income
                  taxes**
              
              675
              
              618
              
              -
              
              -
              
              (68)
              
              -**Depreciation**
              
              417
              
              382
              
              -
              
              -
              
              -
              
              -**EBITDA**
              $
              2,057
              $
              1,976
              $
              (381)
              $
              -
              $
              (141)
              $
              -
 
 
 (1)
              The
                  negative interest expense results from amounts advanced to the
                  Corporate
                  and Other segment to fund the Company’s acquisitions and repurchases of
                  its common stock. We reduce the interest expense incurred by WMCK
                  under
                  our credit facility by the amount of interest allocated to the
                  Corporate
                  & Other segment. The debt and accumulated interest allocated to
                  the
                  Corporate and Other segment exceeded the total outstanding borrowing.
                  As a
                  result, Womacks reported a net negative interest expense and debt
                  issuance
                  cost.
  *--20--*
  
 *Amounts
                  in thousands*
              **South
                  Africa**
              **Cruise
                  Ships**
              **Corporate
                  and Other****For
                  the Three Months Ended**
                **September
                  30,**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****Net
                  operating revenue**
              $
              4,158
              $
              3,855
              $
              866
              $
              688
              $
              765
              $
              88**Operating
                  expenses (excluding depreciation)**
              
              2,975
              
              2,428
              
              551
              
              461
              
              1,016
              
              840**Depreciation**
              
              374
              
              318
              
              35
              
              25
              
              21
              
              7**(Loss)
                  earnings from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              (45)**Earnings
                  (loss) from operations**
              
              809
              
              1,109
              
              280
              
              202
              
              (272)
              
              (804)**Interest
                  income**
              
              21
              
              34
              
              -
              
              -
              
              391
              
              345**Interest
                  (expense), including debt issuance cost****(1)**
              
              (419)
              
              (449)
              
              -
              
              -
              
              (501)
              
              (313)**Early
                  debt repayment (expense)**
              
              (181)
              
              -
              
              -
              
              -
              
              -
              
              -**Other
                  income (expense), net**
              
              -
              
              (1)
              
              -
              
              -
              
              7
              
              1**Non-operating
                  items from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              6**Earnings
                  (loss) before income taxes and minority interest**
              
              230
              
              693
              
              280
              
              202
              
              (375)
              
              (765)**Income
                  tax (expense) benefit**
              
              (114)
              
              (232)
              
              (8)
              
              (6)
              
              237
              
              358**Minority
                  interest**
              
              -
              
              -
              
              -
              
              -
              
              (26)
              
              (25)**Net
                  earnings (loss)**
              $
              116
              $
              461
              $
              272
              $
              196
              $
              (164)
              $
              (432)**Reconciliation
                  to EBITDA:****Net
                  earnings (loss) (US GAAP)**
              $
              116
              $
              461
              $
              272
              $
              196
              $
              (164)
              $
              (432)**Minority
                  interest**
              
              -
              
              -
              
              -
              
              -
              
              26
              
              25**Interest
                  income**
              
              (21)
              
              (34)
              
              -
              
              -
              
              (391)
              
              (345)**Interest
                  expense****(1,2)**
              
              600
              
              449
              
              -
              
              -
              
              501
              
              313**Income
                  taxes**
              
              114
              
              232
              
              8
              
              6
              
              (237)
              
              (358)**Depreciation**
              
              374
              
              318
              
              35
              
              25
              
              21
              
              7**EBITDA**
              $
              1,183
              $
              1,426
              $
              315
              $
              227
              $
              (244)
              $
              (790)
 
 (1)
              The
                  negative interest expense results from amounts advanced to the
                  Corporate
                  and Other segment to fund the Company’s acquisitions and repurchases of
                  its common stock. We reduce the interest expense incurred by WMCK
                  under
                  our credit facility by the amount of interest allocated to the
                  Corporate
                  & Other segment. The debt and accumulated interest allocated to
                  the
                  Corporate and Other segment exceeded the total outstanding borrowing.
                  As a
                  result, Womacks reported a net negative interest expense and debt
                  issuance
                  cost.
 
 (2)
              Interest
                  expense includes early debt repayment
                  expense.
  *--21--*
  
 *Amounts
                  in thousands*
              **Inter-segment
                  Elimination**
              **Consolidated****For
                  the Three Months Ended**
                **September
                  30,**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****Net
                  operating revenue**
              $
              (743)
              $
              -
              $
              10,030
              $
              9,676**Operating
                  expenses (excluding depreciation)**
              
              (743)
              
              -
              
              7,238
              
              6,797**Depreciation**
              
              -
              
              -
              
              847
              
              732**(Loss)
                  earnings from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              (45)**Earnings
                  from operations**
              
              -
              
              -
              
              1,945
              
              2,102**Interest
                  income**
              
              (382)
              
              (344)
              
              34
              
              37**Interest
                  expense, including debt issuance cost**
              
              382
              
              344
              
              (471)
              
              (389)**Early
                  debt repayment (expense)**
              
              -
              
              -
              
              (181)
              
              -**Other
                  income, net**
              
              -
              
              -
              
              (3)
              
              -**Non-operating
                  items from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              6**Earnings
                  before income taxes and minority interest**
              
              -
              
              -
              
              1,324
              
              1,756**Income
                  tax (expense)**
              
              -
              
              -
              
              (492)
              
              (498)**Minority
                  interest**
              
              -
              
              -
              
              449
              
              (25)**Net
                  earnings**
              $
              -
              $
              -
              $
              1,281
              $
              1,233**Reconciliation
                  to EBITDA:****Net
                  earnings (US GAAP)**
              $
              -
              $
              -
              $
              1,281
              $
              1,233**Minority
                  interest**
              
              -
              
              -
              
              (449)
              
              25**Interest
                  income**
              
              382
              
              344
              
              (34)
              
              (37)**Interest
                  expense****(1)**
              
              (382)
              
              (344)
              
              652
              
              389**Income
                  taxes**
              
              -
              
              -
              
              492
              
              498**Depreciation**
              
              -
              
              -
              
              847
              
              732**EBITDA**
              $
              -
              $
              -
              $
              2,789
              $
              2,840
 
 1)
              Interest
                  expense includes early debt repayment
                  expense.
  *--22--*
  
 
 *Amounts
                  in thousands*
              **Cripple
                  Creek, CO**
              **Central
                  City, CO**
              **Edmonton,
                  Canada****As
                  of and for the Nine Months****Ended**
                **September
                  30,**
              **2005**
              **2004**
              **2005**
              **2004**
              **2005**
              **2004****Property
                  and equipment, net**
              $
              22,022
              $
              23,790
              $
              15,025
              $
              -
              $
              5,433
              $
              -**Total
                  assets**
              $
              32,142
              $
              33,679
              $
              18,124
              $
              -
              $
              6,117
              $
              -**Net
                  operating revenue**
              $
              13,249
              $
              14,026
              $
              6
              $
              -
              $
              37
              $
              -**Operating
                  expenses (excluding depreciation)**
              
              8,258
              
              8,363
              
              445
              
              -
              
              221
              
              -**Depreciation**
              
              1,290
              
              1,055
              
              -
              
              -
              
              -
              
              -**Earnings
                  from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -**Earnings
                  (loss) from operations**
              
              3,701
              
              4,608
              
              (439)
              
              -
              
              (184)
              
              -**Interest
                  income**
              
              8
              
              9
              
              -
              
              -
              
              7
              
              -**Interest
                  (expense), including debt issuance cost, net****(1)**
              
              207
              
              84
              
              (145)
              
              -
              
              (29)
              
              -**Early
                  debt repayment (expense)**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -**Other
                  income (expense), net**
              
              -
              
              -
              
              -
              
              -
              
              (4)
              
              -**Non-operating
                  items from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -**Earnings
                  (loss) before income taxes and minority**
                **interest**
              
              3,916
              
              4,701
              
              (584)
              
              -
              
              (210)
              
              -**Income
                  tax (expense) benefit**
              
              (1,488)
              
              (1,786)
              
              -
              
              -
              
              68
              
              -**Minority
                  interest**
              
              -
              
              -
              
              584
              
              -
              
              59
              
              -**Net
                  earnings (loss)**
              $
              2,428
              $
              2,915
              $
              -
              $
              -
              $
              (83)
              $
              -**Reconciliation
                  to EBITDA:****Net
                  earnings (loss) (US GAAP)**
              $
              2,428
              $
              2,915
              $
              -
              $
              -
              $
              (83)
              $
              -**Minority
                  interest**
              
              -
              
              -
              
              (584)
              
              -
              
              (59)**Interest
                  income**
              
              (8)
              
              (9)
              
              -
              
              -
              
              (7)
              
              -**Interest
                  expense****(1)**
              
              (207)
              
              (84)
              
              145
              
              -
              
              29
              
              -**Income
                  taxes**
              
              1,488
              
              1,786
              
              -
              
              -
              
              (68)
              
              -**Depreciation**
              
              1,290
              
              1,055
              
              -
              
              -
              
              -
              
              -**EBITDA**
              $
              4,991
              $
              5,663
              $
              (439)
              $
              -
              $
              (188)
              $
              -
 
 
 (1)
              The
                  negative interest expense results from amounts advanced to the
                  Corporate
                  and Other segment to fund the Company’s acquisitions and repurchases of
                  its common stock. We reduce the interest expense incurred by WMCK
                  under
                  our credit facility by the amount of interest allocated to the
                  Corporate
                  and Other segment. The debt and accumulated interest allocated
                  to the
                  Corporate & Other segment exceeded the total outstanding borrowing. As
                  a result, Womacks reported a net negative interest expense and
                  debt
                  issuance cost.
  *--23--*
  
 *Amounts
                  in thousands*
              **South
                  Africa**
              **Cruise
                  Ships**
              **Corporate
                  and Other****As
                  of and for the Nine Months**
                **Ended****September
                  30,**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****Property
                  and equipment, net**
              $
              14,257
              $
              14,429
              $
              655
              $
              264
              $
              446
              $
              636**Total
                  assets**
              $
              26,017
              $
              21,104
              $
              1,407
              $
              1,076
              $
              6,182
              $
              2,432**Net
                  operating revenue**
              $
              12,524
              $
              10,578
              $
              2,294
              $
              1,959
              $
              1,479
              $
              125**Operating
                  expenses (excluding depreciation)**
              
