UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                            FORM 10-K

 (Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                               or

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

          For the transition period from             to

                Commission file number:  0-22494

                     AMERISTAR CASINOS, INC.
     (Exact Name of Registrant as Specified in Its Charter)

            NEVADA                          88-0304799
(State or Other Jurisdiction of  (I.R.S. Employer Identification
Incorporation or Organization)                 No.)

                   3773 HOWARD HUGHES PARKWAY
                         SUITE 490 SOUTH
                    LAS VEGAS, NEVADA  89109
            (Address of Principal Executive Offices)

         Registrant's Telephone Number:  (702) 567-7000

   Securities registered pursuant to Section 12(b) of the Act:
                              NONE
                        (Title of Class)

   Securities registered pursuant to Section 12(g) of the Act:
                  COMMON STOCK, $.01 PAR VALUE
                        (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes    [X]      No    [  ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   [X]

As of March 15, 2000, 20,375,264 shares of Common Stock of the
registrant were issued and outstanding.  The aggregate market
value of the voting stock of the registrant held by non-
affiliates as of March 15, 2000 was approximately $10,621,000,
based on the Nasdaq-NMS closing price for the registrant's Common
Stock on such date.

Portions of the registrant's definitive Proxy Statement for its
June 16, 2000 Annual Meeting of Stockholders (which has not been
filed as of the date of this filing) are incorporated by
reference into Part III.





     This   Report   contains  certain  forward-looking   statements,
including  the  plans and objectives of management for the  business,
operations   and   economic  performance  of  the   Company.    These
forward-looking statements generally can be identified by the context
of  the  statement  or the use of words such as the  Company  or  its
management "believes," "anticipates," "intends," "expects,"  "plans,"
or words of similar meaning.  Similarly, statements that describe the
Company's  future  operating performance, financial  results,  plans,
objectives,  strategies  or  goals  are  forward-looking  statements.
Although  management  believes that the  assumptions  underlying  the
forward-looking statements are reasonable, these assumptions and  the
forward-looking statements are subject to various factors, risks  and
uncertainties, many of which are beyond the control of  the  Company.
Accordingly,  actual  results  could  differ  materially  from  those
contemplated by the forward-looking statements.  In addition  to  the
other  cautionary  statements  relating  to  certain  forward-looking
statements throughout this Report, attention is directed to "Item  1.
-  Business  -  Risk Factors" below for discussion  of  some  of  the
factors,  risks  and uncertainties that could affect the  outcome  of
future results contemplated by forward-looking statements.

                               PART I

ITEM 1.   BUSINESS

INTRODUCTION

     Ameristar Casinos, Inc. is a multi-jurisdictional gaming company
that  owns and operates casinos and related hotel, food and beverage,
entertainment and other facilities, with five properties in operation
in  Nevada,  Mississippi  and Iowa.  All of the  Company's  principal
operations  are conducted through wholly owned subsidiaries.   Unless
otherwise  indicated,  or the context otherwise  requires,  the  term
"Ameristar"  or  "ACI" refers to Ameristar Casinos,  Inc.,  a  Nevada
corporation,  and the term the "Company" or "we" refers to  Ameristar
and its subsidiaries.  The Company's properties are:

     THE  JACKPOT  PROPERTIES - Cactus Petes Resort  Casino  ("Cactus
Petes")  and  The  Horseshu  Hotel  &  Casino  ("The  Horseshu";  and
collectively with Cactus Petes, the "Jackpot Properties"),  were  the
Company's first two casino-hotels and are located on U.S. Highway  93
in Jackpot, Nevada at the Idaho border.

     AMERISTAR  VICKSBURG - Ameristar Casino Vicksburg is located  in
Vicksburg, Mississippi, one-quarter mile north of Interstate 20,  the
main   east-west   thoroughfare  connecting   Atlanta   and   Dallas,
approximately  45  miles  west  of Jackson,  Mississippi.   Ameristar
Vicksburg  includes  a  permanently  moored,  dockside  casino   (the
"Vicksburg  Casino") and related land-based facilities,  including  a
150-room  hotel  which opened in June 1998 (collectively,  "Ameristar
Vicksburg").

     AMERISTAR COUNCIL BLUFFS - Ameristar Casino Hotel Council Bluffs
is  located near the Nebraska Avenue exit on Interstate 29 in Council
Bluffs,  Iowa,  across  the  Missouri  River  from  Omaha,  Nebraska.
Ameristar  Council Bluffs includes a cruising riverboat  casino  (the
"Council Bluffs Casino"), an Ameristar hotel and other related  land-
based facilities (collectively, "Ameristar Council Bluffs").

     THE   RESERVE  -  The  Reserve  Hotel  Casino  ("The  Reserve"),
featuring an African safari and big game reserve theme that  includes
statues  of elephants, giraffes and other animals, opened on February
10,  1998  at the junction of Lake Mead Drive and Interstate  515  in
Henderson, Nevada, a suburb of Las Vegas.

BUSINESS AND MARKETING STRATEGIES

     The  Company's  business strategy is to  (1)  emphasize  quality
dining,  lodging,  entertainment and other  non-gaming  amenities  at
affordable  prices  to complement and enhance its gaming  operations,
(2)   promote  its  properties  as  entertainment  destinations,  (3)
construct facilities appropriate to individual markets, (4) emphasize
courteous and responsive service to develop customer loyalty and  (5)
utilize marketing programs to promote customer retention. The Company
believes this strategy will continue to distinguish the Company  from
its  competitors,  many  of  whom  outside  of  Las  Vegas  have  not
emphasized  non-gaming  amenities in their  operations  to  the  same
extent as the Company.

     The  Company's properties emphasize slot machine play,  and  the
Company  invests on an ongoing basis in new slot equipment to promote
customer  satisfaction and loyalty. Historically,  slot  revenues  at
each  property have exceeded 65% of total gaming revenue. All of  the
Company's properties include table games such as blackjack, craps and
roulette.  In  addition, Cactus Petes and Ameristar  Vicksburg  offer
poker,  the Jackpot Properties and The Reserve offer keno and  sports
book  wagering  and  The Reserve offers bingo. The Company  generally
emphasizes  competitive minimum and maximum betting limits  based  on
each market.

     The  Company's gaming revenues are derived and are  expected  to
continue  to be derived from a broad base of customers, and therefore
the  Company  does not depend upon high-stakes players.  The  Company
extends credit to its Nevada and Mississippi gaming customers only in
limited  circumstances and limited amounts on a short-term basis  and
in   accordance  with  the  credit  restrictions  imposed  by  gaming
regulatory  authorities.  The  Iowa  gaming  statutes  prohibit   the
issuance of casino credit.

     The  Company's marketing strategy is to develop a loyal customer
base  by  promoting the quality of the Company's gaming, leisure  and
entertainment amenities that emphasize high standards of service  and
customer  satisfaction.  The  Company  uses  players  clubs  at  each
property  to  identify  and  retain  preferred  players  and  develop
promotions and special events to encourage increased gaming  activity
by  these  customers.   Ameristar introduced the  first  self-comping
players club to the Las Vegas market at The Reserve.

     The  Company's  marketing  programs also  include  a  number  of
promotions, designed primarily to increase the frequency of  customer
visits  within local markets particularly tied to gaming  activities,
as  well  as tour and travel promotional packages in certain markets.
The  Company  uses  a  variety of advertising  media  to  market  its
properties, including print, television, radio, outdoor and  internet
advertising  and direct mail promotions. The level of  marketing  and
promotional efforts varies among properties based on competitive  and
seasonal factors in each market.

EXPANSION STRATEGY

     The Company seeks to expand its operations through a variety  of
means,  including entering new North American markets created by  the
legalization  of  casino gaming, developing  new  casinos  or  buying
existing casinos in established North American casino gaming markets,
expanding  through continued growth in its existing  facilities,  and
selectively  pursuing  expansion  projects  through  Native  American
reservations  in North America. Although the Company's preference  is
to  own  and operate each of its gaming properties, the Company  also
considers  expansion opportunities involving management contracts  or
joint ventures.

     On October 28, 1999, Ameristar Casino St. Louis, Inc. ("ACSLI"),
a  newly  formed wholly owned subsidiary of ACI, filed an application
with  the Missouri Gaming Commission seeking a gaming license  for  a
site  along the Mississippi River in Lemay, Missouri, a community  in
South  St. Louis County.  In conjunction with this application, ACSLI
has entered into an agreement with the current lessee of the proposed
site  for  the assignment of the lease. The Company has also recently
obtained  a  commitment to refinance its Revolving  Credit  Facility,
increasing its available borrowing capacity to $265 million to fund
a substantial portion of the development costs for this project.  The
balance  of the financing for this project will be provided primarily
by operating cash flow.

     The  Company's current plans for the Ameristar Casino St.  Louis
at  Lemay  call  for  a floating barge located  within  a  basin  and
integrated  within a larger main frame structure that is adjacent  to
the  Mississippi  River.  The Company expects that the project will
consist of a  single level building of approximately  215,920
square feet and that the casino will consist of 70,000 square feet of
floating  gaming area with 2,000 slot machines, 50 blackjack  tables,
two  Roulette or big wheel games, eight crap/dice games, one  cashier
coin  cage  with  slot and table fills and three change  booths  with
beverage dispensing counters.  The project is expected to include two
casino  bars with service stations, including a 50-seat entertainment
lounge,  as  well as several restaurants, meeting rooms,  a  Missouri
retail shop and a VIP lounge. The total cost for the development  and
construction of the project is expected to be approximately $150 million.
The project also calls for a  150-room  hotel adjacent to  the  casino
to be built by a strtegic partner.

     This  project  is  in  the preliminary  stages  and  subject  to
numerous  contingencies,  including, for  example,  the  satisfactory
completion  of  due  diligence  concerning  the  proposed  site,  the
selection  of  the  Company's application for  investigation  by  the
Missouri   Gaming  Commission,  obtaining  various  other  regulatory
permits  and approvals and completing financing arrangements for  the
project.  The  project  is  also subject to various  development  and
construction  risks  typical of large-scale development  projects  of
this type. The Company recently submitted a revised application for a
gaming  license  to the Missouri Gaming Commission  and  expects  the
Missouri  Gaming  Commission  to take  action  with  respect  to  its
application   during  2000.   See  "Risk  Factors  -  Our   Potential
Development  of a Casino in Lemay, Missouri Will Require  Significant
Capital Expenditure and We Cannot Predict Whether the Casino Will  Be
Successful"  and  "Item 7.  Management's Discussion and  Analysis  of
Financial Condition and Results of Operation - Liquidity and  Capital
Resources."

     The  Company  also  seeks  growth in its  business  through  the
expansion  and improvement of its existing properties.  For  example,
the   Company   recently  completed  restaurant  and   meeting   room
enhancements   at   The  Reserve,  expanded  the  casino,   remodeled
restaurants  and  added parking at Ameristar Vicksburg  and  added  a
third  deck  to the casino and a parking garage at Ameristar  Council
Bluffs.  Management considers enhancement projects for  each  of  the
Company's  properties  on an ongoing basis. In doing  so,  management
evaluates the operating performance of each property, the anticipated
relative costs and benefits of the projects under consideration,  the
availability  of  cash  flow  and  debt  financing  to  fund  capital
expenditures and competitive and other relevant factors.

     Management believes that the Company's long-term success in  its
current markets and expanding into new markets will depend in part on
the Company's ability to distinguish its operations from those of its
competitors.  The Company's strategy of including quality  non-gaming
amenities   in   its   facilities,  such  as  lodging,   dining   and
entertainment, is intended to provide these competitive distinctions.
The   scope  of  non-gaming  amenities  to  be  offered  at  existing
properties and future expansion projects will be determined  in  part
by  competitive factors within a particular market and the nature  of
the  Company's  participation in a particular project.  In  addition,
management believes the selection of attractive expansion markets and
quality  locations within those markets will continue to be important
to  the  growth of the Company. In selecting expansion opportunities,
the  Company  seeks  a  strong demographic market  with  a  favorable
competitive  environment and a site in the market with an attractive,
prominent location and ease of access that will support the size  and
scope of the Company's development plans.

          The  timing,  cost  and scope of any expansion  or  capital
improvement  project  of  the Company will  depend  on,  among  other
factors, the Company's operating cash flow and the resulting  ability
of  the  Company to apply operating cash flow to capital expenditures
and  to  incur additional indebtedness under the Company's  Revolving
Credit   Facility   or  other  debt  instruments.    See   "Item   7.
Management's  Discussion  and Analysis  of  Financial  Condition  and
Results of Operations - Liquidity and Capital Resources."



PROPERTY PROFILES

     The  following  table  presents selected statistical  and  other
information concerning the Company's properties as of March 1, 2000.

