UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

___X___   QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
          EXCHANGE  ACT OF 1934 FOR THE  QUARTERLY  PERIOD ENDED  SEPTEMBER  30,
          1996.

_______   TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 FOR THE TRANSITION  PERIOD FROM  ____________  TO
          ___________ .

          Commission file number              0-22290

                              CENTURY CASINOS, INC.
             (Exact name of registrant as specified in its charter)
           DELAWARE                                        84-1271317
   (State of incorporation)                           (IRS Employer ID No.)

               50 South Steele Street, Suite 755, Denver, CO 80209
                    (Address of principal executive offices)

                                 (303) 388-5848
                                 (Phone Number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes___X___ No_____

               Number of shares of common stock, $.01 par value,
                      outstanding as of October 23, 1996:
                                   15,861,885

                                       1
<PAGE>


                              CENTURY CASINOS, INC.
                                   FORM 10-QSB
                                      INDEX
                                                                     Page Number

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

     Consolidated Balance Sheet as of September 30, 1996....................   3

     Consolidated  Statements  of  Operations  for  the  Three..............   4
     Months  Ended September 30, 1996 and 1995

     Consolidated Statements of Operations for the Nine.....................   5
     Months Ended September 30, 1996 and 1995

     Consolidated Condensed Statements of Cash Flows for....................   6
     the Nine Months Ended September 30, 1996 and 1995

     Notes to Consolidated Financial Statements.............................   7


Item 2. Management's Discussion and Analysis................................  11

PART II OTHER INFORMATION...................................................  15

SIGNATURES

                                       2
<PAGE>


CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)


                                                             September 30,
                                                                 1996
                                                                 ----
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents .............................   $  4,967,092
   Prepaid expenses and other ............................        965,704
                                                             ------------
       Total current assets ..............................      5,932,796

PROPERTY AND EQUIPMENT, net ..............................     12,243,800

GOODWILL, net ............................................     14,224,714

OTHER ASSETS .............................................      1,857,190
                                                             ------------
TOTAL ....................................................   $ 34,258,500
                                                             ============

LIABILITIES AND SHAREHOLDERS'  EQUITY

CURRENT LIABILITIES:
     Current portion of long-term debt ...................   $  1,702,978
   Accounts payable and accrued expenses .................      1,782,845
                                                             ------------
        Total current liabilities ........................      3,485,823

LONG-TERM DEBT, less current portion .....................      9,065,984

SHAREHOLDERS' EQUITY:
    Preferred stock; $.01 par value; 20,000,000 shares
       authorized; no shares issued or outstanding
   Common stock; $.01 par value; 50,000,000 shares
      authorized; 15,861,885 shares issued and outstanding        158,619
   Additional paid-in capital ............................     24,816,220
   Foreign currency translation adjustment ...............        (11,799)
   Accumulated deficit ...................................     (3,256,347)
                                                             ------------
       Total shareholders' equity ........................     21,706,693
                                                             ------------
TOTAL ....................................................   $ 34,258,500
                                                             ============

                 See notes to consolidated financial statements

                                       3
<PAGE>


CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


                                      For the Three Months Ended September 30,
                                                1996            1995
                                                ----            ----
OPERATING REVENUE:
   Casino ...............................   $ 4,919,753    $ 1,266,592
   Food and beverage ....................       252,457         83,877
   Hotel ................................        16,101
   Other ................................       169,637         26,717
                                            -----------    -----------
                                              5,357,948      1,377,186
   Less promotional allowances ..........      (180,643)       (54,464)
                                            -----------    -----------
           Net operating revenue ........     5,177,305      1,322,722
                                            -----------    -----------

OPERATING COSTS AND EXPENSES:
   Casino ...............................     1,716,166        586,234
   Food and beverage ....................       207,133         47,111
   Hotel ................................         4,826
   General and administrative ...........     1,269,070        774,037
   Depreciation and amortization ........       642,599        324,516
                                            -----------    -----------