              8,827
              
              6,953
              
              1,526
              
              1,325
              
              3,186
              
              2,237**Depreciation**
              
              1,206
              
              972
              
              96
              
              67
              
              45
              
              20**(Loss)
                  earnings from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              (109)
              
              6**Earnings
                  (loss) from operations**
              
              2,491
              
              2,653
              
              672
              
              567
              
              (1,861)
              
              (2,126)**Interest
                  income**
              
              89
              
              114
              
              -
              
              -
              
              1,185
              
              521**Interest
                  (expense), including debt issuance cost****(1)**
              
              (1,342)
              
              (866)
              
              -
              
              -
              
              (1,297)
              
              (935)**Early
                  debt repayment (expense)**
              
              (181)
              
              -
              
              -
              
              -
              
              -
              
              -**Other
                  income (loss), net**
              
              -
              
              -
              
              -
              
              -
              
              6
              
              1**Non-operating
                  items from unconsolidated subsidiary**
              
              -
              
              -
              
              -
              
              -
              
              (4)
              
              (2)**Earnings
                  (loss) before income taxes and minority**
                **interest**
              
              1,057
              
              1,901
              
              672
              
              567
              
              (1,971)
              
              (2,541)**Income
                  tax (expense) benefit**
              
              (418)
              
              (547)
              
              (20)
              
              (17)
              
              1,220
              
              1,062**Minority
                  interest**
              
              -
              
              -
              
              -
              
              -
              
              (88)
              
              (56)**Net
                  earnings (loss)**
              $
              639
              $
              1,354
              $
              652
              $
              550
              $
              (839)
              $
              (1,535)**Reconciliation
                  to EBITDA:****Net
                  earnings (loss) (US GAAP)**
              $
              639
              $
              1,354
              $
              652
              $
              550
              $
              (839)
              $
              (1,535)**Minority
                  interest**
              
              -
              
              -
              
              -
              
              -
              
              88
              
              56**Interest
                  income**
              
              (89)
              
              (114)
              
              -
              
              -
              
              (1,185)
              
              (521)**Interest
                  expense****(1,2)**
              
              1,523
              
              866
              
              -
              
              -
              
              1,297
              
              935**Income
                  taxes**
              
              418
              
              547
              
              20
              
              17
              
              (1,220)
              
              (1,062)**Depreciation**
              
              1,206
              
              972
              
              96
              
              67
              
              45
              
              20**EBITDA**
              $
              3,697
              $
              3,625
              $
              768
              $
              634
              $
              (1,814)
              $
              (2,107)
 
 (1)
              The
                  negative interest expense results from amounts advanced to the
                  Corporate
                  and Other segment to fund the Company’s acquisitions and repurchases of
                  its common stock. We reduce the interest expense incurred by WMCK
                  under
                  our credit facility by the amount of interest allocated to the
                  Corporate
                  and Other segment. The debt and accumulated interest allocated
                  to the
                  Corporate and Other segment exceeded the total outstanding
                  borrowing.
                  As a result, Womacks reported a net negative interest expense and
                  debt
                  issuance cost.
 
 (2)
              Interest
                  expense includes early debt repayment
                  expense.
  *--24--*
  
 *Amounts
                  in thousands*
              **Inter-segment
                  Elimination**
              **Consolidated****As
                  of and for the Nine Months**
                **Ended****September
                  30,**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****Property
                  and equipment, net**
              $
              -
              $
              -
              $
              57,838
              $
              39,119**Total
                  assets**
              $
              -
              $
              -
              $
              89,989
              $
              58,291**Net
                  operating revenue**
              $
              (1,423)
              $
              -
              $
              28,166
              $
              26,688**Operating
                  expenses (excluding depreciation)**
              
              (1,423)
              
              -
              
              21,040
              
              18,878**Depreciation**
              
              -
              
              -
              
              2,637
              
              2,114**(Loss)
                  earnings from unconsolidated subsidiary**
              
              -
              
              -
              
              (109)
              
              6**Earnings
                  from operations**
              
              -
              
              -
              
              4,380
              
              5,702**Interest
                  income**
              
              (1,167)
              
              (516)
              
              122
              
              128**Interest
                  (expense), including debt issuance cost**
              
              1,167
              
              516
              
              (1,439)
              
              (1,201)**Early
                  debt repayment (expense)**
              
              -
              
              -
              
              (181)
              
              -**Other
                  income, net**
              
              -
              
              -
              
              2
              
              1**Non-operating
                  items from unconsolidated subsidiary**
              
              -
              
              -
              
              (4)
              
              (2)**Earnings
                  before income taxes and minority interest**
              
              -
              
              -
              
              2,880
              
              4,628**Income
                  tax (expense)**
              
              -
              
              -
              
              (638)
              
              (1,288)**Minority
                  interest**
              
              -
              
              -
              
              555
              
              (56)**Net
                  earnings**
              $
              -
              $
              -
              $
              2,797
              $
              3,284**Reconciliation
                  to EBITDA:****Net
                  earnings (loss) (US GAAP)**
              $
              -
              $
              -
              $
              2,797
              $
              3,284**Minority
                  interest**
              
              -
              
              -
              
              (555)
              
              56**Interest
                  income**
              
              1,167
              
              516
              
              (122)
              
              (128)**Interest
                  expense****(1)**
              
              (1,167)
              
              (516)
              
              1,620
              
              1,201**Income
                  taxes**
              
              -
              
              -
              
              638
              
              1,288**Depreciation**
              
              -
              
              -
              
              2,637
              
              2,114**EBITDA**
              $
              -
              $
              -
              $
              7,015
              $
              7,815
 
 1)
        Interest expense includes early debt repayment expense.
 
  *--25--*
  **9.**   **PROMOTIONAL
        ALLOWANCES**
 
 Promotional
        allowances presented in the condensed consolidated statements of earnings
        for
        the three- and nine-month periods ended September 30, 2005 and 2004 include
        the
        following:
 
 **For
                  the Three Months**
                **Ended
                  September 30,**
              **For
                  the Nine Months**
                **Ended
                  September 30,***Amounts
                  in thousands*
              **2005**
              **2004**
              **2005**
              **2004**Food
                  & Beverage and Hotel Comps
              $
              372
              $
              399
              $
              1,055
              $
              1,120Free
                  Plays or Coupons
              
              398
              
              463
              
              1,246
              
              1,208Player
                  Points
              
              412
              
              340
              
              1,073
              
              981Total
                  Promotional Allowances
              **$**
              **1,182**
              **$**
              **1,202**
              **$**
              **3,374**
              **$**
              **3,309**
 
 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.
 
 **10.**  **INCOME
        TAXES**
 
 The
        income tax provisions are based on estimated full-year earnings for financial
        reporting purposes adjusted for permanent differences.
 
 Income
        taxes reported in the Corporate and Other segment for the three months ended
        September 30, 2005 and 2004 are as follows:
 
 ***Amounts
                  in thousands***
              
              **United
                  States**
              
              **Mauritius**
              
              **Other**
              
              **Reported
                  in Corporate and Other****2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****Earnings
                  (loss) before**
                **income
                  taxes
                  and minority interest**
              $
              (934)
              $
              (977)
              $
              525
              $
              295
              $
              34
              $
              (83)
              $
              (375)
              $
              (765)**Income
                  tax (expense)**
                **benefit**
              $
              266
              $
              369
              $
              (27)
              $
              (9)
              $
              (2)
              $
              (2)
              $
              237
              $
              358Effective
                  tax rate
              
              28%
              
              38%
              
              5%
              
              3%
              
              6%
              
              2%
              
              63%
              
              47%
 
 Income
        taxes reported in the Corporate and Other segment for the nine months ended
        September 30, 2005 and 2004 are as follows:
 
 ***Amounts
                  in thousands***
              
              **United
                  States**
              
              **Mauritius**
              
              **Other**
              
              **Reported
                  in Corporate and Other****2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004****Earnings
                  (loss) before**
                **income
                  taxes
                  and minority interest**
              $
              (3,784)
              $
              (2,801)
              $
              1,907
              $
              295
              $
              (94)
              $
              (35)
              $
              (1,971)
              $
              (2,541)**Income
                  tax (expense)**
                **benefit**
              $
              1,293
              $
              1,077
              $
              (67)
              $
              (9)
              $
              (6)
              $
              (6)
              $
              1,220
              $
              1,062Effective
                  tax rate
              
              34%
              
              38%
              
              4%
              
              3%
              
              6%
              
              17%
              
              62%
              
              42%
 
 *--26--*
 In
        the
        third quarter of 2005, the Company recorded an additional $0.1 million of
        income
        tax expense relating to 2004 U.S. tax filings which is included in the provision
        for United States income taxes in the Corporate and Other segment expense.
        Excluding the effect of this adjustment, the effective tax rate on U.S. losses
        included in the Corporate and Other segment would have been 41% compared
        to the
        reported 28% for the three months ended September 30, 2005. The effective
        tax
        rate on U.S losses included in this segment would have been 37% compared
        to the
        reported 34% for the nine months ended September 30, 2005.
 
 The
        Company consolidates the results of CC Tollgate LLC in which it maintains
        a 65%
        majority interest. During the three months ended September 30, 2005, CC Tollgate
        LLC reported $0.4 million in losses which were allocated by agreement to
        the
        minority partner and consequently included in minority interest in subsidiary
        losses. No provision for income tax on the loss allocated to the minority
        partner is included in the condensed consolidated statements of earnings
        for the
        three- and nine-month periods ended September 30, 2005.
 
 The
        Company’s 2003 US tax return is currently being audited by the United States
        Internal Revenue Service (“IRS"). As of November 3, 2005, the IRS has not issued
        any assessment. Although there can be no assurances, at this time management
        believes, based on information currently available, that it is not probable
        the
        ultimate outcome of the tax audit will have a material adverse effect on
        the
        condensed consolidated financial statements of the Company.
 