                                  AMERISTAR  AMERISTAR
             CACTUS       THE     VICKSBURG   COUNCIL      THE
              PETES    HORSESHU   (VICKSBUR    BLUFFS    RESERVE
            (JACKPOT,  (JACKPOT,   G, MS)     (COUNCIL
               NV)        NV)                 BLUFFS,   (HENDERSON,
                                                IA)         NV)
OPENING       1956       1956     Feb. 1994  Jan. 1996  Feb. 1998
DATE
CASINO
SQUARE       25,000      3,500     43,000      42,500     41,500
FOOTAGE
(APPROX.)
SLOT           808        124       1,291      1,446      1,430
MACHINES
TABLE          38          8         50          51         26
GAMES
HOTEL          300        120        150       348(1)      224
ROOMS
NUMBER OF
RESTAURANT     4/3        1/1        3/4        4/4        6/3
S/BARS
RESTAURANT
/BAR         460/80     124/40     564/46      975/93   1,210/110
SEATING
CAPACITY
GUEST
PARKING        908        226       1,730     1,955(4)    1,900
SPACES
OTHER       356-Seat   Keno;      364-Seat   Kids Quest Sports
AMENITIES   Showroom;  Swimming   Showroom;  Children's Book;
            Sports     Pool;      Gift Shop  Activity   Keno;
            Book;      General               Center     Meeting
            Keno;      Store;                (2);       Space;
            Meeting    Service               Meeting    Swimming
            Space;     Station               Space;     Pool;
            Swimming                         Indoor     Bingo;
            Pool;                            Swimming   Gift
            Gift                             Pool &     Shop;
            Shop;                            Spa;       Amusement
            Amusement                        Exercise   Arcade
            Arcade                           Facility;
                                             Gift Shop;
                                             Amusement
                                             Arcade
OPERATING  Cactus      CPI       Ameristar   Ameristar  Ameristar
SUBSIDIARY Pete's,               Casino      Casino     Casino
OR         Inc.                  Vicksburg   Council    Las
SUBSIDIARI ("CPI")               , Inc.      Bluffs,    Vegas,
ES                               ("ACVI")    Inc.       Inc.
                                 and AC      ("ACCBI")  ("ACLVI")
                                 Hotel
                                 Corp. (3)
(1)   Includes  a  full service 160-room Ameristar  hotel  owned  and
  operated by the Company and a limited service 188-room Holiday  Inn
  Suites Hotel owned and operated by  a  third party under a ground
  lease from the Company. In  addition,  a Hampton Inn adjoining the
  Holiday Inn  Suites  Hotel with approximately 100 rooms is expected
  to be completed in the Fall of 2000.
(2)   Operated by a third party.
(3)   AC  Hotel  Corp., a wholly owned subsidiary of ACVI,  owns  the
  hotel at Ameristar Vicksburg.
(4)   ACCBI  opened approximately 1,000 additional parking spaces  in
  its  new  parking garage in March 2000 bringing the total  number  of
  guest parking spaces to approximately 3,000.


          THE JACKPOT PROPERTIES

     The  Jackpot  Properties, which have been operating since  1956,
have  been designed and developed and are marketed to appeal to three
separate  markets: budget, quality and luxury. The Company  sets  its
prices for hotel rooms, food and other non-gaming amenities at levels
that  are  affordable to its separate customer bases.  The  Company's
objective is to be perceived by its customers as providing good value
and  high quality for the price charged. The Company promotes  Cactus
Petes  as  a destination resort primarily in the northwestern  United
States  and southwestern Canada. The Jackpot Properties are  open  24
hours a day, seven days a week.

     Cactus  Petes completed a major expansion project  in  1991.  In
addition,  the  Company substantially completed a remodeling  of  the
casino  at  The Horseshu in late 1997. Since 1993, Cactus  Petes  has
annually  received a Four Diamond rating from the American Automobile
Association. The Horseshu Hotel has a Three Diamond rating  from  the
American Automobile Association. The food and beverage operations  at
the Jackpot Properties include a buffet, a fine dining restaurant,  a
24-hour  casual dining restaurant, a coffee shop and a snack  bar,  a
showroom  that features nationally known entertainment, and  cocktail
lounges with entertainment.

     Market.   Management  believes that  approximately  50%  of  the
customer  base  of the Jackpot Properties consists  of  residents  of
Idaho  who  generally  frequent the properties  on  an  overnight  or
turnaround  basis.  The balance of the Jackpot Properties'  customers
come  primarily from Oregon, Washington, Montana, northern California
and  the  southwestern  Canadian  provinces.  Although  many  of  the
customers from beyond southern Idaho are tourists traveling to  other
destinations,  a  significant portion  of  these  customers  come  to
Jackpot as a final destination.

     Competition. The Company has developed a dominant share  of  the
market capacity in Jackpot. The Jackpot Properties compete with  four
other  hotels  and motels (three of which also have casinos).  As  of
March  15,  2000, the Jackpot Properties accounted for  approximately
55%  of  the lodging rooms, 55% of the slot machines and 77%  of  the
table  games  in Jackpot. Management believes Cactus Petes  offers  a
more attractive environment and a broader and higher quality range of
gaming  and  leisure  activities than those of its  competitors.  The
Company  is not aware of any expansion plans by existing or potential
competitors in Jackpot.

     At  least  two  casinos  with  video lottery  terminals  ("VLT")
similar  to  slot  machines are operated on Native American  land  in
Idaho,  including  one  with  approximately  200  VLT  machines  near
Pocatello  that has been in operation for approximately  five  years.
Casino  gaming  began  on  Native  American  lands  in  both  western
Washington and northeast Oregon in 1995, and casinos also operate  in
Alberta, Canada. In addition, the Shoshone-Bannock Tribes in Southern
Idaho  recently  signed a Compact with the State  of  Idaho  allowing
gaming  on  the  Tribes' lands in the forms to  be  determined  by  a
federal  court.  The Compact has been ratified by the Idaho House  of
Representatives and is now awaiting action in the Idaho Senate.   The
Company expects to face increased competition depending on the  forms
of  gaming permitted on the Tribes' lands. See "Item 1. - Business  -
Risk  Factors  - If We Cannot Compete Successfully with  Other  Hotel
Casino  Operators, Our Future Operations May be Materially  Adversely
Affected."

AMERISTAR VICKSBURG

     Ameristar  Vicksburg, which opened in February 1994,  represents
the  Company's first expansion project outside of Jackpot. Management
believes  Ameristar Vicksburg provides superior and larger facilities
than   its  current  competitors  in  the  Vicksburg  area  and   has
competitive advantages by virtue of its close proximity to Interstate
20.  Nonetheless,  Vicksburg  is  a  competitive  gaming  market  and
Ameristar  Vicksburg's operations to date have been  dependent  to  a
substantial degree upon a continuous casino marketing and promotional
campaign.

     The   permanently   moored,   dockside   Vicksburg   Casino   is
approximately 315 feet long and approximately 120 feet wide.  Due  to
the  width  of  the  Vicksburg Casino, the  casino,  restaurants  and
showroom  have  the  spacious  feel of  a  land-based  facility.  The
Vicksburg  Casino has three levels, which are connected by escalators
and  elevators. The casino is on the bottom and middle levels and has
wide  aisles  with  an  open  feel that provides  a  comfortable  and
inviting  atmosphere. During 1999, the casino floor was upgraded  and
expanded, with 254 new innovative slot machines being added  and  232
older  slot  machines being replaced with newer  slot  machines.  The
Vicksburg  Casino has entrances on both the lower and middle  levels,
with the lower-level entrance providing access from valet parking and
the  middle-level  entrance providing access  from  the  self-parking
area. The Vicksburg Casino is open 24 hours a day, seven days a week.

     The food and beverage operations at the Vicksburg Casino include
three restaurants (a new upscale steakhouse, which opened in December
1999,  a  buffet  and  a 24-hour casual dining restaurant  which  was
remodeled during 1999), four bars (one of which offers live  cabaret-
style entertainment) and a showroom (which is used on an intermittent
basis  for  entertainment and players club promotions). In  addition,
approximately 600 new parking spaces were added during 1999, bringing
the total number of guest parking spaces to over 1,700.

     Management believes Ameristar Vicksburg's competitive advantages
include  its  location, the size and design of the  project  and  the
range and quality of its amenities. The primary locational advantages
of  Ameristar Vicksburg are its proximity to Interstate  20  and  its
ease  of  access.  As  discussed  above,  the  Vicksburg  Casino   is
significantly wider than typical riverboat casinos. As part of a long-
term  plan  to enhance Ameristar Vicksburg, the Company  acquired  18
acres  of  raw  land across from the main entrance to  the  Vicksburg
Casino  for  the  future development of additional improvements.  The
Company constructed a 150-room hotel, which opened in June 1998, on a
portion  of this parcel. In addition, management believes the overall
range  and  quality of the facilities, food service and entertainment
at  Ameristar  Vicksburg  are superior  to  those  available  at  its
existing competitors.

     Market.  The primary market for Ameristar Vicksburg is residents
of  the  Jackson  and  Vicksburg, Mississippi and  Monroe,  Louisiana
areas;  tourists coming to Vicksburg primarily to visit the Vicksburg
National Military Park; and other traffic traveling on Interstate 20,
a major east-west thoroughfare that connects Atlanta and Dallas.

     Vicksburg, with a population of approximately 30,000 persons, is
located  45  miles  west  of  Jackson, the  capital  of  Mississippi.
According  to  the  1990  U.S.  Census,  the  Jackson  and  Vicksburg
metropolitan  areas  had a total population of approximately  460,000
persons.  Approximately  1.5 million people live  within  a  100-mile
radius  of Vicksburg.  The Vicksburg National Military Park,  located
within  three  miles  of Ameristar Vicksburg,  draws  over  1,000,000
registered visitors a year. Interstate 20 (which connects Atlanta and
Dallas)   passes  directly  through  Vicksburg.  According   to   the
Mississippi  Department of Transportation, approximately 8.0  million
vehicles  drove  across the Interstate 20 bridge at Vicksburg  during
1999.  As of March 1, 2000, Vicksburg had approximately 1,900 lodging
rooms. The Vicksburg Chamber of Commerce has estimated that the  1999
average  hotel  occupancy rate in Vicksburg  was  approximately  65%.
Gaming revenues in Warren County, Mississippi for the 52 weeks  ended
December 18, 1999, were approximately $213.4 million.

     Competition. Ameristar Vicksburg is subject to competition  from
three local competitors, from casinos in Shreveport and Bossier City,
Louisiana,  and  from  a  Native  American  casino  in  Philadelphia,
Mississippi.  Ameristar  Vicksburg  has  approximately  1,600  gaming
positions or 36.7% of the total number of positions in Warren  County
(the number of gaming positions increased by approximately 200 during
1999). Based on available data, Ameristar Vicksburg is currently  the
market leader in Warren County and generated gaming revenues in  1998
and 1999 representing approximately 31.5% and 33.4%, respectively, of
the  total  market  gaming revenues. Management attributes  Ameristar
Vicksburg's leading market share position to the effectiveness of the
Company's   marketing  and  promotional  strategy,   the   property's
proximity  to and visibility from Interstate 20, its ease of  access,
the  size and design of the facility and the range and quality of the
amenities offered.

     Several potential gaming sites still exist in Warren County  and
Vicksburg  and  from time to time potential competitors  propose  the
development  of additional casinos in or near Vicksburg. The  Company
is  currently  involved in legal proceedings in which it  is  alleged
that  the  Company and certain other parties engaged  in  conduct  to
oppose  the development of a casino between Vicksburg and Jackson  in
violation  of  Mississippi's antitrust and  gaming  regulatory  laws.
See  "Item  1.  -  Business - Risk Factors -  If  We  Cannot  Compete
Successfully with Other Hotel Casino Operators, Our Future Operations
May  be  Materially Adversely Affected."- Ameristar  Vicksburg."  and
"Item 3. - Legal Proceedings."

AMERISTAR COUNCIL BLUFFS

     The  Company  opened Ameristar Council Bluffs  in  January  1996
under one of three gaming licenses currently issued for Pottawattamie
County,  Iowa. On the bank of the Missouri River across  from  Omaha,
Nebraska, Ameristar Council Bluffs is adjacent to the Nebraska Avenue
exit on Interstate 29 immediately north of the junction of Interstate
29  and  Interstate 80. The Company designed Ameristar Council Bluffs
as  a  destination  resort  intended to  serve  as  an  entertainment
centerpiece   of  the  region.  Ameristar  Council  Bluffs   features
architecture reminiscent of a gateway river town in the  late  1800s.
The  design  complements existing characteristics of  Council  Bluffs
while  giving the facility its own distinctive personality. Ameristar
Council  Bluffs  opened in stages during 1996  and  early  1997.  The
approximately 50-acre Ameristar Council Bluffs site is  large  enough
to accommodate future land-based expansion.