       Total operating costs and expenses     3,839,794      1,731,898
                                            -----------    -----------

INCOME (LOSS) FROM OPERATIONS ...........     1,337,511       (409,176)

OTHER EXPENSE, net ......................      (304,864)      (118,719)

                                            -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES .......     1,032,647       (527,895)

PROVISION FOR INCOME TAXES ..............        17,000

                                            -----------    -----------
NET INCOME (LOSS) .......................   $ 1,015,647    $  (527,895)
                                            ===========    ===========

INCOME (LOSS) PER SHARE .................   $      0.06    $     (0.05)
                                            ===========    ===========

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING .........................    16,921,885     10,789,652
                                            ===========    ===========


                 See notes to consolidated financial statements.

                                       4
<PAGE>


CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


                                                     For the Nine Months Ended
                                                             September 30,
                                                        1996            1995
                                                        ----            ----
OPERATING REVENUE:
   Casino ........................................   $ 7,229,952    $ 2,897,861
   Food and beverage .............................       362,262        247,112
   Hotel .........................................        16,101
   Other .........................................       209,078         67,691
                                                     -----------    -----------
                                                       7,817,393      3,212,664
   Less promotional allowances ...................      (272,982)      (136,623)
                                                     -----------    -----------
           Net operating revenue .................     7,544,411      3,076,041
                                                     -----------    -----------

OPERATING COSTS AND EXPENSES:
   Casino ........................................     2,643,762      1,546,728
   Food and beverage .............................       232,392        208,975
   Hotel .........................................         4,826
   General and administrative ....................     2,685,151      2,505,944
   Depreciation and amortization .................     1,283,305        938,141
                                                     -----------    -----------
       Total operating costs and expenses ........     6,849,436      5,199,788
                                                     -----------    -----------

INCOME (LOSS) FROM OPERATIONS ....................       694,975     (2,123,747)

OTHER INCOME (EXPENSE), net ......................      (762,323)     3,723,438

                                                     -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES ................       (67,348)     1,599,691

PROVISION FOR INCOME TAXES .......................        17,000        337,000
                                                     -----------    -----------
NET INCOME (LOSS) ................................   $   (84,348)   $ 1,262,691
                                                     ===========    ===========

INCOME (LOSS) PER SHARE ..........................   $     (0.01)   $      0.12
                                                     ===========    ===========

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING ..................................    13,248,905     10,364,852
                                                     ===========    ===========



                See notes to consolidated financial statements.

                                       5
<PAGE>


CENTURY CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
                                                  For the Nine Months Ended September 30,
                                                            1996           1995

<S>                                                     <C>            <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATIONS .........   $  2,115,793   $(1,175,039)
                                                        -----------    -----------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES    (4,950,454)     1,611,832
                                                        -----------    -----------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES .........     5,768,282      1,830,320
                                                        -----------    -----------

INCREASE IN CASH AND CASH EQUIVALENTS ...............     2,933,621      2,267,113


CASH AND CASH EQUIVALENTS AT BEGINNING
    OF PERIOD .......................................     2,033,471        950,024
                                                        -----------    -----------
CASH AND CASH EQUIVALENTS AT END
    OF PERIOD .......................................   $ 4,967,092    $ 3,217,137
                                                        ===========    ===========



SUPPLEMENTAL DISCLOSURE OF NONCASH
    INVESTING AND FINANCING ACTIVITIES:

    Equipment acquired through long-term financing .... $  355,615     $   398,352

    Acquisition of nonoperating casino for note payable                $   700,000
</TABLE>

     Refer to Note 2 for  details  of noncash  transactions  related to the Gold
Creek acquisition.

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Interest  paid by the Company was $194,621 and $105,937 for the nine months
     ended September 30, 1996 and 1995.

     Income  taxes paid by the  Company  were  $9,800 and $0 for the nine months
     ended September 30, 1996 and 1995.


                 See notes to consolidated financial statements.