 **11.**  **EARNINGS
        PER SHARE**
 
 Basic
        and
        diluted earnings per share for the three and nine months ended September
        30,
        2005 and 2004 were computed as follows:
 
 *Amounts
                  in thousands, except for share information*
              **For
                  the Three Months Ended**
                **September
                  30,**
              **For
                  the Nine Months Ended**
                **September
                  30,****2005**
              **2004**
              **2005**
              **2004**Basic
                  Earnings Per Share:Net
                  earnings
              $
              1,281
              $
              1,233
              $
              2,797
              $
              3,284Weighted
                  average common shares
              
              14,663,683
              
              13,681,900
              
              14,055,531
              
              13,681,746Basic
                  earnings per share
              $
              0.09
              $
              0.09
              $
              0.20
              $
              0.24Diluted
                  Earnings Per Share:Net
                  earnings, as reported
              $
              1,281
              $
              1,233
              $
              2,797
              $
              3,284Weighted
                  average common shares
              
              14,663,683
              
              13,681,900
              
              14,055,531
              
              13,681,746Effect
                  of dilutive securities:Stock
                  options and warrants
              
              1,851,264
              
              2,259,753
              
              2,395,205
              
              1,910,382Dilutive
                  potential common shares
              
              16,514,947
              
              15,941,653
              
              16,450,736
              
              15,592,128Diluted
                  earnings per share
              $
              0.08
              $
              0.08
              $
              0.17
              $
              0.21
 
 As
        of
        September 30, 2005 and 2004, all outstanding options and warrants to purchase
        common shares of the Company’s stock have been included in the computation of
        diluted earnings per share.
  *--27--*
  
 
 **Item
        2. MANAGEMENT’S DISCUSSION AND
        ANALYSIS OF FINANCIAL CONDITION AND**
 **RESULTS
        OF
        OPERATIONS**
 
 **Forward-Looking
        Statements, Business Environment and Risk Factors**
 
 This
        quarterly report on Form 10-Q contains “forward-looking statements” within the
        meaning of the Private Securities Litigation Reform Act of 1995. In addition,
        Century Casinos, Inc. (the “Company”) may make other written and oral
        communications from time to time that contain such statements. Forward-looking
        statements include statements as to industry trends and future expectations
        of
        the Company and other matters that do not relate strictly to historical facts
        and are based on certain assumptions by management. These statements are
        often
        identified by the use of words such as
“may,”“will,”“expect,”“believe,”“anticipate,”“intend,”“could,”“estimate,” or
“continue,” and similar expressions or variations. These statements are based on
        the beliefs and assumptions of the management of the Company based on
        information currently available to management. Such forward-looking statements
        are subject to risks, uncertainties and other factors that could cause actual
        results to differ materially from future results expressed or implied by
        such
        forward-looking statements. Important factors that could cause actual results
        to
        differ materially from the forward-looking statements include, among others,
        the
        risks described in the section entitled “Risk Factors” under Item 8.01 - “Other
        Events” in our Current Report filed on Form 8-K on October 3, 2005. We caution
        the reader to carefully consider such factors. Furthermore, such forward-looking
        statements speak only as of the date on which such statements are made. We
        undertake no obligation to update any forward-looking statements to reflect
        events or circumstances after the date of such statements.
 
 **AVAILABLE
        INFORMATION**
 
 All
        reports filed by the Company with the SEC are available free of charge via
        EDGAR
        through the SEC website at www.sec.gov .
        In
        addition, the public may read and copy materials filed by the Company with
        the
        SEC at the SEC’s public reference room located at 450 Fifth St., N.W.,
        Washington, D.C. 20549. The Company also provides copies of its Forms 8-K,
        10-K,
        10-Q, Proxy and Annual Report at no charge to investors upon request and
        makes
        electronic copies of its most recently filed reports available through its
        website at www.centurycasinos.com as soon
        as reasonably practicable after filing such material with the SEC.
 
 **OVERVIEW**
 
 The
        Company is managed in six segments: Cripple Creek, Colorado (formerly Colorado);
        Central City, Colorado; Edmonton, Canada; South Africa; Cruise Ships; and
        Corporate and Other operations.
 
 The
        operating results of the Cripple Creek, Colorado segment are those of WMCK
        and
        subsidiaries, which own Womacks Casino and Hotel (“Womacks”) in Cripple Creek,
        Colorado.
 
 The
        operating results of the Central City, Colorado segment are those of CTI
        and
        subsidiary, which are developing a proposed casino and hotel.
 
 The
        operating results of the Edmonton, Canada segment are those of CRA, which
        is
        developing a proposed casino and hotel.
 
 The
        operating results of the South African segment are those of CCA and its
        subsidiaries, primarily CCAL, which own the Caledon Hotel, Spa &
        Casino.
 
 The
        Cruise Ships segment includes the revenues and expenses of the shipboard
        operations for which the Company has casino concession
        agreements.
  *--28--*
  Corporate
        and Other operations include, among other items, the revenues and expenses
        of
        corporate gaming projects for which the Company has secured long-term service
        contracts and the expenses associated with being a public company, including
        Sarbanes-Oxley Act compliance initiatives.
  For
        a
        summary of the Company's corporate structure and percentage ownership of
        subsidiaries, including subsidiary abbreviations used in this discussion,
        please
        refer to the table in Note 1 to the condensed consolidated financial
        statements.
 
 **CONSOLIDATED
        RESULTS OF OPERATIONS**
 
 We
        reported net operating revenue of $10.0 million and $9.7 million for the
        three
        months ended September 30, 2005 and 2004, respectively, and $28.2 million
        and
        $26.7 million for the nine months ended September 30, 2005 and 2004,
        respectively. Casino revenue was $9.8 million compared to $9.3 million for
        the
        three months ended September 30, 2005 and 2004, respectively, and was $27.6
        million compared to $26.2 million, for the nine months ended September 30,
        2005
        and 2004, respectively. Casino expense was $3.7 million for each of the three
        months ended September 30, 2005 and 2004, and was $10.8 million and $10.1
        million for the nine months ended September 30, 2005 and 2004, respectively.
        General and administrative expense was $2.8 million for the three months
        ended
        September 30, 2005 compared to $2.3 million for the three months ended September
        30, 2004. General and administrative expense was $8.2 million for the nine
        months ended September 30, 2005 compared to $6.5 million for the nine months
        ended September 30, 2004. Depreciation expense was $0.8 million and $0.7
        million
        for the three months ended September 30, 2005 and 2004, respectively and
        was
        $2.6 million and $2.1 million for the nine months ended September 30, 2005
        and
        2004, respectively.
 
 Total
        earnings from operations were $1.9 million and $2.1 million for the three
        months
        ended September 30, 2005 and 2004, respectively, and were $4.4 million and
        $5.7
        million for the nine months ended September 30, 2005 and 2004,
        respectively.
 
 We
        recognized income tax expense of $0.5 million for each of the three months
        ended
        September 30, 2005 and 2004. Income tax expense was $0.6 million and $1.3
        million for the nine months ended September 30, 2005 and 2004,
        respectively.
 
 The
        Company’s net earnings were $1.3 million, or $0.09 per basic share, and $1.2
        million, or $0.09 per basic share, for the three months ended September 30,
        2005
        and 2004, respectively, and were $2.8 million, or $0.20 per basic share,
        and
        $3.3 million, or $0.24 per basic share, for the nine months ended September
        30,
        2005 and 2004, respectively.
 
 The
        most
        significant impacts on reported earnings for the nine months ended
        September 30, 2005 were $0.5 million in direct costs related
        to
        compliance with the Sarbanes-Oxley Act, the costs associated with managing
        the
        construction of two new projects in development, $0.2 million for the costs
        of
        staffing for expansion and a charge of $0.2 million relating to the early
        repayment of debt in our South African segment. In addition, a major road
        closure during the second quarter of 2005 slowed the revenue growth in Caledon
        and impacted earnings for the nine months ended September 30, 2005.
 
 A
        discussion by business segment follows below.
 
  *--29--*
  **CRIPPLE
        CREEK, COLORADO (Formerly Colorado)**
 
 Womacks’
        results of operations for the three and nine months ended September 30, 2005
        and
        2004 are as follows:
 
 **For
                  the three months ended**
                **September
                  30,**
              **For
                  the nine months****ended**
                **September
                  30,***Amounts
                  in thousands*
              **2005**
              **2004**
              **2005**
              **2004****Operating
                  Revenue**Casino
              $
              5,414
              $
              5,557
              $
              14,675
              $
              15,503Hotel,
                  food and beverage
              
              440
              
              498
              
              1,151
              
              1,202Other
                  (net of promotional allowances)
              
              (870)
              
              (1,010)
              
              (2,577)
              
              (2,679)Net
                  operating revenue
              
              4,984
              
              5,045
              
              13,249
              
              14,026**Costs
                  and Expenses**Casino
              
              1,790
              
              1,912
              
              5,039
              
              5,190Hotel,
                  food and beverage
              
              219
              
              223
              
              509
              
              454General
                  and administrative
              
              918
              
              933
              
              2,710
              
              2,719Depreciation
              
              417
              
              382
              
              1,290
              
              1,0553,344
              
              3,450
              
              9,548
              
              9,418Earnings
                  from operations
              
              1,640
              
              1,595
              
              3,701
              
              4,608Interest
                  income
              
              2
              
              3
              
              8
              
              9Interest
                  (expense)
              
              (366)
              
              (284)
              
              (1,082)
              
              (841)Interest
                  expense on non-Cripple Creek debt allocated to Corporate and Other
                segment
              
              500
              
              313
              
              1,289
              
              925Other
                  (expense), net
              
              -
              
              (1)
              
              -
              
              -Earnings
                  before income taxes
              
              1,776
              
              1,626
              
              3,916
              
              4,701Income
                  tax expense
              
              675
              
              618
              
              1,488
              
              1,786**Net
                  Earnings**
              **$**
              **1,101**
              **$**
              **1,008**
              **$**
              **2,428**
              **$**
              **2,915**
  **Casino
        Market Data**
 
 **For
                  the three months**
                **ended
                  September 30,**
              **For
                  the nine months**
                **ended
                  September 30,****2005**
              **2004**
              **2005**
              **2004**Market
                  share of the Cripple Creek gaming revenue
              
              12.8%
              
              13.2%
              
              12.8%
              
              13.7%Average
                  number of slot machines
              
              608
              
              648
              
              625
              
              634Market
                  share of Cripple Creek gaming devices
              
              12.9%
              
              13.5%
              
              13.1%
              
              13.9%Average
                  slot machine win per day
              
              $
                  95
              
              $
                  91
              
              $
                  85
              
              $
                  88Cripple
                  Creek average slot machine win per day
              
              $
                  95
              
              $
                  91
              
              $
                  87
              
              $
                  88
 
  *--30--*
  **General**
 
 Management
        uses points and coupons to attract customers with the expectation of increasing
        gaming revenue, while monitoring and adjusting the programs as necessary.
        Excluding the previously reported high redemption in February 2005, the cost
        of
        points and coupons is in line with management’s expectations and prior year
        results.
 