     In  1999,  Ameristar Council Bluffs was awarded the  prestigious
Four-Diamond  designation from the American  Automobile  Association.
The  facility is the only riverboat property in the nation  to  carry
this designation.

     The Council Bluffs Casino is an approximately 52,000 square foot
three-level riverboat measuring 272 feet long by 98 feet wide with  a
casino  of approximately 42,500 square feet. The third level addition
to  the riverboat was completed in November 1999 which increased  the
number  of  gaming positions by approximately 400.  By  building  the
vessel with high ceilings and making it 98 feet wide, the casino  has
the  spacious  feel  of  a  land-based facility.  Escalators  and  an
elevator connect all levels of the riverboat. The casino is  open  24
hours  a  day, seven days a week and is required to make  a  two-hour
cruise  a minimum of 100 days per year during the "excursion season,"
which  is  defined  as April 1 through October 31. If  the  riverboat
fails to satisfy this cruising requirement, it will not be allowed to
operate  during  the  balance  of the  year.   However,  the  Company
believes  that  the Iowa Racing and Gaming Commission would  grant  a
release  from  this requirement should dangerous cruising  conditions
preclude the riverboat from making the minimum number of cruises.

     Guests enter the riverboat from shore via an enclosed ramp  from
the  68,000-square  foot  Main Street Pavilion  and  from  the  newly
completed, fully enclosed parking garage. The Main Street Pavilion is
a  self-contained  complex featuring an Ameristar hotel,  restaurants
and  entertainment options for children and adults. The  interior  of
the  Pavilion  is designed to replicate a Victorian-era main  street.
The  main  level of the Pavilion includes a buffet, a 24-hour  casual
dining  restaurant, a steak house and a sports bar  cabaret,  all  of
which  are  operated by the Company. Rising above the Pavilion  is  a
five-story,  160-room, full-service Ameristar  hotel  that  offers  a
panoramic  view of the Missouri River and the Council Bluffs  Casino.
The  Main Street Pavilion also includes a children's activity  center
operated by New Horizon Kids Quest, Inc. and owned by a joint venture
between  that  company and Ameristar Council Bluffs.  A  1,000  space
parking garage, adjacent to the pavilion, was substantially completed
in March 2000 and will be fully operational by the beginning of April
2000.

     The Company has leased a portion of the Ameristar Council Bluffs
site  to an entity controlled by Iowa-based Kinseth Hotel Corporation
for  a 188-room, limited-service Holiday Inn Suites hotel that opened
on  March  31,  1997 and was expanded during 1999. The Kinseth  Hotel
Corporation developed and operates this hotel. The Holiday Inn Suites
hotel  and  the  Main  Street Pavilion are connected  by  a  climate-
controlled walkway that also connects to the indoor pool and spa  and
the  exercise  room. The Company has leased another  portion  of  the
Ameristar  Council Bluffs site to Kinseth Hotel Corporation  for  the
development of an approximately 100-room Hampton Inn hotel.   Kinseth
Hotel  Corporation  will  also operate  this  hotel,  which  will  be
connected to the Holiday Inn Suites Hotel and/or directly to the Main
Street  Pavilion  by a climate-controlled walkway.  The  Hampton  Inn
hotel is expected to be completed in the Fall of 2000.

     Market. Council Bluffs has a population of approximately  54,000
people.   Council   Bluffs  forms  part   of   the   greater   Omaha,
Nebraska/Council  Bluffs,  Iowa  metropolitan  area,  which   has   a
population of approximately 690,000. Approximately 1.0 million people
live  within  a 50-mile radius, and approximately 1.7 million  people
live  within  a  100-mile  radius,  of  Council  Bluffs.  The  median
household  income  of the greater metropolitan area is  approximately
$42,000,  with an unemployment rate of approximately 2.1%.  Based  on
available  data,  Council Bluffs is currently  the  strongest  gaming
market in Iowa. Gaming revenues in Pottawattamie County, Iowa for the
12 months ended January 31, 2000, were $329.1 million, an increase of
$32.4 million over the prior 12-month period.

     Competition.  Three  gaming  licenses  have  been   issued   for
Pottawattamie  County,  Iowa to Iowa West Racing  Association.  ACCBI
operates the Council Bluffs Casino pursuant to an operating agreement
with  Iowa West Racing Association. The other casinos operating under
these licenses are Harveys Casino Hotel ("Harveys"), which operates a
riverboat casino in close proximity to Ameristar Council Bluffs,  and
Bluffs  Run Casino ("Bluffs Run"), a year-round dog track and  casino
owned  by a subsidiary of Harveys Casino Resorts, the parent  company
of  Harveys,  which  acquired  the property  from  Iowa  West  Racing
Association in October 1999.  Bluffs Run's gaming license limits  the
casino  to  the operation of reel-style and video slot machines  that
meet  the  definition of "games of chance" under the  Iowa  statutes.
Bluffs Run, which opened in March 1995, has approximately 1,250  slot
machines,  a  restaurant,  a  buffet, and lounge  entertainment.  The
Company believes that Bluffs Run will continue to provide significant
competition  due  to  its  advantage of  being  the  only  land-based
facility  in  the market. Management believes Harveys  also  provides
serious competition for Ameristar Council Bluffs. The Harveys  casino
opened  on  January 1, 1996, and substantially all the other  Harveys
facilities opened in May 1996, except for a restaurant that opened in
May  1997. A third level addition to the Harveys riverboat  in  early
1998  added  approximately 200 more slot machines. In 1999,  a  1,600
space  parking  garage  was  added along  with  a  car  wash  and  70
additional slot machines.

     The average monthly market share of gaming revenues of Ameristar
Council  Bluffs was approximately 30.9% for the twelve  month  period
from  February 1999 through January 2000, approximately 4.0  and  3.2
percentage  points behind Bluffs Run and Harveys, respectively.  From
the  time  the third deck of the casino opened on November  22,  1999
through  March 19, 2000, Ameristar Council Bluffs' market  share  was
32.6%, approximately 0.5 and 1.7 percentage points behind Bluffs  Run
and  Harveys,  respectively. See also "Item  1.  -  Business  -  Risk
Factors  - If We Cannot Compete Successfully with Other Hotel  Casino
Operators,   Our  Future  Operations  May  be  Materially   Adversely
Affected. - Ameristar Council Bluffs."

THE RESERVE

     The  Reserve,  featuring an African safari and big game  reserve
theme that includes statues of elephants, giraffes and other animals,
opened  on February 10, 1998, at the southeast corner of the junction
of  Lake  Mead  Drive  and Interstate 515 in Henderson,  Nevada.  The
Company  acquired The Reserve under construction on October 9,  1996.
In  connection  with  the  acquisition, the  Company  redesigned  The
Reserve to expand and enhance the project.

     The  Reserve, which is open 24 hours a day, seven days  a  week,
includes  approximately  42,000 square feet  of  casino  space  (with
approximately 1,430 slot machines and approximately 26 table  games),
224  hotel rooms, six restaurants (a buffet, a 24-hour casual  dining
restaurant,  a  steakhouse, an Italian restaurant and two  fast  food
outlets),  three  bars  and  lounges, a  sports  book,  keno,  bingo,
approximately  1,900 surface parking spaces and a swimming  pool.  In
1999, the Company remodeled the Italian restaurant, expanded the  24-
hour  casual  dining restaurant and added the two fast food  outlets.
Meeting rooms were also added.  The food and beverage operations  and
back-of-house  facilities  were designed  to  support  the  potential
future expansion of The Reserve.

     The  ultimate master plan for The Reserve has been designed  for
phased expansions of the gaming areas, additional hotel towers, multi-
level parking, and other amenities such as additional restaurants  as
warranted by market and competitive conditions.

     Market.  The gaming market in the greater metropolitan Las Vegas
area  includes  segments for local residents and visitors,  and  both
segments   of  this  market  are  subject  to  intense  and   dynamic
competition.  The Reserve competes primarily for local  customers  in
the  Henderson-Green  Valley  suburban community.  The  Company  also
markets  The  Reserve to visitors, including persons driving  to  and
from  Arizona via Interstate 515, persons driving between  California
and  Lake  Mead and other visitors to the Las Vegas area  who  desire
lodging in Henderson-Green Valley.

     The   Las  Vegas  metropolitan  area  was  the  fastest  growing
metropolitan area, and Henderson was the fastest growing city in  the
United  States,  during the first half of the 1990s, with  population
increases  of  26%  and 57%, respectively. The  population  of  Clark
County  increased by 5.0% during 1998 and the population of Henderson
increased  by  9.6% for the same period.  In 1998 the  population  of
Clark County, Nevada was 1.2 million, and the population of Henderson
and  Boulder  City  (a  community south of  Henderson)  was  180,000.
According  to  the Nevada Department of Transportation, approximately
80,000  vehicles  per  day  currently pass through  the  junction  of
Interstate  515  and  Lake Mead Drive, the site of  The  Reserve.  In
addition, the Interstate 215 beltway, which will intersect Interstate
515 adjacent to The Reserve, is scheduled for completion in May 2000,
though  no assurance can be given of the actual completion  date.  No
assurance  can  be  given that the Las Vegas  metropolitan  area  and
Henderson-Green Valley will continue to experience population  growth
or  that growth will continue for any particular period of time or at
the same rates as in the recent past.

     Competition.  Three large local-market casino hotels are located
within  11  miles  of The Reserve.  This includes Sunset  Station,  a
casino-hotel  operated by Station Casinos, Inc. located approximately
3.5  miles north of The Reserve along Interstate 515.  Sunset Station
is  larger than The Reserve and Station Casinos has operated  casinos
aimed  at local Las Vegas residents for many years.  Station  Casinos
has also announced plans for the development of a casino-hotel resort
approximately  3.5 miles west of The Reserve, near  the  junction  of
Green  Valley  Parkway and Lake Mead Drive. Station  Casinos  expects
this  new  development to open in the fourth  quarter  of  2001.   In
addition,  The Reserve competes to a lesser extent with a  number  of
small, limited service casinos that currently operate within a  five-
mile radius.  Additional competition in this area is anticipated over
time.   See "Item 1. - Business - Risk Factors - If We Cannot Compete
Successfully with Other Hotel Casino Operators, Our Future Operations
May Be Materially Adversely Affected - The Reserve."

EMPLOYEES

     As  of  March 1, 2000, the Company employed approximately  4,300
employees.  None  of  the  Company's current  employees  is  employed
pursuant  to  collective  bargaining  or  other  union  arrangements.
Management believes its employee relations are good.

RISK FACTORS

IF  WE  CANNOT COMPETE SUCCESSFULLY WITH OTHER HOTEL  CASINO
OPERATORS, OUR FUTURE OPERATIONS MAY BE MATERIALLY ADVERSELY
AFFECTED.

     General.  We compete for customers primarily on the basis of (1)
the  location  and quality of our properties, (2) the quality,  range
and  pricing of non-gaming amenities such as hotels, restaurants  and
entertainment, and (3) the strength of our marketing and  promotional
campaigns.   Some  of  our  existing competitors  have  greater  name
recognition  and  financial and marketing  resources  than  we  have.
Other  companies  with  greater name recognition  and  financial  and
marketing resources than we have could enter our current markets  and
become competitors in the future.  The entry into our current markets
of  additional  competitors  could materially  adversely  affect  our
business, financial condition and results of operations.

     In  addition,  four  out  of our five operating  properties  are
located in jurisdictions that restrict gaming to certain areas and/or
borders a state that prohibits or restricts gaming operations.  These
restrictions  and prohibitions provide substantial  benefits  to  our
business  and  our  ability  to attract and  retain  customers.   The
legalization  or  expanded legalization or  authorization  of  gaming
within a market area of one of these properties could have a material
adverse  effect on our business, financial condition and  results  of
operations.

     The  Jackpot  Properties.  The Jackpot Properties  compete  with
three  other  casinos  in the Jackpot area.  We could  be  materially
adversely  affected by the renovation or expansion  of  the  existing
casinos, or the development of new casinos, in the Jackpot area.   We
do  not  currently  know  of any plans by parties  operating  in  the
Jackpot area to expand their existing casinos or by any other parties
to develop new casinos in the Jackpot area.

     In  addition  to  local casinos, the Jackpot Properties  compete
with  casinos  in other portions of the Pacific Northwest,  including
existing  casinos on Native American lands near Pocatello, Idaho  and
in  western Washington, northeastern Oregon and Alberta, Canada.   We
cannot predict the future competitive effects of these casinos on the
Jackpot  Properties.   Any  expansion  of  casino  gaming  on  Native
American   lands  in  southern  Idaho,  eastern  Oregon  or   eastern
Washington  could  have  a material adverse  effect  on  the  Jackpot
Properties and us.