                                       6

<PAGE>


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

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Century Casinos,  Inc. and  subsidiaries  (the "Company") own and operate a
     limited-stakes   gaming  casino  in  Cripple   Creek,   Colorado,   act  as
     concessionaire  of two small  casinos on cruise  ships,  and are pursuing a
     number of additional gaming opportunities  throughout the United States and
     internationally. Prior to July 1, 1996, the Company's operations in Cripple
     Creek, Colorado, consisted of Legends Casino, which the Company acquired on
     March 31, 1994, through a merger with Alpine Gaming,  Inc.  ("Alpine").  On
     July 1, 1996, the Company acquired the net assets of Gold Creek Associates,
     L.P.  ("Gold  Creek"),  the  owner  of  Womack's  Saloon  &  Gaming  Parlor
     ("Womacks"),  which is immediately adjacent to Legends Casino (see Note 2).
     Following the Company's  acquisition of Womacks,  interior renovations were
     undertaken on both  properties to facilitate the operation and marketing of
     the  combined  properties  as  one  casino  under  the  name  Womacks.  The
     accompanying  financial  statements  include the results of  operations  of
     Womacks only for the period  subsequent to June 30, 1996.

     The accompanying  consolidated  financial statements and related notes have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  reporting and the  instructions  to Form 10-QSB and
     Item  310(b)  of  Regulation  S-B.  Accordingly,  certain  information  and
     footnote  disclosures normally included in financial statements prepared in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed  or  omitted.  In the  opinion  of  management,  all  adjustments
     (consisting of only normal  recurring  accruals)  considered  necessary for
     fair  presentation  of financial  position,  results of operations and cash
     flows have been included. These 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-KSB for the Year Ended
     December 31, 1995.

2.   ACQUISITION OF WOMACKS AND RELATED FINANCING

     On July 1, 1996, the Company purchased substantially all of the assets, and
     assumed  substantially all of the liabilities,  of Gold Creek, the owner of
     Womacks  in  Cripple  Creek,   Colorado.   The  total  purchase  price  was
     approximately  $13.5  million,  consisting  of a base  cash  payment  of $5
     million plus $320,000 for the amount of estimated working capital as of the
     closing  date, a promissory  note of $5.2 million  issued to Gold Creek and
     the assumption of existing debt of Gold Creek of  approximately $3 million.
     The  working  capital  portion  of the  purchase  price is subject to final
     determination,   which  is  expected   in  the  fourth   quarter  of  1996.
     Additionally,  the  agreement  provides that two years after the closing of
     the  transaction,  the Company  will issue  1,060,000  shares of its common
     stock,  valued at $1.8  million  based on  recent  trading  prices,  to two
     principals  of the seller who entered into  consulting  contracts  with the
     Company at closing.  The number of shares to be issued is subject to upward
     adjustment,  determined by a formula,  to the extent that the trading price
     of the  Company's  stock is less than  $1.58 at the time of  issuance,  and
     subject to downward adjustment to the extent that the trading price exceeds
     $4.00.

     The promissory  note issued to Gold Creek bears interest at 9% and provides
     for monthly  payments of only interest for 18 months;  thereafter,  monthly
     principal payments of $43,121,  plus interest on the unpaid principal,  are
     required,  with a final balloon  principal  payment of $2,328,000  due July
     2003.  The note is  secured by  substantially  all of the  tangible  assets
     purchased, subject to existing encumbrances, and the Company is required to
     meet  certain  financial  covenants.  The Company is also  restricted  from
     paying  dividends  until the note has been paid in full.

                                       7

<PAGE>


     In addition to the  financing  provided  by Gold  Creek,  additional  funds
     required to complete the  acquisition  were raised through private sales of
     4,072,233 shares of the Company's common stock at an average price of $1.43
     per share,  with proceeds,  net of selling  commissions,  of  approximately
     $4,552,000.  In connection with sales of common stock by a placement agent,
     the Company  issued  warrants to the  placement  agent to purchase  150,000
     shares of its common stock at $2.36 per share.  The warrants have a term of
     5 years.