 Womacks
        leases a portion of its slot machines from manufacturers under participation
        agreements, 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 canceled 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 to $35 per slot
        machine
        for the duration of the lease. In most instances, the branded games 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 a casino operating cost. Management makes its decisions
        to
        introduce these machines based on the consumer demand for the
        product.
 
 Since
        the
        beginning of 2004 we have spent approximately $3 million to upgrade the product
        mix on the gaming floor, improve the player tracking system and introduce
        cashless (Ticket-in/Ticket-out or “TITO”) gaming machines. We currently have 245
        TITO machines installed. The Company expects that these ongoing improvements
        will add to the customer experience and further improve customer service.
        Management believes that these ongoing efforts have helped limit the decrease
        in
        gaming revenue.
 
 Poor
        performing slot machines were removed from the floor and not replaced, resulting
        in a reduction in the average number of slot machines during the three and
        nine
        month periods ended September 30, 2005.
 
 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, or cash and other prizes. Management continues to refine the Womacks
        product by upgrading the interior of the facilities and modifying the slot
        machine mix. In addition, Womacks is one of the largest gaming facilities
        in
        Cripple Creek, and we have the capacity to expand Womacks to the rear of
        the
        property on a single level at a later date if we elect to do so.
 
 Womacks
        operated two restaurants, “Bob’s Grill” and the “Cut Above Buffet” to provide an
        alternative to patrons of the casino. The “Cut Above Buffet” was opened in May
        2004 and operated on the second floor of the casino. Although it attracted
        new
        customers to Womacks Gold Club, it was not a significant stimulus to gaming
        revenue and was closed on July 30, 2005.
 
 The
        increase in depreciation for 2005 is primarily the result of the addition
        of
        gaming equipment during 2004.
 
 The
        negative interest expense results from amounts advanced to the Corporate
        and
        Other segment to fund the Company’s acquisitions and repurchases of its common
        stock. We reduce the interest expense incurred by WMCK under our credit facility
        by the amount of interest allocated to the Corporate and Other segment. Because
        the Company has not repaid the funds advanced, the debt and accumulated interest
        allocated to the Corporate & Other segment exceeded the total outstanding
        borrowing. As a result, Womacks reported a net negative interest expense.
 
 Womacks’
        effective tax rate has remained stable at approximately 38%.
 
  *--31--*
  **Three
        Months Ended September 30, 2005 vs. 2004**
 
 Casino
        revenue was 2.6% lower than during the same period last year compared to
        a 4.4%
        reduction in Womacks’ market share of gaming devices, primarily as a result of
        competitive impact of two additional casinos in Cripple Creek.
 
 Based
        on
        management’s ongoing evaluation of the complimentary (“comp”) policies at the
        casino, other revenue (net of promotional allowances) was 16.1% of casino
        revenue compared to 18.2% in the same period last year.
 
 Casino
        expenses decreased by 6.4% or $0.1 million primarily as a result of the
        elimination of TV advertising and a reduction in coupon redemption.
 
 **Nine
        Months Ended September 30, 2005 vs. 2004**
 
 Casino
        revenue was 5.3% lower than the same period last year compared to a 7.2%
        reduction in Womacks’ market share of gaming devices. Womacks’ market share of
        gaming devices fell from 13.9% in the first nine months of 2004 to 13.1%
        in
        2005. This was due to an additional casino opening in Cripple Creek in June
        2004, bringing the total number of casino licenses to 19. Womacks has not
        yet
        overcome the dilution in the market, but continues to take measures to compete
        in this region.
 
 Casino
        costs decreased by approximately $0.2 million primarily as a result of managing
        the labor cost and a reduction in advertising expenditures.
 
 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 $0.2 million.
  *--32--*
  **SOUTH
        AFRICA**
 
 Operating
        results in U.S. dollars for the three and nine months ended September 30,
        2005
        and 2004 were as follows:
 
 **CALEDON**
              **For
                  the three months**
                **ended
                  September 30,**
              **For
                  the nine months**
                **ended
                  September 30,***Amounts
                  in thousands*
              **2005**
              **2004**
              **2005**
              **2004****Operating
                  Revenue**Casino
              $
              3,589
              $
              3,148
              $
              10,790
              $
              8,872Hotel,
                  food and beverage
              
              802
              
              760
              
              2,260
              
              1,995Other
                  (net of promotional allowances)
              
              (233)
              
              (53)
              
              (526)
              
              (289)Net
                  operating revenue
              
              4,158
              
              3,855
              
              12,524
              
              10,578**Costs
                  and Expenses**Casino
              
              1,409
              
              1,282
              
              4,187
              
              3,613Hotel,
                  food and beverage
              
              510
              
              620
              
              1,575
              
              1,791General
                  and administrative
              
              641
              
              520
              
              1,884
              
              1,491Depreciation
              
              374
              
              318
              
              1,206
              
              9722,934
              
              2,740
              
              8,852
              
              7,867Earnings
                  from operations
              
              1,224
              
              1,115
              
              3,672
              
              2,711Interest
                  income
              
              6
              
              25
              
              39
              
              96Interest
                  expense
              
              (132)
              
              (188)
              
              (441)
              
              (605)Early
                  debt repayment expense
              
              (181)
              
              -
              
              (181)
              
              -Other
                  (expense), net
              
              -
              
              (1)
              
              -
              
              -Earnings
                  before income taxes
              
              917
              
              951
              
              3,089
              
              2,202Income
                  tax expense
              
              321
              
              308
              
              1,030
              
              635**Net
                  Earnings**
              **$**
              **596**
              **$**
              **643**
              **$**
              **2,059**
              **$**
              **1,567**
 
 **CENTURY
                  CASINOS AFRICA******Costs
                  and Expenses**Management
                  Fees payable to Corporate and Other segment
              $
              379
              $
              -
              $
              1,059
              $
              -General
                  and administrative
              
              36
              
              6
              
              122
              
              58Loss
                  from operations
              
              (415)
              
              (6)
              
              (1,181)
              
              (58)Interest
                  income
              
              15
              
              9
              
              50
              
              18Interest
                  expense payable to Corporate and Other segment
              
              (287)
              
              (261)
              
              (901)
              
              (261)Loss
                  before income taxes
              
              (687)
              
              (258)
              
              (2,032)
              
              (301)Income
                  tax benefit
              
              (207)
              
              (76)
              
              (612)
              
              (88)**Net
                  Loss**
              **$**
              **(480)**
              **$**
              **(182)**
              **$**
              **(1,420)**
              **$**
              **(213)****SOUTH
                  AFRICA NET EARNINGS**
              **$**
              **116**
              **$**
              **461**
              **$**
              **639**
              **$**
              **1,354****Average
                  exchange rate (Rand/USD)**
              
              **6.50**
              
              **6.42**
              
              **6.27**
              
              **6.56**
  *--33--*
  
 Operating
        results in Rand for the three and nine months ended September 30, 2005 and
        2004
        are as follows:
 
 **CALEDON**
              **For
                  the three months**
                **ended
                  September 30,**
              **For
                  the nine months**
                **ended
                  September 30,***Amounts
                  in thousands*
              **2005**
              **2004**
              **2005**
              **2004****Operating
                  Revenue**Casino
              R
              23,322
              R
              20,205
              R
              67,404
              R
              58,203Hotel,
                  food and beverage
              
              5,208
              
              4,871
              
              14,125
              
              13,076Other
                  (net of promotional allowances)
              
              (1,510)
              
              (301)
              
              (3,346)
              
              (1,834)Net
                  operating revenue
              
              27,020
              
              24,775
              
              78,183
              
              69,445**Costs
                  and Expenses**Casino
              
              9,140
              
              8,225
              
              26,204
              
              23,713Hotel,
                  food and beverage
              
              3,334
              
              3,971
              
              9,853
              
              11,753General
                  and administrative
              
              4,174
              
              3,369
              
              11,856
              
              9,812Depreciation
              
              2,435
              
              2,038
              
              7,599
              
              6,38419,083
              
              17,603
              
              55,512
              
              51,662Earnings
                  from operations
              
              7,937
              
              7,172
              
              22,671
              
              17,783Interest
                  income
              
              43
              
              156
              
              241
              
              633Interest
                  expense
              
              (846)
              
              (1,218)
              
              (2,737)
              
              (3,984)Early
                  debt repayment expense
              
              (1,200)
              
              -
              
              (1,200)
              
              -Other
                  income, net
              
              -
              
              -
              
              -
              
              -Earnings
                  before income taxes
              
              5,934
              
              6,110
              
              18,975
              
              14,432Income
                  tax expense
              
              2,078
              
              1,977
              
              6,361
              
              4,168**Net
                  Earnings**
              **R**
              **3,856**
              **R**
              **4,133**
              **R**
              **12,614**
              **R**
              **10,264**
 
 **CENTURY
                  CASINOS AFRICA******Costs
                  and Expenses**Management
                  fees paid to Corporate and Other segment
              R
              2,541
              R
              -
              R
              6,823
              R
              -General
                  and administrative
              
              159
              
              45
              
              589
              
              404Loss
                  from operations
              
              (2,700)
              
              (45)
              
              (7,412)
              
              (404)Interest
                  income
              
              95
              
              64
              
              312
              
              122Interest
                  expense payable to Corporate and Other segment
              
              (1,863)
              