     The  Indian  Gaming  Regulatory Act of 1988  ("IGRA")  restricts
gaming  operations  on Native American land to  those  allowed  under
state  law, and the Idaho Constitution prohibits all forms of  casino
gaming.   However, video lottery terminal ("VLT") casinos,  including
one  near  Pocatello, are currently being operated on Native American
lands in Idaho.  While these VLT casinos may be in violation of IGRA,
federal officials have not taken any enforcement action against these
operations.  The  failure  of the federal  government  to  take  such
enforcement  action could lead to the expansion of casino  gaming  on
Native  American lands in Idaho.  This could have a material  adverse
effect on the Jackpot Properties and on us.

     In  addition,  the  Shoshone-Bannock Tribes  in  Southern  Idaho
recently  signed  a Compact with the Idaho Governor that  allows  the
parties  to  seek  a  declaratory  judgment  from  federal  court  to
determine what forms of gaming may be conducted on the Tribes' lands.
The  Compact has been ratified by the Idaho House and is now awaiting
action in the Idaho Senate.  If the Compact is ratified and a federal
court  determines that a broad range of gaming is allowed under  IGRA
and  the Idaho Constitution, the Jackpot Properties will likely  face
increased competition and could be materially adversely affected.

     Ameristar  Vicksburg.  Ameristar Vicksburg competes  with  three
local competitors, casinos in Shreveport and Bossier City, Louisiana,
and  a  Native American casino in Philadelphia, Mississippi.  Due  to
the intensity of competition in the Vicksburg market, the success  of
Ameristar Vicksburg's business depends upon continuous and aggressive
marketing and promotional efforts.  We believe that competition  from
the   casinos   in  Shreveport  and  Bossier  City,   Louisiana   and
Philadelphia,  Mississippi  has  resulted  in  a  shrinkage  in   the
territorial  size  of the Vicksburg gaming market, placing  increased
competitive  pressures on the casinos operating  in  Vicksburg.   Any
further  reduction  in the territorial size of the  Vicksburg  gaming
market  could  have a material adverse effect on Ameristar  Vicksburg
and on us.

     Several potential gaming sites still exist in Warren County  and
Vicksburg.   From  time  to time, potential competitors  propose  the
development  of additional casinos in or near Vicksburg.   We  cannot
assure  you that additional competitors will not enter the  Vicksburg
market, and additional competition in Vicksburg could have a material
adverse  effect on our business, financial condition and  results  of
operations.

     In  addition, we are aware of potential sites on the  Big  Black
River  near  Interstate 20 between Jackson and Vicksburg,  which,  if
developed,  would  provide a significant competitive  advantage  over
Ameristar Vicksburg and other gaming operations in Warren County  due
to their closer proximity to Jackson.  However, there currently is no
exit  off  Interstate  20 in the vicinity of these  sites,  the  area
surrounding  these sites is undeveloped and lacks any  infrastructure
and  these sites may not meet the requirements of Mississippi law for
the  development  of  a  casino.  In December 1996,  the  Mississippi
Gaming  Commission rejected an application for the development  of  a
casino at one of these sites by ruling the site to be unsuitable  for
a casino.  This denial was appealed by an adjoining landowner and the
license  applicant.   In December 1997, a Mississippi  circuit  court
issued  an  order  reversing the decision of the  Mississippi  Gaming
Commission  and  remanded the application to the  Mississippi  Gaming
Commission   for   further  proceedings.   The   Mississippi   Gaming
Commission  has appealed this court order to the Mississippi  Supreme
Court, and we expect the Supreme Court will issue a decision later in
2000.   The  development of a casino on the Big  Black  River  likely
would have a material adverse effect on Ameristar Vicksburg and us.

     In  addition,  we are involved in two lawsuits in  which  it  is
alleged  that  we  and certain other parties engaged  in  conduct  to
oppose the gaming license application for the Big Black River site in
violation of Mississippi's antitrust and gaming regulatory laws.  One
of these lawsuits has been tried in a Mississippi state court in Pike
County  and resulted in a verdict against us and other defendants  in
the  amount  of  $3,792,000,  of  which  our  pro  rata  portion   is
$1,685,333.   We  have appealed this case to the Mississippi  Supreme
Court.   A second law suit containing similar allegations and  claims
was  filed  by  other  plaintiffs in  state  court  in  Pike  County,
Mississippi  in  December  1999.  We and the  other  defendants  have
removed  this  case to the federal court in Jackson.  The  plaintiffs
are attempting to have the case remanded by the federal court back to
the  Pike  County state court, which we and the other defendants  are
resisting.  We believe that our conduct was a proper exercise of  our
legal  rights,  and  we  are continuing to  vigorously  defend  these
lawsuits.

     If Mississippi law was amended to permit gaming in Hinds County,
the  development  of  one  or  more casinos  there  would  materially
adversely affect us.  We are not aware of any current proposals  that
would permit an expansion of gaming into Hinds County.

     Ameristar  Council Bluffs.  Ameristar Council  Bluffs  currently
competes  in  Council  Bluffs with two other casinos.  One  of  these
casinos,  at  the  Bluffs  Run dog racing track,  has  a  significant
competitive advantage as a land-based facility.  Bluffs Run  was  the
local  market  leader in gaming revenues for the year ended  December
31, 1999 even though its license limits its gaming operations to reel-
style  and video slot machines that meet the definition of "games  of
chance".   We believe that the other competitor in Council Bluffs,  a
riverboat  casino operated by Harveys Casino Resorts,  also  provides
and  will  continue  to  provide serious  competition  for  Ameristar
Council  Bluffs.  Bluffs Run was recently acquired by Harveys  Casino
Resorts.   This  consolidation could lead  to  increased  competitive
pressures for Ameristar Council Bluffs.

     In  September 1998, the Iowa Racing and Gaming Commission passed
a  regulation limiting the number of gaming licenses in the State  of
Iowa  to those currently issued.  Unless legislative action is  taken
to overrule or modify that regulation, there will be no more licenses
granted  in  the State of Iowa.  However, we cannot assure  you  that
this  regulation  will not be overruled by the  Iowa  legislature  or
modified  by  the Iowa Racing and Gaming Commission.  The development
of  any  new casinos in the Council Bluffs area could have a material
adverse effect on Ameristar Council Bluffs and on us.

     A  ballot  initiative  was  proposed in  1996  that  would  have
authorized  slot machines and casino gaming at certain  locations  in
Nebraska,  including Omaha, which is across the Missouri  River  from
Council Bluffs.  This initiative was not placed on the ballot due  to
the  determination  by  the  Nebraska  Secretary  of  State  that  an
insufficient  number of petition signatures had  been  obtained.   We
believe  that it is unlikely that any further legislative  action  or
voting referendum that would authorize casino gaming in Nebraska will
be  acted  upon  prior to 2001.  However, we cannot assure  you  that
casino  gaming will not become permitted in Nebraska at some time  in
the  near future, including before 2001.  The introduction of  casino
gaming in Nebraska, especially in the Omaha area, would likely have a
material adverse effect on Ameristar Council Bluffs and on us.

     The Reserve.  Three large local-market casino hotels are located
within  11  miles  of The Reserve.  This includes Sunset  Station,  a
casino-hotel  operated by Station Casinos, Inc. located approximately
3.5  miles north of The Reserve along Interstate 515.  Sunset Station
is  larger than The Reserve, and Station Casinos has operated casinos
aimed  at local Las Vegas residents for many years.  Station  Casinos
has also announced plans for the development of a casino-hotel resort
approximately  3.5 miles west of The Reserve, near  the  junction  of
Green  Valley  Parkway and Lake Mead Drive. Station  Casinos  expects
this new development to open in the fourth quarter of 2001.

     We  are  aware of several other sites in Henderson-Green  Valley
that  have  been zoned for casino-hotels.  Additional casino  resorts
may  be developed in Henderson-Green Valley and other portions of the
southeastern  Las  Vegas  metropolitan  area.   The  development   of
additional casino-hotels in Henderson-Green Valley and other portions
of  the  southeastern  Las  Vegas metropolitan  area,  including  the
completion  of the project announced by Station Casinos,  will  place
additional  competitive pressures on The Reserve  and  could  have  a
material adverse effect on The Reserve and on us.  Other than Station
Casinos'   announcement  described  above,  to  date,  no  meaningful
announcements have been made related to any future casino development
in the immediate market in which The Reserve operates.

     Interstate  215  is expected to be extended  from  the  west  to
intersect  Interstate 515 adjacent to The Reserve.  This  interchange
is currently in the design stages, and we expect that the design will
have some adverse effects on The Reserve that may not be overcome  by
the benefits of the improved roadways.  In addition, construction  of
Interstate  215,  which is currently ongoing, has adversely  affected
and  will  continue  to adversely affect traffic flow  on  Lake  Mead
Drive.

OUR  SUBSTANTIAL LEVERAGE MAY AFFECT OUR ABILITY TO  SATISFY
DEBT  OBLIGATIONS AND MAY CONSTRAIN OUR ABILITY  TO  OPERATE
OUR BUSINESS.

     We  are highly leveraged and have substantial fixed debt service
in  addition to our operating expenses.  The degree to which  we  are
leveraged could have important adverse consequences to the holders of
our securities.  These effects include, without limitation:
     Impaired ability to make scheduled payments of principal or
       interest on our indebtedness, to refinance our indebtedness or to pay
       premiums (if any) required in connection with our indebtedness;
     Impaired ability to obtain additional financing in the future
       for working capital, capital expenditures, acquisitions or other
       purposes;
     Limited flexibility in planning for or reacting to changes in
       market conditions; and
     Increased vulnerability to any downturn in the general market or
       in our operations specifically.

     Our  principal  long-term debt instruments  contain  restrictive
covenants.  These include limitations on our ability to:
     incur additional indebtedness;
     create liens and other encumbrances;
     make certain payments and investments;
     enter into transactions with affiliates; and
     sell or otherwise dispose of assets or merge or consolidate with
       another entity.

     Although  the  covenants are subject to various exceptions  that
are  intended  to  allow  us to operate without  undue  restraint  in
certain  anticipated circumstances, we cannot assure you  that  these
covenants  will  not adversely affect our ability to  finance  future
operations or capital needs or to engage in other activities that may
be in our best interest.  In addition, our long-term debt requires us
to  maintain  certain financial ratios.  Our ability to  comply  with
these provisions will depend upon our future performance, which  will
be   affected  by  prevailing  economic  conditions  and   financial,
business, competitive, regulatory and other factors.  Many  of  these
factors  are beyond our control.  Accordingly, we cannot  assure  you
that we will maintain a level of operating cash flow that will permit
us  to  service  our obligations and to satisfy applicable  financial
covenants.   A  breach of any of these covenants or our inability  to
comply  with the required financial ratios could result in  us  being
required to repay outstanding principal and/or an inability to obtain
additional borrowings under existing debt facilities.  It could  also
result  in  a  default  under  one or  more  of  our  long-term  debt
instruments.   This would severely limit our ability  to  improve  or
expand  our  existing properties or to develop new  properties.   Any
long-term debt instruments or credit facilities that we enter into in
the   future  will  likely  contain  restrictions  similar  to  those
described above.

MANY  FACTORS,  SOME  OF  WHICH ARE BEYOND  OUR  CONTROL,  COULD
ADVERSELY  AFFECT  OUR  ABILITY  TO  SUCCESSFULLY  COMPLETE  OUR
CONSTRUCTION AND DEVELOPMENT PROJECTS AS PLANNED.

     General   Construction  Risks  -  Delays  and   Cost   Overruns.
Construction  and  expansion  projects under  consideration  for  our
properties entail significant risks.  These risks include:
     shortages of materials (including slot machines or other gaming
       equipment);
     shortages of skilled labor or work stoppages;
     unforeseen construction scheduling, engineering, environmental
       or geological problems;
     weather interference;
     floods, fires or other casualty losses; and
     unanticipated cost increases.

     Our  anticipated costs and construction periods for construction
projects  are  based  upon budgets, conceptual design  documents  and
construction  schedule estimates prepared by us in consultation  with
our architects and contractors.  The cost of any construction project
undertaken  by  us  may  vary  significantly  from  initial   current
expectations,  and we may have a limited amount of capital  resources
to  fund  cost  overruns on any project.  If we cannot  finance  cost
overruns  on  a timely basis, the completion of one or more  projects
may  be  delayed  until adequate cash flow from operations  or  other
financing  is  available.   The  completion  date  of  any   of   our
construction  projects could also differ significantly  from  initial
expectations  for construction-related or other reasons.   We  cannot
assure you that any project will be completed, if at all, on time  or
within  established budgets.  Significant delays or cost overruns  on
our construction projects could have a material adverse effect on our
business, financial condition and results of operations.