     The Company  also issued on May 30, 1996,  a  convertible  debenture in the
     principal  amount of $500,000 to a private  investor.  The debenture  bears
     interest at 10.5%, payable quarterly. The holder has the option to convert,
     in one or more transactions,  all or a portion of the outstanding principal
     into the  Company's  common stock at $1.84 per share,  subject to a minimum
     per conversion transaction of $50,000. The Company has the option to prepay
     the debenture,  in whole or in part,  after the first  anniversary  date at
     132% of the outstanding  principal.  The prepayment amount declines to 127%
     after the second  anniversary  date, 122% after the third  anniversary date
     and 116% after the fourth  anniversary date. The entire unpaid principal is
     due on  May  30,  2001.

     In anticipation of completing the Gold Creek  acquisition and to facilitate
     certain  legal  requirements,  the Company  purchased in May 1996,  from an
     unaffiliated  third party,  a 9% first  mortgage note on the Womacks casino
     property for $1,337,500.  The principal  amount of the note, the obligation
     for which was  assumed by the  Company in the Gold Creek  acquisition,  was
     $1,248,000  at the date of purchase by the Company.  In September  1996 the
     Company sold the note to a commercial  bank for net proceeds of $1,231,000.
     The premium of $89,500  previously paid by the Company to purchase the note
     was charged to operations in the third quarter of 1996. The Company remains
     obligated under the original terms of the note, which matures in July 1999.

     The Company has accounted for the Gold Creek acquisition using the purchase
     method of accounting,  whereby the total purchase price,  including  direct
     out-of-pocket costs of the acquisition,  has been allocated to identifiable
     assets  acquired and  liabilities  assumed  based on their  estimated  fair
     market  value.  The  excess of the  purchase  price  over the fair value of
     identifiable net assets  ("goodwill")  will be amortized to expense ratably
     over 15 years. 

     The Company's preliminary  allocation of purchase price and direct costs of
     the acquisition is as follows:

          Cash .................          $    304,815
          Other current assets .               214,154
          Property and equipment             6,924,678
          Goodwill .............             8,810,389
          Current liabilities ..              (238,850)
          Long-term debt .......            (2,969,622)
                                          ------------
                                          $ 13,045,564
                                          ============

                                       8

<PAGE>


3.   INCOME TAXES

     The provision for income taxes for the three-month  and nine-month  periods
     ended September 30, 1996, and for the nine-month period ended September 30,
     1995 consists principally of estimated  alternative minimum tax ("AMT") due
     to  limitations  on the  utilization  of net operating  loss  carryforwards
     ("NOLs") for AMT purposes and the  anticipated  utilization of a portion of
     the NOLs  acquired in the Alpine  business  combination.  The provision for
     income taxes is based on estimated  full-year  income or loss for financial
     reporting  purposes  adjusted for  permanent  differences,  which  comprise
     primarily   nondeductible  goodwill  resulting  from  the  Alpine  business
     combination.

4.   INCOME (LOSS) PER SHARE

     Income (loss) per share for the Company for the  three-month and nine-month
     periods  ended  September  30,  1996 and 1995,  is based upon the  weighted
     average number of common shares outstanding during the period.  Outstanding
     warrants and options have not been  considered in the  calculation as their
     effect would be antidilutive  for all periods.  Shares which the Company is
     obligated  to issue on July 1,  1998,  in  connection  with the Gold  Creek
     acquisition consummated on July 1, 1996 (see Note 2), are considered common
     stock  equivalents and are included in the calculation of weighted  average
     number of shares for the three-month  period ended September 30, 1996; such
     shares have not been included in the calculation of weighted average number
     of shares for the  nine-month  period  ended  September  30,  1996 as their
     effect would be antidilutive.