              (1,680)
              
              (5,631)
              
              (1,680)Loss
                  before income taxes
              
              (4,468)
              
              (1,661)
              
              (12,731)
              
              (1,962)Income
                  tax benefit
              
              (1,341)
              
              (498)
              
              (3,820)
              
              (575)**Net
                  Loss**
              **R**
              **(3,127)**
              **R**
              **(1,163)**
              **R**
              **(8,911)**
              **R**
              **(1,387)****SOUTH
                  AFRICA NET EARNINGS**
              **R**
              **729**
              **R**
              **2,970**
              **R**
              **3,703**
              **R**
              **8,877**
 
  *--34--*
  **Casino
        Market Data (in Rand)**
 **For
                  the three months**
                **ended
                  September 30,**
              **For
                  the nine months**
                **ended
                  September 30,****2005**
              **2004**
              **2005**
              **2004**Market
                  share of the Western Cape gaming revenue
              5.6%
              6.0%
              5.6%
              5.9%Market
                  share of Western Cape gaming devices
              11.3%
              11.4%
              11.4%
              11.2%Average
                  number of slot machines
              300
              290
              300
              285Average
                  slot machine win per day
              777
                  Rand
              690
                  Rand
              766
                  Rand
              680
                  RandAverage
                  number of tables
              9
              9
              9
              9Average
                  table win per day
              2,085
                  Rand
              2,158
                  Rand
              1,821
                  Rand
              2,083
                  Rand
 
 **General**
 
 Improvement
        in the Rand versus the Dollar has had a positive impact on the segment’s
        year-to-date results reported in dollars. The results discussed below are
        based
        on the Rand to eliminate the effect of fluctuations in foreign currency exchange
        rates.
 
 Cash
        couponing and a variety of other marketing efforts have been used to stimulate
        the casino revenues in Caledon. Improvement in the casino management has
        also
        been a key element in managing the growth at the resort.
 
 The
        conversion to cashless gaming in March 2005 has resulted in a significant
        increase in the accumulation of points earned by players reported as an offset
        to operating revenue, other. All patrons are required to create a personal
        players account and play with a card on which they always earn points. Although
        gaming revenues increased, the point liability to 47,000 active player accounts,
        compared to 5,000 active player accounts in the first quarter 2005, affects
        the
        reported results.
 
 CCAL
        offers an array of amenities to guests of the resort as a complement to the
        gaming experience. The resort currently operates a total of three restaurants,
        two bars, a conference facility and the “Outdoor Experience” (a team building
        facility). We are reviewing plans to re-use the former equestrian center
        in
        conjunction with a proposed golf course development. In addition to the casino
        license, hotel and spa, CCAL owns approximately 600 acres of land that may
        be
        used for future expansion.
 
 In
        previous years, CCAL advertised the casino and hotel operations separately.
        Current marketing efforts have focused on emphasizing the overall resort
        qualities of the operation, inclusive of both the casino and the hotel. This
        has
        helped reduce the marketing cost by combining labor efforts and advertising
        dollars. The combined cost is included in casino cost, thereby contributing
        to
        the reduction in hotel, food and beverage expenses.
 
 Depreciation
        expense has been affected by the completion of a number of improvement projects
        at CCAL in 2004. From September 30, 2004 to September 30, 2005, depreciable
        assets have increased by 9.9 million Rand.
 
 Interest
        expense for CCAL has decreased due to the early repayment of the term loan
        with
        ABSA in July 2005 and the early repayment of a series of capital leases in
        February 2005, offset by additional interest due on a 60 million Rand term
        loan
        borrowed by Caledon in August 2005. In order to repay ABSA Bank, CCAL entered
        into an overdraft facility with Nedbank Limited in the amount of 18.8 million
        Rand under which Nedbank Limited extended temporary financing until the long
        term loan agreement was completed.. The weighted average interest on the
        borrowings under term loan agreements for our South African subsidiaries
        was
        13.7% and 16.9% for the nine months ended September 30, 2005 and 2004,
        respectively.
  *--35--*
  Interest
        expense, net for CCA is comprised exclusively of interest on loan agreements
        between CCA and the Corporate and Other Segment (consequently, the amounts
        eliminate on a consolidated basis).
  General
        and administrative expenses for CCA include fees paid to the Corporate and
        Other
        segment for services provided to CCA. These fees, as discussed below, eliminate
        on a consolidated basis. The fee agreement went into effect in the fourth
        quarter of 2004.
 
 **Three
        Months Ended September 30, 2005 vs. 2004**
 
 Casino
        revenue increased 15.4% from the third quarter of 2004 to the third quarter
        of
        2005, a direct result of increase in slot win per day of 12.6% during the
        same
        period and continued marketing efforts. Additionally, Caledon increased the
        average number of slot machines by 3.4% over the same period.
 
 Operating
        revenue, other for the three months ended September 30, 2005 was impacted
        by a
        0.7 million Rand increase in points, recorded as an offset to revenue,
        attributable to the conversion to cashless gaming and an increase in overall
        play.
 
 The
        0.6
        million Rand reduction in hotel, food and beverage expenses results primarily
        from elimination of the marketing staff at the hotel in conjunction with
        our
        decision to market the casino and hotel operations together.
 
 The
        0.8
        million Rand increase in Caledon’s general and administrative expenses is
        primarily the result of outsourcing the security service contracts and the
        cost
        of performance management training.
 
 In
        an
        effort to reduce overall interest charges to the casino, Caledon paid off
        its
        existing loan with ABSA bank in July 2005 with proceeds from a new 60 million
        Rand term loan from Nedbank. Caledon incurred a $1.2 million Rand charge
        relating to the early repayment of the ABSA bank loan. As a result of the
        transaction, Caledon was able to significantly lower its effective interest
        rate
        on outstanding term loans from 16.9% to a current 9.0%.
 
 Fees
        paid
        by CCA to the Corporate and Other segment for services provided to CCA totaled
        2.6 million Rand during the three months ended September 30, 2005. There
        were no
        fees paid during the three months ended
        September 30, 2004.
 
 **Nine
        Months Ended September 30, 2005 vs. 2004**
 
 Revenue
        growth for 2005 slowed due to the closure of a significant portion of the
        main
        east/west highway to Caledon from April 11, 2005 to May 27, 2005. The impact
        of
        the road damage also affected hotel, food and beverage revenue. In addition,
        during the current year, the South African government introduced new currency
        notes. The casino experienced an initial rejection rate of 80% on these new
        notes, which has been diminishing as the Company installed new bill validation
        software for the wide variety of slot machines maintained by the casino.
        Despite
        these negative factors, the casino still managed to increase slot win per
        day by
        12.6% during the nine months ended September 30, 2005 compared to the nine
        months ended September 30, 2004.
 
 Operating
        revenue, other for the nine months ended September 30, 2005 was impacted
        by a
        1.2 million Rand increase in points, recorded as an offset to revenue,
        attributable to the conversion to cashless gaming in March 2005 and an increase
        in overall play.
 
 The
        1.9
        million Rand reduction in hotel, food and beverage expenses results primarily
        from the elimination of the separate hotel marketing staff, which decreased
        advertising and promotion costs for the hotel.
  *--36--*
  Contributing
        to the 2.0 million Rand increase in Caledon general and administrative
        expenses are non-capitalized repairs to the property and legal,
        professional and accounting services related to the implementation of management
        agreements and the defense of the ongoing tax audit.
 
 Fees
        paid
        by CCA to the Corporate and Other segment for services provided to CCA totaled
        6.8 million Rand during the nine months ended September 30, 2005. There were
        no
        fees paid during the first nine months of 2004.
 
  *--37--*
  **CRUISE
        SHIPS**
 
 The
        Cruise Ships segment’s operating results for the three and nine months ended
        September 30, 2005 and 2004 were as follows:
  **For
                  the three months ended**
                **September
                  30,**
              **For
                  the nine months****ended**
                **September
                  30,***Amounts
                  in thousands*
              **2005**
              **2004**
              **2005**
              **2004****Operating
                  Revenue**Casino
              $
              781
              $
              644
              $
              2,107
              $
              1,848Other
                  (net of promotional allowances)
              
              85
              
              44
              
              187
              
              111Net
                  operating revenue
              
              866
              
              688
              
              2,294
              
              1,959**Costs
                  and Expenses**Casino
              
              551
              
              461
              
              1,526
              
              1,325Depreciation
              
              35
              
              25
              
              96
              
              67586
              
              486
              
              1,622
              
              1,392Earnings
                  from operations
              
              280
              
              202
              
              672
              
              567Income
                  tax expense
              
              8
              
              6
              
              20
              
              17**Net
                  Earnings**
              **$**
              **272**
              **$**
              **196**
              **$**
              **652**
              **$**
              **550**
 
 **General**
 
 We
        experience fluctuations in the casino revenue generated on each cruise depending
        on the number and gaming quality of the players and passengers, and these
        fluctuations may be extreme. In addition, the cruise ships on which we conduct
        operations may be out of service from time to time for periodic maintenance
        or
        based on the operating schedule set by the cruise line. As a result, revenues
        in
        our cruise ship segment may fluctuate significantly from period to period.
 
 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. The Nautica was taken
        out of service in November 2004 following the completion of its 2004 cruise
        schedule. We expect that the Nautica will resume operations in November 2005.
        The casino concession agreement with the Silver Shadow terminated at the
        end of
        September 2005 and will not be renewed. For the nine months ended September
        30,
        2005, the Silver Shadow contributed $0.4 million of net operating revenue
        and
        $0.2 million of net income to the condensed consolidated statement of
        earnings.
 
 Concession
        fees paid to the ship operators, as discussed for the three- and nine-month
        periods below, and staff costs which include the transportation cost to rotate
        personnel to and from the ships, are the most significant costs of operating
        the
        casinos aboard the ships. Staff costs have remained relatively stable in
        relation to the casino revenues generated.
 