     We  employ "fast-track" design and construction methods in  some
of  our  construction and development projects.   This  involves  the
design  of  future  stages of construction while  earlier  stages  of
construction are underway.  Although we believe that the use of fast-
track   design  and  construction  methods  can  reduce  the  overall
construction  time,  these  methods may not  always  result  in  such
reductions, may involve additional construction costs than  otherwise
would  be  incurred  and  may  increase the  risk  of  disputes  with
contractors.

     Construction Dependent upon Available Financing and  Operations.
The  availability of funds under our principal credit facility at any
time  is  dependent  upon the amount of our consolidated  EBITDA  (as
defined) during the preceding four full fiscal quarters.  Our  future
operating   performance  will  be  subject  to  financial,  economic,
business,  competitive, regulatory and other factors, many  of  which
are  beyond our control.  Accordingly, we cannot assure you that  our
future   consolidated  EBITDA  and  the  resulting  availability   of
operating cash flow or borrowing capacity will be sufficient to allow
us to undertake or complete future construction projects.

     As  a  result  of operating risks, including those described  in
this  section,  and  other risks associated with a  new  venture,  we
cannot assure you that, once completed, any development project  will
increase our operating profits or operating cash flow.

OUR POTENTIAL DEVELOPMENT OF A CASINO IN LEMAY, MISSOURI WILL REQUIRE
SIGNIFICANT  CAPITAL  EXPENDITURE AND WE CANNOT PREDICT  WHETHER  THE
CASINO WILL BE SUCCESSFUL.

     The  Ameristar  Casino St. Louis at Lemay is  currently  in  the
initial   planning   stages   and   remains   subject   to   numerous
contingencies.   These  contingencies  include,  for   example,   the
satisfactory  completion  of due diligence  concerning  the  proposed
site,  the  selection  of our application for  investigation  by  the
Missouri   Gaming  Commission,  obtaining  various  other  regulatory
permits  and approvals and completing financing arrangements for  the
project.   We  have  already devoted substantial  resources  to  this
project and expect to devote significant additional resources  during
the  planning and construction stages of this project.   However,  we
cannot  assure you when or if our application for investigation  will
be  selected  by  the  Missouri Gaming Commission  or  that  we  will
otherwise be able to complete the development of the Ameristar Casino
St. Louis at Lemay.  If we do complete this project, we cannot assure
you  that we will be able operate the property profitably or that  we
will be able to obtain any return on our investment in the project.

OUR  MAJORITY  STOCKHOLDER'S OWNERSHIP  RESULTS  IN  LIMITED
LIQUIDITY IN THE MARKET FOR OUR COMMON STOCK.

     Craig  H.  Neilsen,  our president and chief executive  officer,
owns  approximately 86.9% of our outstanding shares of Common  Stock.
As a result, Mr. Neilsen controls our management and daily operations
and  his  substantial ownership results in limited liquidity  in  the
market for our Common Stock.

A  CHANGE  IN  CONTROL COULD RESULT IN THE  ACCELERATION  OF
CERTAIN OF OUR DEBT OBLIGATIONS.

     Certain  changes in control could result in the acceleration  of
our  principal long-term credit facilities.  This acceleration  could
be triggered in the event of Mr. Neilsen's death if his estate, heirs
or  devisees must sell a substantial number of shares of  our  Common
Stock  to obtain funds to pay inheritance tax liabilities.  We cannot
assure  you that we would be able to repay any indebtedness  that  is
accelerated as a result of a change in control, and this would likely
materially adversely affect our financial condition.

IF  OUR  KEY  PERSONNEL  LEAVES US,  OUR  BUSINESS  WILL  BE
SIGNIFICANTLY ADVERSELY AFFECTED.

     We  depend on the continued performance of Mr. Neilsen  and  his
management team.  The loss of the services of Mr. Neilsen or  any  of
our other executive officers could have a material adverse effect  on
our business.

THE  MARKET FOR QUALIFIED OPERATING AND CORPORATE MANAGEMENT
PERSONNEL IS SUBJECT TO INTENSE COMPETITION.

     We  have experienced and expect to continue to experience strong
competition in hiring and retaining qualified operating and corporate
management  personnel.   We believe that a  number  of  factors  have
contributed to our difficulties in attracting and retaining qualified
management personnel, including:
     the recent proliferation and expansion of gaming facilities
       throughout the United States;
     the additional burdens on our existing management personnel due
       to the lack of depth in other positions; and
     our reluctance to match or exceed compensation packages offered
       by some of our competitors.
     Recruiting  and  retaining  qualified  management  personnel  is
particularly  difficult in Vicksburg and Jackpot due to local  market
conditions.   If  we  are unable to successfully recruit  and  retain
qualified management personnel at our properties and at our corporate
level,  our  results  of  operations could  be  materially  adversely
affected.

RESTRICTIONS  AND  LIMITATIONS IMPOSED BY GAMING  REGULATORY
AUTHORITIES ADVERSELY AFFECT OUR BUSINESS.

     The  ownership  and  operation of casino gaming  facilities  are
subject to extensive state and local regulation.  The States of Iowa,
Mississippi  and Nevada and the applicable local authorities  require
various licenses, findings of suitability, registrations, permits and
approvals to be held by us and our subsidiaries.  The Iowa Racing and
Gaming  Commission, the Mississippi Gaming Commission and the  Nevada
Gaming Commission may, among other things, limit, condition, suspend,
revoke or not renew a license or approval to own the stock of any  of
Ameristar's  Iowa, Mississippi or Nevada subsidiaries,  respectively,
for  any  cause  deemed reasonable by such licensing authority.   Our
gaming  license in Mississippi must be renewed every three years  and
our gaming license in Iowa must be renewed every year.  If we violate
gaming laws or regulations, substantial fines could be levied against
us, our subsidiaries and the persons involved, and we could be forced
to forfeit portions of our assets.  The suspension, revocation or non-
renewal of any of our licenses or the levy on us of substantial fines
or  forfeiture of assets would have a material adverse effect on  our
business, financial condition and results of operations.  We are also
subject  to  substantial  gaming taxes and fees  imposed  by  various
governmental authorities, which are subject to increase.

     To date, we have obtained all governmental licenses, findings of
suitability, registrations, permits and approvals necessary  for  the
operation  of  our  currently operating gaming activities.   However,
gaming  licenses  and related approvals are deemed to  be  privileges
under  Iowa, Mississippi and Nevada law.  We cannot assure  you  that
our  existing  licenses, permits and approvals will be maintained  or
extended.   We also cannot assure you that any new licenses,  permits
and  approvals that may be required in the future will be granted  to
us.

     Changes  in law could restrict or prohibit our gaming operations
in  any  jurisdiction.  In addition, certain jurisdictions, including
Iowa,  require  the  periodic reauthorization of  gaming  activities.
This reauthorization of gaming activities in Iowa will next occur  in
2002.   We  cannot assure you that gaming operations of the  type  we
conduct will continue to be authorized in any jurisdiction. A  change
in  law  restricting  or  prohibiting our gaming  operations  or  the
failure to reauthorize gaming activities in the jurisdiction in which
we  operate could substantially diminish the value of our  assets  in
those  jurisdictions.  This could have a material adverse  effect  on
our business, financial condition and results of operations.

THE   ADOPTION   OF  CERTAIN  ANTI-GAMING   INITIATIVES   IN
MISSISSIPPI  WOULD  SUBSTANTIALLY  DIMINISH  THE  VALUE   OF
AMERISTAR VICKSBURG AND WOULD HAVE A MATERIAL ADVERSE EFFECT
ON US.

     In  1998,  two  referenda were proposed  seeking  to  amend  the
Mississippi  Constitution to ban gaming in Mississippi.   Neither  of
these initiatives were placed on the ballot for public election based
on  procedural defects.  However, it is likely that at some  point  a
revised  initiative  will be filed that does  not  suffer  procedural
defects  and  therefore  is placed on the ballot.   The  adoption  by
Mississippi  voters  of  any proposal to ban or  significantly  limit
gaming  in  Mississippi  would substantially diminish  the  value  of
Ameristar Vicksburg and would have a material adverse effect  on  our
business, financial condition and results of operations.

THE  LOSS  OF  OUR  RIVERBOAT AND DOCKSIDE  FACILITIES  FROM
SERVICE COULD MATERIALLY ADVERSELY EFFECT US.

     Our  riverboat and dockside facilities in Mississippi  and  Iowa
could  be  lost  from  service due to casualty,  mechanical  failure,
extended or extraordinary maintenance, floods or other severe weather
conditions. Cruises of the Council Bluffs Casino are subject to risks
generally  incident to the movement of vessels on  inland  waterways,
including  risks  of  casualty  due to river  turbulence  and  severe
weather   conditions.  In  addition,  United   States   Coast   Guard
regulations  set limits on the operation of vessels and require  that
vessels be operated by a minimum complement of licensed personnel.

     The  United  States  Coast Guard also requires  all  US  flagged
passenger  vessels operating exclusively in fresh water to conduct  a
thorough dry-dock inspection of underwater machinery, valves and hull
every  five years.  Less stringent inspection requirements  apply  to
permanently  moored dockside vessels like the Vicksburg Casino.   The
Ameristar Council Bluffs riverboat is due for its dry-dock inspection
in  November  2000, but we have been accepted into  a  United  States
Coast  Guard  program  that  would allow  us  to  obtain  a  30-month
extension of the dry-dock requirement.  To obtain this extension, the
Ameristar Council Bluffs riverboat must undergo a thorough underwater
inspection  in the fall of 2000 after the cruising season.   However,
if  we  do not obtain this extension, the Council Bluffs Casino would
be  out  of service for a substantial period of time for its dry-dock
inspection.   This would have a material adverse effect on  Ameristar
Council  Bluffs and on our business, financial condition and  results
of  operations.  We cannot assure you that we will actually obtain an
extension of the dry-dock requirement or that similar extensions will
be obtained in the future.

     The  Ameristar  Vicksburg site has experienced some  instability
that has required periodic maintenance and improvements.  Although we
have  recently  completed  the process of reinforcing  the  cofferdam
basin  in  which  the  vessel floats, further reinforcements  may  be
necessary.  We are also monitoring the site to evaluate what  further
steps,  if  any,  may be necessary to stabilize the  site  to  permit
operations  to  continue.   A site failure  would  require  Ameristar
Vicksburg  to  limit or cease operations. The loss of a riverboat  or
dockside  facility from service for any period of time  likely  would
adversely  affect our operating results and borrowing capacity  under
our   long-term  debt  facilities.   It  could  also  result  in  the
occurrence  of an event of a default under one or more of our  credit
facilities or contracts.

WE  COULD  FACE  SEVERE  PENALTIES AND MATERIAL  REMEDIATION
COSTS  IF  WE  FAIL TO COMPLY WITH APPLICABLE  ENVIRONMENTAL
REGULATIONS.

     As  is the case with any owner or operator of real property,  we
are  subject  to  a variety of federal, state and local  governmental
regulations  relating  to the use, storage, discharge,  emission  and
disposal of hazardous materials. Failure to comply with environmental
laws   could  result  in  the  imposition  of  severe  penalties   or
restrictions on operations by government agencies or courts  of  law,
which could adversely affect operations. We do not have environmental
liability  insurance to cover most such events, and the environmental
liability  insurance  coverage we maintain to  cover  certain  events
includes significant limitations and exclusions.  In addition, if  we
discover any significant environmental contamination affecting any of
our   properties,  we  could  face  material  remediation  costs   or
additional development costs for future expansion activities.

SYSTEMS  FAILURES RESULTING FROM THE YEAR 2000 ISSUE COULD MATERIALLY
ADVERSELY AFFECT OUR OPERATIONS.

     In  the past, many computer software programs were written using
two  digits  rather  than four to define the applicable  year.  As  a
result,  date-sensitive computer software may recognize a date  using
"00"  as  the year 1900 rather than the year 2000. This is  generally
referred  to as the "Year 2000 issue." If this situation occurs,  the
potential  exists for computer system failures or miscalculations  by
computer  programs,  which could disrupt operations.   Prior  to  the
rollover  to the Year 2000, we evaluated all of our computer systems,
including  our front- and back-of-the-house computer operations,  our
back-of-the-house  accounting  systems  and  our  financial  software
programs,  and  upgraded these systems as necessary to  ensure  that,
according to the applicable vendors, all of our computer systems were
Year  2000  compliant.  We also made appropriate inquiries  of  third
parties  with  whom we do significant business, such as  vendors  and
suppliers,  as to their Year 2000 readiness.  Although  we  have  not
experienced any significant Year 2000 problems to date, it  is  still
possible for Year 2000-related problems to occur.  In the event  that
we  or  any  of  our third party vendors or service providers  suffer
system  failures due to the Year 2000 issue, our operations could  be
substantially adversely affected.