5.   PRIVATE PLACEMENT

     In addition to the sales of common  stock in the second  quarter of 1996 to
     finance the Gold Creek  acquisition,  the Company,  in the first quarter of
     1996, completed a private placement of 1,000,000 shares of its common stock
     at $1.50 per share.  Net proceeds of the private  placement to the Company,
     after commissions and direct expenses, were $1,383,165.

                                       9

<PAGE>


6.   SUPPLEMENTAL FINANCIAL INFORMATION

     Pro forma results of operations for the nine-month  periods ended September
     30,  1996 and 1995,  as if the  acquisition  of Gold Creek (see Note 2) had
     occurred at the beginning of such periods, are as follows:
<TABLE>
<CAPTION>
                                                                               1996           1995
                                                                               ----           ----
<S>                                                                       <C>             <C>         
             Casino revenue ...........................................   $ 13,401,000    $  9,697,000
             Other operating revenue ..................................        454,000         355,000
             Operating costs and expenses .............................     (9,761,000)     (9,615,000)
             Depreciation and amortization ............................     (1,872,000)     (1,769,000)
             Other income (expense), net ..............................     (1,230,000)      3,127,000
                                                                          ------------    ------------
             Income before income taxes ...............................        992,000       1,795,000
             Provision for income taxes ...............................       (318,000)       (312,000)
                                                                          ============    ============
             Net income ...............................................   $    674,000    $  1,483,000
                                                                          ============    ============

             Income per share .........................................   $       0.04    $       0.10
                                                                          ============    ============
</TABLE>

The above pro forma  financial  information  reflects  the  combined  historical
financial  information of the Company and Gold Creek, as adjusted for additional
interest expense resulting from certain financing  transactions  associated with
the acquisition,  as well as additional  depreciation  and amortization  charges
resulting from  application of purchase  accounting to the net assets  acquired.
Other income,  net, for 1995 includes a nonrecurring gain of $3,928,000 from the
termination of a riverboat management contract.  Income (loss) per share assumes
that all common stock  outstanding  after the acquisition,  including shares the
Company is obligated to issue to two principals of Gold Creek's  general partner
two  years  following  the  acquisition,  had been  outstanding  for each of the
nine-month periods. The increase in the pro forma effective tax rate from 17% in
1995 to 32% in 1996 results from the assumed use of available NOLs,  which would
be completely  utilized on a pro forma basis at the end of 1996. (For historical
financial  reporting  purposes,  however,  the  Company  expects  to  have  NOLs
available  for  utilization  beyond  1996.) The  foregoing  pro forma  financial
information  is not  necessarily  indicative  of  results  that  would have been
achieved had the acquisition  occurred at the beginning of either period, nor is
the pro forma information  indicative of future operating results of the Company
subsequent to July 1, 1996, the date of the acquisition.

                                       10

<PAGE>


Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

As discussed more fully in Note 2 to the financial statements,  on July 1, 1996,
the Company acquired the assets of Gold Creek  Associates,  L.P. ("Gold Creek"),
owner of  Womack's  Saloon & Gaming  Parlor  in  Cripple  Creek,  Colorado.  The
accompanying  financial  statements include the results of operations of Womacks
only for the period  subsequent to June 30, 1996.  Accordingly,  results for the
three and nine months ended September 30, 1996,  cannot be readily compared with
results for the respective periods for 1995.

Three Months Ended September 30, 1996 vs. 1995

Casino  revenue was $4,920,000 in the third quarter of 1996, an increase of 288%
from the third quarter of 1995, principally due to the Gold Creek acquisition on
July 1, 1996.  On a pro forma basis,  casino  revenue for Womacks (the  combined
Cripple Creek properties) increased 17% despite the fact that extensive interior
renovations  undertaken  immediately  following the acquisition reduced customer
traffic  and  necessitated  closing a portion of the casino for four days during
the quarter. Management believes that revenue growth will be further enhanced as
a result of the full  integration of Womacks' player tracking system  throughout
the entire  property,  which will be  completed  in the fourth  quarter of 1996.
Revenue from the cruise ship casinos also exhibited strong growth over the prior
year period,  increasing  to $152,000 in 1996 from $84,000 in 1995,  as both the
Silver Cloud and the Silver Wind have become  firmly  established  in the luxury
cruise market. The increase in the gross margin from casino activities to 65% in
1996 as compared with 54% in 1995 is illustrative of the synergies already being
realized in the Company's  combined Cripple Creek operations.  