  *--38--*
  **Three
        Months Ended September 30, 2005 vs. 2004**
 
 Cruise
        ship revenue increased 25.9% for the three months ended September 30, 2005
        as
        compared to the same period in 2004. For the three months ended September
        30,
        2005, we operated casinos on a total of seven ships: four on Silversea Cruises,
        one on the World of ResidenSea and two on Oceania Cruises, compared to a
        total
        of eight ships during the same period in 2004. However, in August 2004 the
        Silver Wind suffered a loss to a single player, representing almost 8% of
        the
        total ship casino revenue for the period. As a result of this loss, the earnings
        from operations for the 2004 period were significantly reduced.
 
 Concession
        fees paid to the ship operators in accordance with the agreements accounted
        for
        $0.3 million and $0.2 million of the total casino expenses incurred
        for the
        three months ended September 30, 2005 and 2004, respectively.
 
 **Nine
        Months Ended September 30, 2005 vs. 2004**
 
 In
        the
        first nine months of 2005, we operated casinos on a total of seven ships:
        four
        on Silversea Cruises, one on the World of ResidenSea and two on Oceania Cruises,
        compared to a total of eight ships during the same period in 2004. As noted
        above, several of the cruise ships were inactive for periods of 2004. We
        cannot
        operate our casinos while the ships are in port. As a result, 2004 revenues
        were
        negatively impacted.
 
 Concession
        fees paid to the ship operators in accordance with the agreements accounted
        for
        $0.9 million and $0.7 million of the total casino expenses incurred
        for the
        nine months ended September 30, 2005 and 2004,
        respectively.
 
  *--39--*
  **CORPORATE
        & OTHER**
 **For
                  the three months**
                **ended
                  September 30,**
              **For
                  the nine months**
                **ended
                  September 30,***Amounts
                  in thousands*
              **2005**
              **2004**
              **2005**
              **2004****Operating
                  Revenue**Management
                  fees earned from South African segment
              **$**
              379
              **$**
              -
              **$**
              1,059
              **$**
              -Management
                  fees earned from Central City, Colorado segment
              
              364
              
              -
              
              364Other
              
              22
              
              88
              
              56
              
              125Net
                  operating revenue
              
              765
              
              88
              
              1,479
              
              125**Costs
                  and Expenses**General
                  and administrative
              
              1,016
              
              840
              
              3,216
              
              2,237Property
                  write-down and other write-offs, net of recoveries
              
              -
              
              -
              
              (30)
              
              -Depreciation
              
              21
              
              7
              
              45
              
              201,037
              
              847
              
              3,231
              
              2,257(Loss)
                  Earnings from unconsolidated subsidiary
              
              -
              
              (45)
              
              (109)
              
              6Loss
                  from operations
              
              (272)
              
              (804)
              
              (1,861)
              
              (2,126)Interest
                  income
              
              19
              
              -
              
              28
              
              5Interest
                  income earned from Cripple Creek Colorado segment
              
              85
              
              84
              
              256
              
              255Interest
                  income earned from South African segment
              
              287
              
              261
              
              901
              
              261Interest
                  (expense) allocated from Cripple Creek, Colorado segment on
                  non-
                Cripple
                  Creek debt
              
              (500)
              
              (313)
              
              (1,289)
              
              (925)Interest
                  (expense), net
              
              (1)
              
              -
              
              (8)
              
              (10)Other
                  income, net
              
              7
              
              1
              
              6
              
              1Non-operating
                  items from unconsolidated subsidiary
              
              -
              
              6
              
              (4)
              
              (2)Loss
                  before income taxes and minority interest
              
              (375)
              
              (765)
              
              (1,971)
              
              (2,541)Income
                  tax benefit
              
              237
              
              358
              
              1,220
              
              1,062Minority
                  interest
              
              (26)
              
              (25)
              
              (88)
              
              (56)**Net
                  Income (Loss)**
              **$**
              **(164)**
              **$**
              **(432)**
              **$**
              **(839)**
              **$**
              **(1,535)**
 
 **General**
 
 Revenue
        in the Corporate and Other segment includes fees paid by the South African
        segment for accounting and managerial services, which eliminate in
        consolidation. Additionally, this segment records fees paid by CC Tollgate
        LLC
        under a casino services agreement and fees paid by Casino Millennium under
        a
        technical services agreement.
 
 General
        and administrative expenses have increased largely due to costs associated
        with
        new expansion projects, increases in corporate staffing and costs associated
        with Sarbanes-Oxley Act compliance. Compliance with the Sarbanes-Oxley Act
        has
        also resulted in increased auditing costs.
  *--40--*
  We
        increased our staffing levels in advance of our two new projects in order
        to
        effectively integrate these operations into our corporate structure. In
        addition, we have also increased staffing to better comply with the requirements
        of the Sarbanes-Oxley Act.
 
 **Three
        Months Ended September 30, 2005 vs. 2004**
 
 The
        South
        African segment paid $0.4 million in fees to the Corporate and Other segment
        during the three month period ended September 30, 2005. Also included in
        operating revenue is $0.4 million in casino services fees paid by the Central
        City, Colorado segment.
 
 As
        a
        result of additional staffing, compensation costs (included in general and
        administrative expenses) increased by $0.1 million for the three month period
        ended September 30, 2005.
 
 During
        the three-month period ended September 30, 2005, we incurred $0.3 million
        in
        non-recurring consultancy fees for charges relating to Sarbanes-Oxley Act
        work.
 
 In
        total,
        general and administrative expenses increased by $0.2 million. Increases
        in
        staff, consultancy and other expenses were offset by a $0.4 million decrease
        in
        the bonus expense as a result of management’s periodic review.
 
 In
        the
        second quarter of 2005, we began depreciating non-operating casino property
        held
        in Nevada, as a result of our determination that the property could no longer
        be
        classified as held for sale, which accounted for the increase in depreciation
        expense.
 
 The
        Corporate and Other segment includes earnings and losses sustained by multiple
        companies taxed at their respective country’s rates. The mix of earnings and
        losses impacts the effective rate reported in the segment.
 
 **Nine
        Months Ended September 30, 2005 vs. 2004**
 
 The
        South
        African segment paid $1.1 million in fees to the Corporate and Other segment
        during the nine month period ended September 30, 2005. Also included in
        operating revenue is $0.4 million in casino services fees paid by the Central
        City, Colorado segment.
 
 As
        a
        result of additional staffing, compensation costs (included in general and
        administrative expenses) increased by $0.3 million for the nine month period
        ended September 30, 2005.
 
 During
        the nine months ended September 30, 2005 we incurred $0.5 million in
        non-recurring consultancy fees for charges relating to Sarbanes-Oxley Act
        work.
 
 In
        total,
        general and administrative expenses increased by $1.0 million.
 
 Casino
        Millennium’s results, reported as (loss) earnings from unconsolidated
        subsidiary, were significantly behind the prior year periods. The net operating
        revenue and net (loss) earnings decreased significantly, primarily as a result
        of a reduction in the guest count which is attributed to poor winter weather
        conditions in the first part of the year, a competitive market environment
        in
        the Czech Republic which includes a number of slot arcades that are permitted
        to
        operate at the same maximum bet as Casino Millennium and inflationary pressures.
        Low hold percentages, particularly in the live games, have also had a negative
        impact on their results.
 
 The
        significant increase in interest income earned from the South African segment
        relates to the interest earned on debt between the South African segment
        and its
        parent company (which is included as a part of the Corporate and Other segment).
        The related loan agreement went into effect in the third quarter
   *--41--*
 of
        2004. This interest earned eliminates against the interest expense included
        in
        the South African segment; consequently there is no effect on the consolidated
        net income.
 
 The
        change in minority interest reflects the increase in earnings in
        CRL.
 
 The
        Corporate and Other segment includes earnings and losses sustained by multiple
        companies taxed at their respective country’s rates. The mix of earnings and
        losses impacts the effective rate reported in the segment.
 
  *--42--*
  **CENTRAL
        CITY, COLORADO**
 
 We
        are **** developing
        a casino and hotel project in Central City, Colorado. The proposed $48.7
        million
        development includes a 60,000 square foot casino and back of house with 625
        slot
        machines, six table games, 27 hotel rooms, retail, food and beverage amenities
        and a 500-space on-site covered parking garage. We have also entered into
        a
        long-term agreement to manage the facility. Completion of the project is
        subject
        to various conditions and approvals, including, but not limited to securing
        acceptable financing and licensing by the Colorado Division of Gaming. Casino
        licenses in Colorado are not limited in number by state gaming laws and are
        primarily subject to successful background investigations by the Colorado
        Division of Gaming. The Company is currently licensed in Colorado for gaming
        at
        Womacks Casino and Hotel in Cripple Creek. Our current expectation is that
        we
        will complete construction during the third quarter of 2006.
 
 We
        awarded partial construction contracts in April 2005. Work has been completed
        on
        the underground utility work. Contractors have begun the framing and setting
        of
        steel for the casino. In addition, the excavation and shoring for the parking
        garage has begun.
 
 For
        the
        three and nine months ending September 30, 2005, we incurred $0.4 million
        and
        $0.5 million in pre-opening expenses ($0.4 million of which are fees
        earned
        by CCM in connection with a casino services agreement and reported as revenue
        in
        the corporate and other segment), respectively, which are included in general
        and administrative expenses, but eliminated in consolidation. Losses in CC
        Tollgate LLC are allocated by way of the minority interest; therefore the
        fees
        earned by CCM contribute to the condensed consolidated net income.
 
 **EDMONTON,
        ALBERTA, CANADA**
 
 We
        are **** developing
        a casino and hotel project in Edmonton, Alberta, Canada. The project is expected
        to include a casino with 600 gaming machines, 31 gaming tables, food and
        beverage amenities, a dinner theater, a 300 space underground parking facility,
        approximately 600 surface parking spaces and a 26-room hotel. We expect the
        project to cost approximately $26.4 million ($31.3 million Canadian).
        Construction is expected to be completed by the fourth quarter 2006. Upon
        completion of construction, CRA expects to receive its gaming license from
        the
        Alberta Gaming and Liquor Commission (“AGLC”). On December 17, 2004, the AGLC
        granted approval to begin construction of the casino property. As is customary,
        the issuance of the license does not occur until completion of construction
        and
        after all federal and provincial legislation, regulation and policies, and
        municipal requirements, permits, licenses and/or authorizations have been
        met.
        The Company has entered into a long-term agreement to manage the
        facility.
 