GOVERNMENT REGULATIONS

     The  ownership  and  operation of casino gaming  facilities  are
subject  to  extensive state and local regulations.  The  Company  is
required  to  obtain  and maintain gaming licenses  in  each  of  the
jurisdictions  in which the Company conducts gaming. The  limitation,
conditioning  or  suspension  of  gaming  licenses  could  (and   the
revocation  or  non-renewal of gaming licenses,  or  the  failure  to
reauthorize  gaming  in  certain  jurisdictions,  would)   materially
adversely  affect the operations of the Company in that jurisdiction.
In  addition,  changes  in  law  that  restrict  or  prohibit  gaming
operations  of the Company in any jurisdiction could have a  material
adverse effect on the Company.

     NEVADA.  The ownership and operation of casino gaming facilities
in  Nevada are subject to      (1) the Nevada Gaming Control Act  and
the  regulations promulgated thereunder (collectively, "Nevada Act");
and  (2)  various  local  regulations. The Company's  operations  are
subject to the licensing and regulatory control of the Nevada  Gaming
Commission  ("Nevada  Commission"), the Nevada State  Gaming  Control
Board  ("Nevada Board"), and, in the case of the Jackpot  Properties,
the  Liquor  Board  of Elko County. The Company's operations  at  The
Reserve  are subject to the licensing and regulatory control  of  the
City  of Henderson. The Nevada Commission, the Nevada Board, the City
of  Henderson  and  the Liquor Board of Elko County are  collectively
referred to in this section as the "Nevada Gaming Authorities."

     The  laws, regulations and supervisory procedures of the  Nevada
Gaming Authorities are based upon declarations of public policy which
are  concerned  with,  among  other things,  (1)  the  prevention  of
unsavory  or  unsuitable persons from having  a  direct  or  indirect
involvement  with  gaming at any time or in  any  capacity;  (2)  the
establishment  and  maintenance  of  effective  controls   over   the
financial  practices  of licensees, including  the  establishment  of
minimum  procedures for internal fiscal affairs and the  safeguarding
of  assets  and revenues, (3) providing reliable record  keeping  and
requiring  the  filing  of periodic reports with  the  Nevada  Gaming
Authorities; (4) the prevention of cheating and fraudulent practices;
and  (5)  providing  a  source of state and  local  revenues  through
taxation  and  licensing fees. Change in such laws,  regulations  and
procedures  could  have  an adverse effect on  the  Company's  gaming
operations.

     CPI,  which  operates the Jackpot Properties, and  ACLVI,  which
operates  The  Reserve,  are required to be licensed  by  the  Nevada
Gaming  Authorities. The gaming licenses require the periodic payment
of  fees  and taxes and are not transferable. Ameristar is registered
by  the  Nevada  Commission  as  a  publicly  traded  corporation  (a
"Registered  Corporation") and has been found  suitable  to  own  the
stock  of  CPI  and  ACLVI,  which are corporate  licensees  (each  a
"Corporate  Licensee")  under the terms  of  the  Nevada  Act.  As  a
Registered Corporation, Ameristar is required periodically to  submit
detailed financial and operating reports to the Nevada Commission and
furnish any other information that the Nevada Commission may require.
No  person may become a stockholder of, or receive any percentage  of
profits  from, a Corporate Licensee without first obtaining  licenses
and  approvals from the Nevada Gaming Authorities. The  Company,  CPI
and  ACLVI  have  obtained  from the Nevada  Gaming  Authorities  the
various  registrations, findings of suitability,  approvals,  permits
and  licenses  currently  required  in  order  to  engage  in  gaming
activities in Nevada.

     The Nevada Gaming Authorities may investigate any individual who
has  a  material relationship to, or material involvement with,  CPI,
ACLVI  or Ameristar in order to determine whether such individual  is
suitable  or should be licensed as a business associate of  a  gaming
licensee.  Officers, directors and certain key employees of  CPI  and
ACLVI  must file applications with the Nevada Gaming Authorities  and
may be required to be licensed or found suitable by the Nevada Gaming
Authorities.  Officers, directors and key employees of Ameristar  who
are  actively and directly involved in gaming activities  of  CPI  or
ACLVI  may be required to be reviewed or found suitable by the Nevada
Gaming  Authorities.  The  Nevada  Gaming  Authorities  may  deny  an
application for licensing for any cause that they deem reasonable.  A
finding  of suitability is comparable to licensing, and both  require
submission of detailed personal and financial information followed by
a thorough investigation. The applicant for licensing or a finding of
suitability must pay all the costs of the investigation.  Changes  in
licensed positions must be reported to the Nevada Gaming Authorities,
and  in  addition  to their authority to deny an  application  for  a
finding  of  suitability or licensure, the Nevada Gaming  Authorities
have jurisdiction to disapprove a change in a corporate position.

     If  the  Nevada  Gaming Authorities were  to  find  an  officer,
director  or  key employee unsuitable for licensing or unsuitable  to
continue  having  a  relationship with CPI, ACLVI or  Ameristar,  the
companies  involved would have to sever all relationships  with  such
person. In addition, the Nevada Commission may require CPI, ACLVI  or
Ameristar  to terminate the employment of any person who  refuses  to
file  appropriate applications. Determinations of suitability  or  of
questions pertaining to licensing are not subject to judicial  review
in Nevada.

     CPI,  ACLVI  and  Ameristar  are  required  to  submit  detailed
financial   and   operating  reports  to   the   Nevada   Commission.
Substantially  all  material loans, leases, sales of  securities  and
similar  financing transactions by Ameristar, CPI and ACLVI  must  be
reported to, or approved by, the Nevada Commission.

     If it were determined that the Nevada Act was violated by CPI or
ACLVI,  the  gaming  licenses it holds or has applied  for  could  be
limited,  denied,  conditioned,  suspended  or  revoked,  subject  to
compliance  with  certain  statutory and  regulatory  procedures.  In
addition,  CPI,  ACLVI, Ameristar and the persons involved  could  be
subject  to  substantial  fines for each separate  violation  of  the
Nevada  Act  at the discretion of the Nevada Commission.  Further,  a
supervisor  could  be appointed by the Nevada Commission  to  operate
CPI's  or ACLVI's gaming properties and, under certain circumstances,
earnings  generated during the supervisor's appointment  (except  for
the  reasonable rental value of the premises) could be  forfeited  to
the  State of Nevada. Limitation, conditioning or suspension  of  any
gaming  license or the appointment of a supervisor could (and  denial
or  revocation  of  any  gaming license would)  materially  adversely
affect Ameristar's gaming operations.

     Any   beneficial   holder  of  Ameristar's  voting   securities,
regardless of the number of shares owned, may be required to file  an
application,  be  investigated,  and  have  his  suitability   as   a
beneficial holder of Ameristar's voting securities determined if  the
Nevada  Commission  has reason to believe that such  ownership  would
otherwise  be inconsistent with the declared policy of the  State  of
Nevada. The applicant must pay all costs of investigation incurred by
the Nevada Gaming Authorities in conducting any such investigation.

     The  Nevada  Act  requires  any person who  acquires  beneficial
ownership  of  more  than  5%  of a Registered  Corporation's  voting
securities  to  report the acquisition to the Nevada Commission.  The
Nevada  Act  requires that beneficial owners of more than  10%  of  a
Registered  Corporation's  voting  securities  apply  to  the  Nevada
Commission for a finding of suitability within thirty days after  the
Chairman of the Nevada Board mails the written notice requiring  such
filing. Under certain circumstances, an "institutional investor",  as
defined in the Nevada Act, which acquires more than 10%, but not more
than  15%, of a Registered Corporation's voting securities may  apply
to  the Nevada Commission for a waiver of such finding of suitability
if  such  institutional  investor holds  the  voting  securities  for
investment  purposes  only. An institutional investor  shall  not  be
deemed  to hold voting securities for investment purposes unless  the
voting  securities were acquired and are held in the ordinary  course
of  business as an institutional investor and not for the purpose  of
causing,  directly or indirectly, the election of a majority  of  the
members of the board of directors of the Registered Corporation,  any
change  in  the  Registered Corporation's corporate charter,  bylaws,
management, policies or operations of the Registered Corporation,  or
any  of  its gaming affiliates, or any other action which the  Nevada
Commission  finds  to  be  inconsistent with holding  the  Registered
Corporation's   voting  securities  for  investment  purposes   only.
Activities  which  are  not  deemed to be inconsistent  with  holding
voting securities for investment purposes only include (1) voting  on
all  matters voted on by stockholders; (2) making financial and other
inquiries  of  management  of the type normally  made  by  securities
analysts for informational purposes and not to cause a change in  its
management, policies or operations; and (3) such other activities  as
the  Nevada  Commission  may determine to  be  consistent  with  such
investment intent. If the beneficial holder of voting securities  who
must  be  found suitable is a corporation, partnership or  trust,  it
must  submit detailed business and financial information including  a
list of beneficial owners. The applicant is required to pay all costs
of investigation.

     Any  person  who  fails or refuses to apply  for  a  finding  of
suitability or a license within 30 days after being ordered to do  so
by  the Nevada Commission or the Chairman of the Nevada Board, may be
found  unsuitable. The same restrictions apply to a record  owner  if
the  record  owner, after request, fails to identify  the  beneficial
owner.  Any  stockholder found unsuitable and who holds, directly  or
indirectly,  any  beneficial ownership  of  the  common  stock  of  a
Registered  Corporation  beyond  such  period  of  time  as  may   be
prescribed  by  the  Nevada Commission may be guilty  of  a  criminal
offense.  Ameristar is subject to disciplinary action  if,  after  it
receives notice that a person is unsuitable to be a stockholder or to
have  any other relationship with Ameristar, CPI or ACLVI, Ameristar,
(1)  pays that person any dividend or interest upon voting securities
of  Ameristar,  (2)  allows  that person  to  exercise,  directly  or
indirectly, any voting right conferred through securities held by the
person, (3) pays remuneration in any form to that person for services
rendered  or otherwise, or (4) fails to pursue all lawful efforts  to
require  such  unsuitable person to relinquish his voting  securities
including,  if  necessary,  the immediate  purchase  of  said  voting
securities by Ameristar, for cash at fair market value. Additionally,
the  Liquor Board of Elko County and the City of Henderson  have  the
authority to approve all persons owning or controlling the  stock  of
any   corporation   controlling  a  gaming   license   within   their
jurisdictions.

     The Nevada Commission may, at its discretion, require the holder
of   any   debt  security  of  a  Registered  Corporation   to   file
applications, be investigated and be found suitable to own  the  debt
security of a Registered Corporation if it has reason to believe that
such  holder's  acquisition  of  such ownership  would  otherwise  be
inconsistent with the declared policy of the State of Nevada. If  the
Nevada Commission determines that a person is unsuitable to own  such
security, then pursuant to the Nevada Act, the Registered Corporation
can  be  sanctioned, including the loss of its approvals, if  without
the  prior  approval of the Nevada Commission, it  (1)  pays  to  the
unsuitable   person  any  dividend,  interest,  or  any  distribution
whatsoever; (2) recognizes any voting right by such unsuitable person
in  connection  with such securities; (3) pays the unsuitable  person
remuneration in any form; or (4) makes any payment to the  unsuitable
person   by  way  of  principal,  redemption,  conversion,  exchange,
liquidation or similar transaction.

     Ameristar  is  required to maintain a current  stock  ledger  in
Nevada, which may be examined by the Nevada Gaming Authorities at any
time.  If  any  securities are held in trust by  an  agent  or  by  a
nominee,  the record holder may be required to disclose the  identity
of  the  beneficial owner to the Nevada Gaming Authorities. A failure
to  make such disclosure may be grounds for finding the record holder
unsuitable.  Ameristar is also required to render maximum  assistance
in  determining  the  identity of the beneficial  owner.  The  Nevada
Commission  has the power to require Ameristar stock certificates  to
bear  a  legend  indicating that the securities are  subject  to  the
Nevada  Act. However, to date, the Nevada Commission has not  imposed
such a requirement on Ameristar.

     Ameristar  may  not  make a public offering  of  its  securities
without the prior approval of the Nevada Commission if the securities
or  the  proceeds  therefrom are intended to be  used  to  construct,
acquire  or  finance gaming facilities in Nevada,  or  to  retire  or
extend   obligations  incurred  for  such  purposes.   In   addition,
restrictions  on  the  transfer of an equity  security  issued  by  a
Corporate  Licensee, and agreements not to encumber  such  securities
(collectively,  "Stock  Restrictions") are  ineffective  without  the
prior  approval of the Nevada Commission. Any such approvals  do  not
constitute  a  finding,  recommendation or  approval  by  the  Nevada
Commission or the Nevada Board as to the accuracy or adequacy of  the
prospectus  or the investment merits of the securities  offered.  Any
representation to the contrary is unlawful.  The Company has obtained
all such approvals required to date.