Food and  beverage  revenue in the 1996 period  consists of sales from  Womacks'
five bars and a full-service  restaurant,  whereas in 1995 the Company's Legends
casino  operated  one  bar and a  limited-menu  restaurant.  Restaurant  and bar
operations are considered to be primarily an accommodation to casino players and
are not  expected to  generate  profits.  Food and  beverage  costs  exclude the
estimated cost of promotional  allowances provided to customers;  such costs are
included in casino  costs.  Hotel  revenue is generated  from nine rooms.  Other
revenue  consists  primarily of parking  revenue  from parking lots  operated by
Womacks.  In the third  quarter of 1996,  the Company  also  received a one-time
payment of $66,000 from a consulting  project in South Africa.  

Although  general  and   administrative   expense  increased  from  $774,000  to
$1,269,000 from the 1995 period to the 1996 period,  it represents a decrease as
a percentage of operating  revenue from 59% to 25%.  Increased  costs  resulting
from the operation of the combined Cripple Creek properties in the current year,
including  nonrecurring  costs of integrating the two Cripple Creek  properties,
were  partially  offset by a  reduction  in  professional  fees,  as well as the
absence of costs  associated with gaming  development  activities in Indiana and
the People's  Republic of China,  which were  divested in the fourth  quarter of
1995.  The year over year increase in  depreciation  and  amortization  resulted
primarily  from  the  acquisition  of Gold  Creek's  assets  and the  associated
goodwill  recognized  in the  transaction.  

                                       11

<PAGE>


Other expense,  net, for the third quarter of 1996 included  interest expense of
$244,000;  interest  income of  $43,000;  and the  writeoff  of costs of $98,000
associated with the sale to a third party of a mortgage note receivable. For the
comparable  period in 1995,  other expense,  net,  included  interest expense of
$61,000;  interest  income  of  $56,000;  loss on  disposal  of fixed  assets of
$66,000;  and  equity in the loss of the China  joint  venture of  $45,000.  The
increase in interest  expense from 1995 to 1996 is  principally  related to debt
assumed in the Gold Creek acquisition and a promissory note issued to Gold Creek
to finance the acquisition.


Nine Months Ended September 30, 1996 vs. 1995

Casino  revenue  increased by 149% to  $7,230,000  in 1996 compared to the prior
year. In the Cripple Creek market alone, the Company's casino revenue,  prior to
the Gold Creek  acquisition,  increased  by 42% for the first six months of 1996
versus  1995,  with the third  quarter  of 1996  reflecting  the  revenue of the
combined  Cripple  Creek  properties.  On a pro forma  basis for the  comparable
nine-month periods,  casino revenue for these properties increased by 35.0% year
over year, far surpassing the Cripple Creek market growth of 12.1%. The Company,
on a pro forma basis,  captured  16.1% of the Cripple Creek market for the first
nine  months of 1996  versus  13.1% for the  comparable  period in 1995.  Casino
revenue  from cruise ship  activities  increased to $410,000 in the current year
from  $263,000  in 1995,  an  improvement  of 56%.  Company-wide  casino  margin
improved from 47% to 63%,  reflecting  relatively  lower marketing and promotion
expense through the first six months of 1996,  partially offset by higher gaming
taxes and device fees associated with the revenue increase. 

The  increase in food and  beverage  revenue  reflects  the  additional  revenue
resulting  from the Gold  Creek  acquisition,  partially  offset by the  gradual
scaling back and  discontinuation of the Company's Legends restaurant  operation
during  the first  half of 1996 in  anticipation  of  completing  the Gold Creek
acquisition.  Other revenue  consists  primarily of parking revenue from parking
lots  operated  by  Womacks.  In the third  quarter of 1996,  the  Company  also
received  a  one-time  payment of  $66,000  from a  consulting  project in South
Africa.  

