**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

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FORM 10-K/A

**(Mark One)**

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

**forthe fiscal year ended December 31, 2004**

**OR**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**forthe transition period from ____________ to ____________.**

**Commissionfile number 000-21640**

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STATION CASINOS, INC.

(Exact name of registrantas specified in its charter)
| **Nevada**                                                       | **88-0136443**                        |
|------------------------------------------------------------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) | (I.R.S. Employer  Identification No.) |
| **2411 West Sahara Avenue, Las Vegas, Nevada 89102**             |
| (Address of  principal executive offices, Zip Code)              |

 

Registrant’s telephonenumber, including area code: (702) 367-2411

Securities registeredpursuant to Section 12(b) of the Act:
| ** ** | Title of each class  Common Stock, $0.01 Par Value | ** ** | ** ** | **Name of each exchange on which registered  New York Stock Exchange** | ** ** |
|------------|----------------------------------------------------|------------|------------|------------------------------------------------------------------------|------------|

 

Securities registeredpursuant to Section 12(g) of the Act: None

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Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes x  No o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to theForm 10-K.  ̈

Indicate by check markwhether the registrant is an accelerated filer. Yes x  No o

The aggregate market valueof the voting stock held by non-affiliates (all persons other than executiveofficers or directors) of the registrant as of June 30, 2004, based on theclosing price per share of $48.40 as reported on the New York Stock Exchangewas $2,189,693,972.

As of February 28,2005, the registrant has 67,539,235 shares of common stock outstanding.

**DocumentsIncorporated by Reference**

Portionsof the Proxy Statement for the Registrant’s 2005 Annual Meeting of Stockholdersto be held May 18, 2005 (which has not been made publicly available as ofthe date of this filing) are incorporated by reference into Part III.

 

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**EXPLANATION:**

Station Casinos, Inc. (the “Company”) is filing thisamendment to Form 10-K for the fiscal year ended December 31, 2004, filedwith the Securities and Exchange Commission on March 15, 2004, solely forthe purpose of amending the Consent of Ernst & Young LLP filed asExhibit 23.1.

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**ITEM15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

Listed Below are Exhibits filed or furnished as partof this amended report.
| Exhibit Number | ** ** | **Description**                                                                |
|----------------|------------|--------------------------------------------------------------------------------|
| 23.1           |       | Consent of Ernst & Young LLP                                          |
| 31.1           |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
| 31.2           |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
| 32.1           |       | Certification pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |
| 32.2           |       | Certification pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |

 

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.
|                             | STATION CASINOS, INC. |
|-----------------------------|-----------------------|
| Dated: March 17,  2005 | By:                   | /s/  GLENN C. CHRISTENSON |
| * *                    |                  | Glenn C.  Christenson*Executive Vice President, Chief Financial  Officer and Chief Administrative Officer  (Principal Accounting Officer)* |

 

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