 We
        issued a
        letter of commitment totaling $3.9 million Canadian in May 2005 and work
        immediately began on the construction of the underground parking facility
        and
        other site development. In July 2005, we signed an additional letter of
        commitment totaling $2.0 million Canadian for completion of the underground
        parking facility and for material orders needed for the timely construction
        of
        the framework of the casino.
  For
        the
        three and nine months ending September 30, 2005, we incurred $0.1 million
        and
        $0.2 million in pre-opening expenses, respectively, which are included in
        general and administrative expenses.
 
  *--43--*
  **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 Cash
        and
        cash equivalents totaled $17.7 million at September 30, 2005,
        and the
        Company had working capital (current assets minus current liabilities) of
        $8.4
        million. Additional liquidity at Womacks may be provided by the Company’s
        revolving credit facility with Wells Fargo Bank, under which the Company
        had an
        original commitment of $26 million (currently $20.6 million net of the quarterly
        reduction) and unused borrowing capacity of approximately $5.2 million at
        September 30, 2005. The maturity date of the borrowing commitment is August
        2007. The
        available balance was reduced by $0.3 million on October 1, 2005,
        will
        be further reduced by $0.6 million for each of the quarters beginning January
        1,
        2006 and April 1, 2006, and then further reduced by $0.7 million at the
        beginning of each quarter beginning July 1, 2006 until maturity in August
        2007.
        Borrowings under the credit facility may be used for
        capital expenditures and working capital at Cripple Creek. Additionally,
        in July
        2005, the Company filed a shelf registration statement with the SEC, under
        which
        we could issue up to $50 million in aggregate issue price of common stock,
        preferred stock, debt securities and depository certificates. In October
        2005,
        under this shelf registration, we issued 7,132,667 shares of common stock,
        in
        the form of Austrian Depositary Certificates, through our underwriter, to
        retail
        and institutional investors in the Republic of Austria and in a private
        placement to institutional investors in Europe outside of the Republic of
        Austria. Net proceeds from this issuance were approximately $47 million.
        We plan
        to use these proceeds to make investments in additional gaming projects and
        for
        working capital and other general corporate purposes.
 
 For
        the
        nine months ended September 30, 2005, cash provided by operating activities
        was
        $5.1 million compared with $5.8 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 $11.3 million for the first nine months of 2005
        consisted of a $2.4 million contribution by us towards our investment
        in
        CRA, less $1.6 million in net cash acquired, $0.3 million in property and
        equipment additions at Womacks, $1.4 million in property improvements, gaming
        equipment and security equipment additions at Caledon, South Africa, $0.4
        million in expenditures to upgrade some of the cruise ships with ticket-out
        slot
        machines and other gaming equipment, $5.8 million towards construction in
        Central City, Colorado, and $2.7 million in additional expenditures towards
        construction on the property in Edmonton, Canada, less $0.1 million in proceeds
        from the disposition of property. Cash used in investing activities of $3.5
        million for the first nine months of 2004 included $0.4 million towards the
        upgrade of the slot accounting system and $1.9 million towards new slot games
        at
        Womacks, $0.9 million in improvements to the property in Caledon, South Africa,
        $0.2 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
        provided by financing activities of $16.0 million for the first nine months
        of
        2005 consisted of net borrowings of $3.1 million under a credit facility
        with
        Colorado Business Bank, $4.5 million from a private lender and $9.4 million
        under the loan agreement with Nedbank. The Company also received $2.3 million
        in
        proceeds from the exercise of stock options and $0.6 million from the release
        of
        restricted cash associated with the ABSA loan for Caledon. These inflows
        of cash
        were offset by net repayments of $0.2 million under the revolving credit
        facility with Wells Fargo, $3.0 million under the Caledon loan agreement
        we
        entered into with ABSA, other net repayments of $0.2 million and deferred
        financing charges of $0.5 million. 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 revolving credit facility with Wells Fargo, net
        repayments of $1.1 million under the loan agreement with ABSA, repayment
        of $0.4
        million to a founding shareholder and other net repayments of $0.2 million,
        less
        net borrowings of $0.1 million from a former director.
 
 On
        April
        8, 2005, CC Tollgate LLC entered into a loan agreement with Colorado Business
        Bank securing $5.0 million to finance the predevelopment construction costs
        associated with the development of the Central City, Colorado project. As
        of
        September 30, 2005, $3.1 million of principal is outstanding. Under
        the
        amended terms of the agreement, the loan will mature on
        January 4, 2006 at which time the
  *--44--*
 principal
          is due with interest calculated at prime plus 0.5%. The note is secured
          by the
          existing property and improvements and by guarantees provided by the Company
          and
          Tollgate Venture LLC.
 
 On
        August
        2, 2005, we secured $4.5 million in funding from a private lender, which
        bears
        interest at a rate of 16.7% per annum and matures in August 2007. In exchange
        for the funds, the Company has pledged all the outstanding stock of CTI and
        its
        equity interest in CTL. Proceeds from these borrowings were used in the
        development of the casino and hotel in Central City, Colorado. On October
        21,
        2005, the Company repaid the $4.5 million, plus accrued interest, without
        penalty.
 
 On
        August
        26, 2005, Century Casinos Caledon Pty Limited entered into a long term loan
        agreement (“Note”) with Nedbank for 60 million Rand. The Note is secured by 10.0
        million Rand of CCAL’s assets and 100% of its issued share capital. Proceeds
        from the Note were used to repay the existing ABSA loan and existing shareholder
        loans to CRL. The remaining proceeds of the Note will be used to fund the
        expansion of the Caledon Hotel, Casino & Spa.
 
 On
        September 23, 2005, Wells Fargo Gaming Capital, a funding unit of Wells Fargo
        Bank, National Association (“Wells Fargo”) advised CC Tollgate Casino, LLC via a
        letter of commitment that it was prepared to provide $35 million in financing.
        Wells Fargo has informed the Company that it has successfully formed a syndicate
        of institutional lenders and has procured commitments from such lenders to
        fully
        syndicate the $32.5 million construction loan and $2.5 million revolving
        line of
        credit. Closing of the $35 million loan agreement from Wells Fargo is subject
        to
        the finalization of loan documentation and satisfaction of other closing
        conditions.
 
 Also
        on
        September 23, 2005, through our subsidiary CRA, we agreed to terms with Canadian
        Western Bank for a $20 million Canadian (approximately $17.1 million) credit
        facility for the development of the Celebrations Casino and Hotel in Edmonton,
        Alberta, Canada. The facility is initially structured as a construction loan
        maturing within the earlier of 18 months or upon receipt of a certified
        architectural completion certificate, certificate of occupancy and casino
        license. Upon maturity of the construction loan, Canadian Western Bank will
        issue a term loan to CRA, maturing within one to five years at the election
        of
        CRA. The loan facility is secured by the assets of CRA and guaranteed by
        the
        Company.
 
 The
        Company’s Board of Directors has approved a discretionary program to repurchase
        up to $5 million of the Company’s outstanding common stock. The Company
        has not
        purchased any shares of its common stock on the open market in 2005 .
        Since the inception of the program through September 30, 2005,
        the
        Company has repurchased 2,559,004 shares of its common stock at a total cost
        of
        approximately $3.8 million.
 
 Under
        the
        terms of the contribution agreement for the Central City, Colorado project,
        CC
        Tollgate LLC will pay the minority partner $1.0 million as
        additional consideration for the assets contributed to the project
        upon the
        closing of the senior contruction financing . The payment will represent
        a
        return of the member’s equity in CC Tollgate LLC.
 
 The
        primary source of our future operating cash flows will be from gaming operations
        and the proceeds from the ADC offering. We will continue to rely on revolving
        lines of credit and term loans with commercial banks or other debt instruments
        to supplement our working capital and investing requirements. We believe
        that
        our cash at September 30, 2005, together with expected cash flows from
        operations and borrowing capacity under the Wells Fargo revolving credit
        facility, will be sufficient to fund our anticipated operating costs, capital
        expenditures at existing properties and satisfy our current debt repayment
        obligations. We will continue to evaluate our planned capital expenditures
        at
        each of our existing locations in light of the operating performance of the
        facilities at such locations. From time to time we expect to have cash needs
        for
        the development of new properties that exceed our current borrowing capacity
        and
        we may be required to seek additional financing in the debt or equity markets.
        We may be unable to obtain additional debt or equity financing on acceptable
        terms. As a result, limitations on our capital resources could delay or cause
        us
        to abandon certain plans for the development of new properties.
  *--45--*
  **CRITICAL
        ACCOUNTING POLICIES**
 
 We
        believe the following material accounting policies are the most critical
        to an
        investor’s understanding of the Company’s financial results and condition and/or
        require complex management judgment.
 
 ***Goodwill
        and Other Intangible Assets*** - Our
        goodwill results from the acquisitions of casino and hotel operations and
        represents excess of the purchase price over the fair value of identifiable
        net
        tangible and intangible assets acquired. Goodwill and intangible assets with
        indefinite lives are required to be tested for impairment at least annually
        or
        more frequently if an event occurs or circumstances change that may reduce
        the
        fair value of the asset below its carrying value. We have completed our
        assessment of goodwill and other intangibles with indefinite lives for
        impairment at December 31, 2004 and determined that there have been no
        significant changes in the fair value of the assets, no adverse changes in
        the
        projected cash flows or any events or circumstances that would lead management
        to believe that the fair value of the assets are less than the current carrying
        value of the reporting units. For reporting units with goodwill and/or
        intangible assets with indefinite lives, this test requires the comparison
        of
        the implied fair value of each reporting unit to its carrying value. The
        implied
        fair value includes estimates of future cash flows, as well as estimates
        of
        critical valuation inputs such as discount rates, terminal values and similar
        data based on reasonable and supportable assumptions that represent our best
        estimates. Changes in estimates or application of alternative assumptions
        and
        definitions could produce significantly different results. We will continue
        to
        assess goodwill and other intangibles with indefinite lives for impairment
        at
        least annually hereafter. We will also continue to assess the propriety of
        our
        assignment of indefinite useful lives to intangible assets through analysis
        of
        all pertinent factors used in making such estimates. As of
        September 30, 2005, our assets included goodwill of approximately
        $8.7
        million and casino licenses of approximately $1.9 million.
 