General and  administrative  expense  was  $2,685,000  in 1996 as compared  with
$2,506,000 in 1995,  which, as a percentage of operating  revenue,  represents a
decrease from 81% to 36%. The increased  costs  resulting  from the operation of
the combined  Cripple Creek  properties in the third quarter of 1996,  including
nonrecurring  costs  of  integrating  the two  Cripple  Creek  properties,  were
partially offset by a reduction in professional  fees, as well as the absence of
costs associated with gaming  development  activities in Indiana,  Louisiana and
the  People's  Republic  of  China.   Depreciation  and  amortization  increased
primarily due to the Gold Creek acquisition and, to a lesser extent, as a result
of the Company  increasing  the number of gaming  devices at Legends  during the
first  six  months  of 1996.  

Other  expense,  net,  for the nine months  ended  September  30, 1996  included
interest  expense of  $341,000;  interest  income of  $143,000;  the writeoff of
previously  deferred debt offering costs of $314,000;  loss on disposal of fixed
assets of  $154,000;  and the writeoff of costs of $98,000  associated  with the
sale to a third party of a mortgage note receivable.  Other income, net, for the
year-earlier  period included  interest expense of $143,000;  interest income of
$149,000;  gain  on  the  termination  of a  riverboat  management  contract  of
$3,928,000;  loss on disposal of fixed assets of $67,000; and equity in the loss
of the China joint venture of $123,000.

                                       12

<PAGE>



Liquidity and Capital Resources

At September 30, 1996, the Company had cash and cash  equivalents of $4,967,000,
an increase of $2,934,000  from the  beginning of the year,  and had net working
capital of  $2,464,000.  The net increase in cash for the  nine-month  period is
primarily  attributable  to cash  generated  from  operations of $2,116,000  and
$5,857,000  received  from private  placements  of common  stock,  less the cash
outlay  for the Gold  Creek  acquisition  of  $5,309,000  (exclusive  of  escrow
deposits and out-of-pocket  costs paid in 1995). The Company has made additional
cash  capital  expenditures  of $926,000 so far in 1996,  the  majority of which
relate to remodeling and upgrading the combined  Womacks'  properties  following
the Gold Creek acquisition.  The acquisition of additional slot machines and the
expansion of Womacks' player tracking to the entire property, totaling $356,000,
were  obtained  through  vendor  financing  over  one to two  years.  Additional
expenditures  are  planned in the fourth  quarter of 1996 to further  expand and
enhance the gaming area on the second  floor of Womacks and to provide  expanded
banquet  facilities.  The Company  received  cash payments from a third party of
$638,000 for the nine months ended  September 30, 1996,  in connection  with the
previous  assignment of the Company's  Soboba casino  management  contract.  

The Company will  continue to focus on further  improving the  profitability  of
Womacks  through  development  of new  marketing  programs and by expanding  the
choice  of gaming  devices  and  table  games  available  to its  customers.  In
addition,  management is exploring a number of additional  gaming projects.  The
Company  has  executed a casino  management  consulting  agreement  with  Rhodes
Casino,  S.A.,  a  consortium  including  Playboy  Enterprises,  under which the
Company,  as an independent  contractor,  will supply services and assistance in
establishing a casino on the island of Rhodes,  Greece.  The consortium has been
awarded the exclusive  license for casino gaming on Rhodes for a 12-year period.
The new casino is expected to open in mid-to-late  1997. The agreement  provides
for  fees  to the  Company  of  $200,000  for  services  to be  rendered  in the
pre-opening  phase,  $300,000 per year during the first three years of operation
and  $50,000  per year  thereafter.  The  Company is not  required to commit any
capital in connection  with the proposed  activities  under the  agreement.  