       Changes in control of Ameristar through merger, consolidation,
stock or asset acquisitions, management or consulting agreements,  or
any  act  or conduct by a person whereby he obtains control, may  not
occur  without the prior approval of the Nevada Commission.  Entities
seeking  to acquire control of a Registered Corporation must  satisfy
the  Nevada  Board  and Nevada Commission in a variety  of  stringent
standards  prior to assuming control of such Registered  Corporation.
The  Nevada  Commission  may  also require controlling  stockholders,
officers,  directors and other persons having a material relationship
or  involvement with the entity proposing to acquire control,  to  be
investigated and licensed as part of the approval process relating to
the transaction.

     The   Nevada  legislature  has  declared  that  some   corporate
acquisitions opposed by management, repurchases of voting  securities
and  corporate  defense tactics affecting Nevada  Corporate  Licensee
gaming  licensees,  and Registered Corporations that  are  affiliated
with  those  operations, may be injurious to  stable  and  productive
corporate  gaming. The Nevada Commission has established a regulatory
scheme  to  ameliorate  the  potentially  adverse  effects  of  these
business  practices  upon  Nevada's gaming industry  and  to  further
Nevada's  policy to (1) assure the financial stability  of  Corporate
Licensees  and their affiliates; (2) preserve the beneficial  aspects
of  conducting  business in the corporate form;  and  (3)  promote  a
neutral  environment for the orderly governance of corporate affairs.
Approvals  are,  in certain circumstances, required from  the  Nevada
Commission  before  the Registered Corporation can  make  exceptional
repurchases  of  voting  securities above the  current  market  price
thereof and before a corporate acquisition opposed by management  can
be consummated. The Nevada Act also requires prior approval of a plan
of recapitalization proposed by the Registered Corporation's Board of
Directors  in  response  to  a  tender offer  made  directly  to  the
Registered  Corporation's stockholders for the purposes of  acquiring
control of the Registered Corporation.

     License  fees  and taxes, computed in various ways depending  on
the type of gaming or activity involved, are payable to the State  of
Nevada  and to the counties and cities in which the Nevada licensee's
respective  operations are conducted. Depending upon  the  particular
fee  or  tax  involved,  these fees and taxes  are  payable  monthly,
quarterly  or annually and are based upon either (1) a percentage  of
the  gross  revenues  received;  (2) the  number  of  gaming  devices
operated; or (3) the number of table games operated. The license  fee
payable  to  the  State  of Nevada is based  upon  "gaming  receipts"
(generally  defined as gross receipts less payouts  to  customers  as
winnings)  and equals 3% of gaming receipts of $50,000  or  less  per
month, 4% of gaming receipts over $50,000 and less than $134,000  per
month,  and 6.25% of gaming receipts over $134,000 per month A casino
entertainment   tax   is  also  paid  by  casino   operations   where
entertainment is furnished in connection with the selling or  serving
of food and refreshments, or the selling of merchandise.

     Any person who is licensed, required to be licensed, registered,
required  to  be  registered, or is under common  control  with  such
persons  (collectively,  "Licensees"), and  who  proposes  to  become
involved in a gaming venture outside of Nevada is required to deposit
with  the Nevada Board, and thereafter maintain, a revolving fund  in
the  amount  of $10,000 to pay the expenses of investigation  of  the
Nevada  Board  of  their participation in such  foreign  gaming.  The
revolving  fund is subject to increase or decrease at the  discretion
of  the  Nevada  Commission. Thereafter, Licensees  are  required  to
comply with certain reporting requirements imposed by the Nevada Act.
Licensees  are  also  subject to disciplinary action  by  the  Nevada
Commission  if  they  knowingly  violate  any  laws  of  the  foreign
jurisdiction  pertaining  to the foreign gaming  operation,  fail  to
conduct the foreign gaming operation in accordance with the standards
of honesty and integrity required of Nevada gaming operations, engage
in  activities  or enters into associations that are harmful  to  the
State  of Nevada or its ability to collect gaming taxes and fees,  or
employs,  contracts with or associates with a person in  the  foreign
operation who has been denied a license or finding of suitability  in
Nevada on the ground of unsuitability.

     MISSISSIPPI.   The ownership and operation of casino  facilities
in  Mississippi are subject to extensive state and local  regulation,
but primarily the licensing and regulatory control of the Mississippi
Gaming  Commission (the "Mississippi Commission") and the Mississippi
State Tax Commission.

     The  Mississippi  Gaming  Control Act (the  "Mississippi  Act"),
which legalized dockside casino gaming in Mississippi, is similar  to
the Nevada Gaming Control Act. The Mississippi Commission has adopted
regulations  which are also similar in many respects  to  the  Nevada
gaming regulations.

     The  laws, regulations and supervisory procedures of Mississippi
and  the  Mississippi  Commission seek to  (1)  prevent  unsavory  or
unsuitable  persons  from having any direct or  indirect  involvement
with  gaming  at  any  time  or in any capacity;  (2)  establish  and
maintain   responsible  accounting  practices  and  procedures;   (3)
maintain effective control over the financial practices of licensees,
including establishing minimum procedures for internal fiscal affairs
and  safeguarding of assets and revenues, providing  reliable  record
keeping  and  making periodic reports to the Mississippi  Commission;
(4)  prevent cheating and fraudulent practices; (5) provide a  source
of  state and local revenues through taxation and licensing fees; and
(6)  ensure that gaming licensees, to the extent practicable,  employ
Mississippi  residents. The regulations are subject to amendment  and
interpretation by the Mississippi Commission. Changes in  Mississippi
law or regulations may limit or otherwise materially effect the types
of  gaming that may be conducted and could have an adverse effect  on
the Company and the Company's Mississippi gaming operations.

     The  Mississippi Act provides for legalized dockside  gaming  at
the  discretion  of the 14 eligible counties that border  either  the
Mississippi  Gulf Coast or the Mississippi River,  but  only  if  the
voters  in  such counties have not voted to prohibit gaming  in  that
county. Certain amendments to the Mississippi Constitution have  been
proposed  for adoption through the initiative and referendum  process
which, if a sufficient number of signatures are gathered to place the
matter on the ballot and if adopted by the voters of the state, would
prohibit  gaming  in Mississippi.  See "Item 1. Risk  Factors  -  The
Adoption  of  Certain  Anti-Gaming Initiatives in  Mississippi  Would
Substantially  Diminish the Value of Ameristar  Vicksburg  and  Would
Have  a Material Adverse Effect on Us." As of March 1, 2000, dockside
gaming  was  permissible in nine of the 14 eligible counties  in  the
State and gaming operations had commenced in Adams, Coahoma, Hancock,
Harrison,  Tunica, Warren and Washington counties. Under  Mississippi
law,  gaming vessels must be located on the Mississippi River  or  on
navigable waters in eligible counties along the Mississippi River, or
in the waters of the State of Mississippi lying south of the State in
eligible counties along the Mississippi Gulf Coast. In December 1996,
the   Mississippi   Commission  rejected  an  application   for   the
development  of a casino on a site on the Big Black River  in  Warren
County  near Interstate 20 between Jackson and Vicksburg,  which  was
appealed  by  an adjoining landowner and the license  applicant.   In
December  1997, a Mississippi circuit court issued an order reversing
the   decision  of  the  Mississippi  Commission  and  remanded   the
application  to  the Mississippi Commission for further  proceedings.
The  decision of the court was appealed by the Mississippi Commission
to  the  Mississippi Supreme Court and an oral argument was heard  by
the  Supreme Court on March 6, 2000. It is expected that the  Supreme
Court will issue its decision in 2000. The Mississippi Commission has
also  adopted  a regulation that prohibits gaming on  the  Big  Black
River;  however,  the Mississippi Commission has taken  the  position
that  the Mississippi Commission may be prohibited from applying  the
regulation  to  the  existing applicant which  appealed  the  initial
siting  decision.   In  addition, the Company is  involved  in  legal
proceedings in which it is alleged that the Company and certain other
parties engaged in conduct to oppose this application in violation of
Mississippi's antitrust and gaming regulatory laws.  See "Item  3.  -
Legal Proceedings."

     The   Mississippi  Act  permits  unlimited  stakes   gaming   on
permanently  moored vessels on a 24-hour basis and does not  restrict
the  percentage  of  space  which may be  utilized  for  gaming.  The
Mississippi  Act permits substantially all traditional  casino  games
and gaming devices.

     Ameristar,  and  each subsidiary of Ameristar  that  operates  a
casino  in  Mississippi (a "Gaming Subsidiary"), is  subject  to  the
licensing  and  regulatory  control of  the  Mississippi  Commission.
Ameristar is registered as a publicly traded holding company of  ACVI
under  the  Mississippi  Act. Ameristar is required  periodically  to
submit  detailed  financial and operating reports to the  Mississippi
Commission  and  furnish any other information that  the  Mississippi
Commission may require. If Ameristar is unable to continue to satisfy
the  registration requirements of the Mississippi Act, Ameristar  and
its  Gaming  Subsidiaries cannot own or operate gaming facilities  in
Mississippi. Each Gaming Subsidiary must obtain a gaming license from
the  Mississippi  Commission to operate  casinos  in  Mississippi.  A
gaming  license  is issued by the Mississippi Commission  subject  to
certain   conditions,   including  continued  compliance   with   all
applicable state laws and regulations and physical inspection of  the
casinos  prior to opening. There are no limitations on the number  of
gaming licenses that may be issued in Mississippi.

     Gaming  licenses are not transferable, are issued for  a  three-
year  period  (and  may  by continued for two additional  three  year
periods)  and  must  be  renewed periodically  thereafter.  ACVI  was
granted a renewal of its gaming license by the Mississippi Commission
on  December  18,  1999.  No person may become a  stockholder  of  or
receive  any percentage of profits from a gaming licensee  subsidiary
of  a  holding company without first obtaining licenses and approvals
from   the  Mississippi  Commission.  Ameristar  has  obtained   such
approvals in connection with ACVI's gaming license.

     Certain  officers and employees of Ameristar and  the  officers,
directors and certain key employees of each Gaming Subsidiary must be
found  suitable  or  be licensed by the Mississippi  Commission.  The
Company  believes  it  has  obtained or  applied  for  all  necessary
findings of suitability with respect to such persons associated  with
Ameristar  or  ACVI,  although  the Mississippi  Commission,  in  its
discretion,  may require additional persons to file applications  for
findings of suitability. Employees associated with gaming must obtain
work  permits that are subject to immediate suspension under  certain
circumstances. In addition, any person having a material relationship
or involvement with the Company may be required to be found suitable,
in  which  case those persons must pay the costs and fees  associated
with  such  investigation. The Mississippi  Commission  may  deny  an
application for a finding of suitability for any cause that it  deems
reasonable. Changes in certain licensed positions must be reported to
the  Mississippi Commission. In addition to its authority to deny  an
application   for   a   license,  the  Mississippi   Commission   has
jurisdiction  to  disapprove a change in  a  licensed  position.  The
Mississippi Commission has the power to require any Gaming Subsidiary
or  Ameristar to suspend or dismiss officers, directors and other key
employees  or  sever relationships with other persons who  refuse  to
file appropriate applications or whom the authorities find unsuitable
to act in such capacities.

     Employees  associated with gaming must obtain work permits  that
are  subject to immediate suspension. The Mississippi Commission will
refuse  to issue a work permit to a person convicted of a felony  and
it  may  refuse  to issue a work permit to a gaming employee  if  the
employee has committed various misdemeanors or knowingly violated the
Mississippi Act or for any reasonable cause.

     At  any  time,  the  Mississippi Commission  has  the  power  to
investigate and require the finding of suitability of any  record  or
beneficial  stockholder of Ameristar. Mississippi  law  requires  any
person  who  acquires  more than 5% of Ameristar's  common  stock  to
report the acquisition to the Mississippi Commission, and such person
may be required to be found suitable. Also, any person who becomes  a
beneficial  owner  of more than 10% of Ameristar's common  stock,  as
reported to the Securities and Exchange Commission, must apply for  a
finding of suitability by the Mississippi Commission and must pay the
costs  and  fees that the Mississippi Commission incurs in conducting
the investigation. The Mississippi Commission has generally exercised
its  discretion to require a finding of suitability of any beneficial
owner  of  more than 5% of a public company's common stock.  However,
the  Mississippi  Commission has adopted a  policy  that  may  permit
certain  institutional investors to own beneficially up to 15%  of  a
public company's common stock without a finding of suitability. If  a
stockholder  who must be found suitable is a corporation, partnership
or  trust, it must submit detailed business and financial information
including a list of beneficial owners.