 ***Property
        and Equipment*** - At
        September 30, 2005, we had property and equipment, net of accumulated
        depreciation, totaling $57.8 million, representing 64% of total assets. We
        capitalize the cost of property and equipment. Maintenance and repairs that
        neither materially add to the value of the property nor appreciably prolong
        its
        life are charged to expense as incurred. We depreciate property and equipment
        on
        a straight-line basis over their estimated useful lives. The estimated useful
        lives are based on the nature of the assets and our current operating
        expectations. Future events such as property expansions, new competition
        and new
        regulations could result in a change in the manner in which we are using
        certain
        assets requiring a change in the estimated useful lives of such assets. We
        evaluate long-lived assets for impairment whenever events or changes in
        circumstances indicate that such carrying values may not be recoverable.
        Under
        current standards, the assets must be carried at historical cost if the
        projected cash flows from their use will recover their carrying amounts on
        an
        undiscounted basis and without considering interest. However, if projected
        cash
        flows are less than their carrying value, the long-lived assets must be reduced
        to their estimated fair value. Considerable judgment is required to project
        such
        cash flows and, if required, estimate the fair value of the impaired long-lived
        asset. The estimated future cash flows are based upon, among other things,
        assumptions about expected future operating performance and may differ from
        actual cash flows. We capitalize the cost of property and equipment that
        is
        contributed in a business combination at the fair value of the assets that
        are
        contributed. Capital assets contributed by our minority interest partner
        in CC
        Tollgate LLC were recorded at estimated fair value based on an appraisal
        at the
        time of the contribution. Appraisals, by their nature, involve estimations
        and
        judgment.
 
  *--46--*
  **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, 2005. Actual results may differ materially.
 
 ***Interest
        Rate Sensitivity*** ****
 
 We
        are
        subject to interest rate risk on the outstanding borrowing under our credit
        facility with Wells Fargo Bank. Interest on amounts outstanding under the
        credit
        facility is variable and is computed on a base interest rate we select.
        Accordingly, interest on outstanding debt is subject to fluctuations in the
        prime interest rate as set by Wells Fargo, or LIBOR index charges.
 
 In
        order
        to minimize the risk of increases in the prime rate or LIBOR, we have entered
        into interest-rate swap agreements from time to time. In May 2000, we entered
        into a five-year interest rate swap agreement which matured on July 1, 2005
        on
        $4.0 million notional amount of debt under the credit facility, whereby we
        paid
        a fixed rate of 7.95% and received a LIBOR-based floating rate, reset quarterly
        based on the three-month LIBOR rate. Generally, the swap arrangement was
        advantageous to us to the extent that interest rates increased in the future
        and
        disadvantageous to the extent that they decreased. Therefore, by entering
        into
        the interest rate swap agreements, we had a cash flow risk when interest
        rates
        dropped. In
        an environment of falling interest rates, swap agreements are disadvantageous.
        Without the above mentioned swap agreement, the weighted-average interest
        rate
        on the credit facility for the three months ended September 30, 2005
        and
        2004 would have been 7.0% and 4.6%, respectively and for the nine months
        ended
        September 30, 2005 and 2004 would have been 6.0% and 4.4%. We
        have
        not entered into any new swap agreements subsequent to September 30,
        2005.
 
 We
        are
        also subject to interest rate risk on the outstanding borrowings with Colorado
        Business Bank, Canadian Western Bank and Nedbank Limited and expect to be
        subject to interest rate risk on the revolving portion of our loan with Wells
        Fargo Bank for the construction of the Central City, Colorado casino and
        hotel.
        Interest on amounts outstanding under these loan agreements are variable
        and
        thus subject to fluctuations in their respective prime interest
        rates.
 
 ***Foreign
        Currency Exchange Risk*** ****
 
 A
        total
        of 44.5% of our net operating revenues for the nine months ended September
        30,
        2005 was derived from our South African operations and principally denominated
        in South African Rand. A total of 45.1% of our expenses for the nine months
        ended September 30, 2005 were paid in currencies other than US dollars of
        which
        42.4% was paid in South African Rand, 0.9% was paid in Canadian dollars and
        1.8%
        was 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 increase our exposure to fluctuations in currency
        exchange rates. We have not hedged against foreign currency exchange rate
        changes related to our international operations.
 
  *--47--*
  **Item
        4.**  **CONTROLS
        AND PROCEDURES**
 
 ***Evaluation
        of Disclosure Controls and Procedures -*** Our
        management, with the participation of our Chief Executive Officers, Senior
        Vice-President and Chief Accounting Officer, has evaluated the effectiveness
        of
        our disclosure controls and procedures (as defined in Rules 13a-15(2) and
        15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”), as of the end of the period covered by this report. Based on such
        evaluation, our principal executive officers and principal financial officer
        have concluded that as of such date, our disclosure controls and procedures
        were
        designed to ensure that information required to be disclosed by us in reports
        that we file or submit under the Exchange Act is recorded, processed, summarized
        and reported within the time periods specified in applicable SEC rules and
        forms
        and were effective with the exception of the material weakness relating to
        internal control over the recording of fixed assets in our South African
        operating subsidiary as discussed hereafter.
 
 ***Changes
        in Internal Control Over Financial Reporting -*** In
        conjunction with the 2004 audit, our independent registered public accounting
        firm notified us that they had identified matters involving internal control
        over financial reporting and its operation that they consider to be a material
        weakness. These matters relate to the controls over the recording of fixed
        assets in our South African operating subsidiary. The lack of a substantive
        policy on the capitalization of fixed assets and a deficiency in our internal
        review process as it relates to the South African operation were the reasons
        attributed to the failure in detecting this weakness.
 
 We
        are in
        the process of developing a complete plan to remediate the identified material
        weakness in our internal controls over financial reporting. We have instituted
        a
        series of policies to improve the control over the capital asset activity
        in
        South Africa and have completed a physical inventory of the same. We have
        also
        instituted changes to the authorization and approval processes by which entries
        are recorded to the financial statements. In conjunction with our SOX 404
        compliance work, we believe that these changes have materially improved,
        or are
        expected to materially improve, our internal controls over financial reporting
        (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) by December
        31, 2005.
 
 ***Risks
        Regarding Controls and Procedures -*** In
        addition to the ongoing remediation of the identified material weakness in
        our
        internal control over financial reporting discussed above, we are in the
        process
        of documenting and testing our internal control procedures in order to satisfy
        the requirements of Section 404 of the Sarbanes-Oxley Act, which is applicable
        to us for our fiscal year ending December 31, 2005 as a result
        of our
        classification as an accelerated filer based on the market value of our
        outstanding common stock held by non-affiliates exceeding $75 million as
        of June
        30, 2005. On that date, the market value of our outstanding common stock
        held by
        non-affiliates was approximately $85 million. We are exposed to increased
        costs
        and risks associated with complying with these requirements, and we will
        need to
        spend management time and internal and external resources to document and
        test
        our internal controls in anticipation of Section 404 reporting
        requirements.
 
 Our
        management, including our Chief Executive Officers, Senior Vice-President
        and
        Chief Accounting Officer, does not expect that our disclosure controls or
        our
        internal controls will prevent all possible error or fraud. A control system,
        no
        matter how well conceived and operated, can provide only reasonable, not
        absolute, assurance that the objectives of the control system are met. Further,
        the design of a control system must reflect the fact that there are resource
        constraints, and the benefits of controls must be considered relative to
        their
        costs. Because of the inherent limitations in all control systems, no evaluation
        of controls can provide absolute assurance that all control issues and instances
        of fraud, if any, within our company have been detected. These inherent
        limitations include the realities that judgments in decision-making can be
        faulty, and that breakdowns can occur because of simple error or mistake.
        Additionally, controls can be circumvented by the individual acts of some
        persons, by collusion of two or more people, or by management override of
        the
        control. The design of any system of controls also is based in part upon
        certain
        assumptions about the likelihood of future events, and there can be no assurance
        that any design will succeed in achieving its stated goals under all potential
        future conditions; over time, controls may become inadequate because of changes
        in conditions, or the degree of compliance with the policies or procedures
        may
        deteriorate. Because of the inherent limitations in a cost-effective control
        system, misstatements due to error or fraud may occur and not be
        detected.
  *--48--*
  **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.
 
 **Item
        6. - Exhibits**
 (a)
        Exhibits - The following exhibits are filed herewith:
 
 10.158
              Annex
                  to ADC Agreement between Bank Austria Creditanstalt AG, Century
                  Casinos,
                  Inc. and Oesterreichische Kontrollbank Aktiengesellschaft dated
                  September
                  30, 2005.31.1
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                Chairman
                  of the Board and Co Chief Executive Officer.31.2
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                Vice-Chairman,
                  Co Chief Executive Officer and President.31.3
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                Senior
                  Vice President.31.4
              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 Co Chief Executive Officer.32.2
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                Vice-Chairman,
                  Co Chief Executive Officer and President.32.3
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                Senior
                  Vice President.32.4
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                Chief
                  Accounting Officer.
 
 
  *--49--*
  **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
 Senior
        Vice President (Principal Financial Officer)
 Date:
        November 03, 2005
 
 
 
  *--50--*
   
 
 **Exhibit
                  No.**
              **Document**10.158
              Annex
                  to ADC Agreement between Bank Austria Creditanstalt AG,
                  Century
                Casinos,
                  Inc. and Oesterreichische Kontrollbank Aktiengesellschaft dated
                September
                  30, 2005.31.1
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                Chairman
                  of the Board and Co Chief Executive Officer.31.2
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                Vice-Chairman,
                  Co Chief Executive Officer and President.31.3
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                Senior
                  Vice President.31.4
              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 Co Chief Executive Officer.32.2
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                Vice-Chairman,
                  Co Chief Executive Officer and President.32.3
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                Senior
                  Vice President.32.4
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                Chief
                  Accounting Officer.
 
 --51--