The Company has entered into agreements with various parties in South Africa for
the  purpose of  providing  casino  management  services  should  the  Company's
partners be awarded one or more gaming licenses.  Certain of these  arrangements
may provide the opportunity for, or may require,  equity  investments to be made
by the Company. Recently enacted gaming legislation provides for the award of up
to 40 gaming licenses throughout South Africa,  which has a population in excess
of 40 million.  The first  application has been filed by the Company's  partners
for a hotel/casino development project close to the world-famous Kruger National
Park, a popular  tourist  destination.  This  application has been placed on the
short list of finalists by the local gaming  authority.  The Company has not yet
received  an  indication  of when a final  decision  is  expected  on this first
application,  nor can the Company  reasonably  estimate the timetable for filing
applications in additional  jurisdictions or whether licenses will ultimately be
awarded to the  Company's  partners.  

The Company has entered into an agreement with a New York-based  corporation for
the  operation  of cruise  ship  casinos  in the event that the  corporation  is
successful in completing an acquisition of certain cruise ship  operations.  The
Company cannot predict the likelihood of the corporation  completing its pending
acquisition.  

The  Company  is  awaiting  a  decision  from  the  Louisiana  gaming  licensing
authorities on its pending license  application for a casino development project
in  Alexandria,  Louisiana.  The Company  cannot predict when a decision will be
made.  In the event that a license is awarded,  and the project is  successfully
financed and completed,  the Company would manage the casino operation  pursuant
to a previously  executed  contract.  

                                       13

<PAGE>


In  December  1995 the  Company  sold its 80%  interest  in a  riverboat  gaming
development  project in Indiana to an affiliate of Hilton Gaming Corporation and
Boomtown,  Inc. The purchaser has a license application pending with the Indiana
Gaming Commission.  Should this license be granted, the Company, pursuant to its
agreement with the purchaser,  will be entitled to receive an immediate  payment
of approximately $400,000, and additional payments aggregating  approximately $3
million  commencing  with  groundbreaking  for the project.  The Company  cannot
predict whether a license will be awarded for this project or, if awarded,  when
the Company would receive the remaining payments under its contract.  

Management  believes  that its present cash position and  anticipated  cash flow
from Womacks will provide adequate  liquidity to meet the Company's debt service
and financial covenant  requirements,  to fund contemplated capital expenditures
and to pursue  near-term gaming  development  opportunities as summarized in the
foregoing discussion.

                                       14

<PAGE>


PART II

OTHER INFORMATION

Item 1. - Legal Proceedings

The  Company is not a party to, nor is it aware of,  any  pending or  threatened
litigation.

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

On July 16, 1996, the Company filed a Form 8-K, including  exhibits,  dated July
1, 1996,  pursuant to Item 2 of the Form 8-K  requirements,  with respect to the
Company's acquisition of the assets of Gold Creek Associates, L.P. The following
financial  statements were filed with such Form 8-K: (i) Gold Creek  Associates,
L.P. (a Limited Partnership) Financial Statements as of and for the Two Years in
the Period Ended December 31, 1995 and  Independent  Auditors'  Report  thereon;
(ii) Gold Creek Associates, L.P. (a Limited Partnership) Unaudited Balance Sheet
as of March 31, 1996,  Unaudited  Income  Statements  for the Three Months Ended
March 31, 1996 and 1995,  and Unaudited  Condensed  Statements of Cash Flows for
the Three  Months Ended March 31, 1996 and 1995;  (iii)  Century  Casinos,  Inc.
Unaudited Pro Forma Combined  Balance Sheet as of March 31, 1996,  Unaudited Pro
Forma Combined  Income  Statement for the Three Months Ended March 31, 1996, and
Unaudited Pro Forma  Combined  Income  Statement for the Year Ended December 31,
1995.

                                                      

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/  Brad Dobski
---------------------------
Brad Dobski
Chief Accounting Officer and duly authorized officer

Date: October 28, 1996

                                       15