     Any  person  who  fails or refuses to apply  for  a  finding  of
suitability or a license within thirty (30) days after being  ordered
to  do so by the Mississippi Commission may be found unsuitable.  The
same  restrictions apply to a record owner if the record owner, after
request,  fails to identify the beneficial owner. Management believes
that  compliance  by  Ameristar  with the  licensing  procedures  and
regulatory requirements of the Mississippi Commission will not affect
the  marketability of its securities. Any person found unsuitable and
who  holds, directly or indirectly, any beneficial ownership  of  the
securities   of  Ameristar  beyond  such  time  as  the   Mississippi
Commission  prescribes, may be guilty of a misdemeanor. Ameristar  is
subject  to  disciplinary action if, after receiving  notice  that  a
person  is  unsuitable  to be a stockholder  or  to  have  any  other
relationship  with  Ameristar or its Gaming Subsidiaries,  Ameristar:
(1)  pays  the  unsuitable person any dividend or other  distribution
upon the voting securities of Ameristar; (2) recognizes the exercise,
directly  or indirectly, of any voting rights conferred by securities
held  by  the unsuitable person; (3) pays the unsuitable  person  any
remuneration  in any form for services rendered or otherwise,  except
in certain limited and specific circumstances; or (4) fails to pursue
all lawful efforts to require the unsuitable person to divest himself
of the securities, including, if necessary, the immediate purchase of
the securities for cash at a fair market value.

     Ameristar  may  be  required  to  disclose  to  the  Mississippi
Commission, upon request, the identities of debt security holders. In
addition, the Mississippi Commission under the Mississippi  Act  may,
in  its  discretion,  (1)  require  holders  of  debt  securities  of
Ameristar to file applications, (2) investigate such holders, and (3)
require such holders to be found suitable to own such debt securities
or  receive  distributions  thereon. If  the  Mississippi  Commission
determines that a person is unsuitable to own such security, then the
issuer  may  be  sanctioned, including the loss of its approvals,  if
without the prior approval of the Mississippi Commission, it (1) pays
to  the unsuitable person any dividend, interest, or any distribution
whatsoever; (2) recognizes any voting right by such unsuitable person
in  connection  with such securities; (3) pays the unsuitable  person
remuneration in any form; or (4) makes any payment to the  unsuitable
person   by  way  of  principal,  redemption,  conversion,  exchange,
liquidation,   or  similar  transaction.  Although  the   Mississippi
Commission  generally  does  not require the  individual  holders  of
obligations such as notes to be investigated and found suitable,  the
Mississippi  Commission  retains the discretion  to  do  so  for  any
reason, including but not limited to, a default, or where the  holder
of the debt instrument exercises a material influence over the gaming
operations  of the entity in question. Any holder of debt  securities
required  to  apply  for  a  finding  of  suitability  must  pay  all
investigative  fees  and  costs  of  the  Mississippi  Commission  in
connection with such an investigation.

     ACVI  must  maintain in its principal office  in  Mississippi  a
current  stock  ledger  with  respect to its  equity  securities  and
Ameristar  must  maintain in the principal office of ACVI  a  current
list of stockholders, which must reflect the record ownership of each
outstanding  share  of  any  class  of  equity  security  issued   by
Ameristar.  The  ledger and stockholder lists must be  available  for
inspection  by  the  Mississippi  Commission  at  any  time.  If  any
securities  of  Ameristar are held in trust  by  an  agent  or  by  a
nominee,  the record holder may be required to disclose the  identity
of  the beneficial owner to the Mississippi Commission. A failure  to
make  such  disclosure may be grounds for finding the  record  holder
unsuitable.   Ameristar  must  also  render  maximum  assistance   in
determining the identity of the beneficial owner.

     The  Mississippi Act requires that the certificates representing
securities  of  a  publicly  traded corporation  that  has  a  Gaming
Subsidiary  bear a legend to the general effect that such  securities
are  subject  to  the  Mississippi Act and  the  regulations  of  the
Mississippi Commission. Ameristar has received an exemption from this
legend  requirement from the Mississippi Commission. The  Mississippi
Commission  has  the power to impose additional restrictions  on  the
holders of Ameristar's securities at any time.

     Substantially all loans, leases, sales of securities and similar
financing transactions by a Gaming Subsidiary must be reported to  or
approved by the Mississippi Commission. A Gaming Subsidiary  may  not
make  a  public offering of its securities but may pledge or mortgage
casino  facilities. Ameristar may not make an issuance  or  a  public
offering  of  its  securities  without  the  prior  approval  of  the
Mississippi Commission if any part of the proceeds of the offering is
to  be used to finance the construction, acquisition or operation  of
gaming  facilities in Mississippi or to retire or extend  obligations
incurred for one or more such purposes. Such approval, if given, does
not  constitute a recommendation or approval of the investment merits
of  the securities subject to the offering. Ameristar has received  a
waiver   of   the  prior  approval  requirement  for  its  securities
offerings, subject to certain conditions.

       Under  the regulations of the Mississippi Commission, a Gaming
Subsidiary  may  not  guarantee a security issued  by  an  affiliated
company pursuant to a public offering, or pledge its assets to secure
payment  or performance of the obligations evidenced by the  security
issued  by the affiliated company, without the prior approval of  the
Mississippi  Commission.  The  pledge  of  the  stock  of  a   Gaming
Subsidiary  and  the  foreclosure of such  a  pledge  is  ineffective
without  the prior approval of the Mississippi Commission.  Moreover,
restrictions on the transfer of an equity security issued by a Gaming
Subsidiary and agreements not to encumber such securities (the "Stock
Restrictions")  are  ineffective without the prior  approval  of  the
Mississippi Commission. The Company has obtained approvals  from  the
Mississippi commission for such guarantees, pledges and restrictions,
subject to certain restrictions.

       Changes in control of Ameristar through merger, consolidation,
acquisition  of  assets, management or consulting agreements  or  any
form of takeover, and certain recapitalizations and stock repurchases
by  Ameristar,  cannot  occur  without  the  prior  approval  of  the
Mississippi  Commission. Entities seeking to  acquire  control  of  a
registered corporation must satisfy the Mississippi Commission  in  a
variety  of  stringent standards prior to assuming  control  of  such
registered  corporation. The Mississippi Commission may also  require
controlling  stockholders,  officers,  directors  and  other  persons
having  a  material  relationship  or  involvement  with  the  entity
proposing to acquire control, to be investigated and licensed as part
of the approval process relating to the transaction.

     The  Mississippi  legislature has declared that  some  corporate
acquisitions opposed by management, repurchases of voting  securities
and  other  corporate  defense tactics that affect  corporate  gaming
licensees  in  Mississippi and corporations whose stock  is  publicly
traded that are affiliated with those licensees, may be injurious  to
stable  and  productive corporate gaming. The Mississippi  Commission
has  established  a regulatory scheme to ameliorate  the  potentially
adverse effects of these business practices upon Mississippi's gaming
industry  and  to  further Mississippi's policy  to  (1)  assure  the
financial   stability  of  corporate  gaming  operations  and   their
affiliates;  (2)  preserve  the  beneficial  aspects  of   conducting
business in the corporate form; and (3) promote a neutral environment
for  the  orderly governance of corporate affairs. Approvals are,  in
certain  circumstances,  required  from  the  Mississippi  Commission
before   Ameristar  may  make  exceptional  repurchases   of   voting
securities in excess of the current market price of its common  stock
(commonly  called  "greenmail")  or before  a  corporate  acquisition
opposed  by  management  may  be  consummated.  Mississippi's  gaming
regulations  will  also  require prior approval  by  the  Mississippi
Commission if Ameristar adopts a plan of recapitalization proposed by
its  Board of Directors opposing a tender offer made directly to  the
stockholders for the purpose of acquiring control of Ameristar.

     Neither  Ameristar  nor  any subsidiary  may  engage  in  gaming
activities  in  Mississippi while also conducting  gaming  operations
outside of Mississippi without approval of the Mississippi Commission
or  a waiver of such approval. The Mississippi Commission may require
determinations  that,  among  others,  there  are   means   for   the
Mississippi  Commission to have access to information concerning  the
out-of-state  gaming  operations of the Company and  its  affiliates.
Ameristar has previously obtained a waiver of foreign gaming approval
from  the  Mississippi Commission for operations in other  states  in
which  Ameristar conducts gaming operations and will be  required  to
obtain the approval or a waiver of such approval from the Mississippi
Commission  prior  to  engaging  in  any  additional  future   gaming
operations outside of Mississippi.

     If  the  Mississippi Commission decides that a Gaming Subsidiary
violated a gaming law or regulation, the Mississippi Commission could
limit,  condition,  suspend  or revoke  the  license  of  the  Gaming
Subsidiary.  In  addition,  a Gaming Subsidiary,  Ameristar  and  the
persons  involved  could  be subject to substantial  fines  for  each
separate  violation.  Because of such a  violation,  the  Mississippi
Commission  could seek to appoint a supervisor to operate the  casino
facilities.  Limitation,  conditioning or suspension  of  any  gaming
license  or the appointment of a supervisor could (and revocation  of
any gaming license would) materially adversely affect Ameristar's and
the Gaming Subsidiary's gaming operations.

     License  fees  and taxes, computed in various ways depending  on
the  type of gaming involved, are payable to the State of Mississippi
and  to  the  counties  and  cities in which  a  Gaming  Subsidiary's
respective  operations are conducted. Depending upon  the  particular
fee or tax involved, these fees and taxes are payable either monthly,
quarterly  or  annually and are based upon (1) a  percentage  of  the
gross  gaming  revenues  received by the casino  operation,  (2)  the
number  of slot machines operated by the casino or (3) the number  of
table  games operated by the casino. The license fee payable  to  the
State  of  Mississippi  is  based upon "gaming  receipts"  (generally
defined as gross receipts less payouts to customers as winnings)  and
equals  4%  of  gaming receipts of $50,000 or less per month,  6%  of
gaming receipts over $50,000 and less than $134,000 per month, and 8%
of  gaming  receipts over $134,000 per month. The  foregoing  license
fees are allowed as a credit against the Company's Mississippi income
tax liability for the year paid. The gross revenue fee imposed by the
City of Vicksburg equals approximately 4% of the gaming receipts.

     The  Mississippi Commission's regulations require as a condition
of  licensure  or  license renewal that an existing  licensed  gaming
establishment's  plan  include a 500-car parking  facility  in  close
proximity  to the casino complex and infrastructure facilities  which
amount to at least 25% of the casino cost. The Company believes  that
ACVI is in compliance with this requirement with the opening of a 150-
room  hotel  at  Ameristar Vicksburg in June  1998.  The  Mississippi
Commission  recently  adopted  a regulation  that  requires  any  new
licensee   to   spend   100%  of  its  casino  cost   on   land-based
infrastructure  facilities,  but this  increase  does  not  apply  to
operators  that were already licensed at the time the regulation  was
adopted such as Ameristar Vicksburg.

     Both  the  City of Vicksburg and the Alcoholic Beverage  Control
Division  of  the  Mississippi Tax Commission  (the  "ABC")  license,
control and regulate the sale of alcoholic beverages by ACVI. ACVI is
in an area designated as a special resort, which allows ACVI to serve
alcoholic beverages on a 24-hour basis. The ABC has the full power to
limit,  condition, suspend or revoke any license for the  serving  of
alcoholic  beverages  or to place a licensee  on  probation  with  or
without  conditions.  Any disciplinary action could,  and  revocation
would,  have a material adverse effect upon ACVI's operations. ACVI's
key  officers  and  managers  must be  investigated  by  the  ABC  in
connection  with AVCI's liquor permits and changes in  key  positions
must be approved by the ABC.

     IOWA.  The Company's Council Bluffs operations are conducted  by
ACCBI  and  are  subject  to Chapter 99F of the  Iowa  Code  and  the
regulations  promulgated thereunder. The Company's gaming  operations
are  subject  to  the licensing and regulatory control  of  the  Iowa
Racing and Gaming Commission (the "Iowa Gaming Commission").

     Under  Iowa  law, wagering on a "gambling game" is  legal,  when
conducted  by  a  licensee  on  an  "excursion  gambling  boat."   An
"excursion  gambling  boat"  is  a  self-propelled  excursion   boat.
"Gambling  game"  means  any game of chance authorized  by  the  Iowa
Gaming  Commission. The excursion season is from  April  1st  through
October 31st of each calendar year. The vessel must operate at  least
one  excursion each day for 100 days during the excursion  season  to
operate  during  the off season. Each excursion  must  consist  of  a
minimum  of  two  hours.  The  Council Bluffs  Casino  satisfied  the
requirements  of  Iowa  law for the conduct of off-season  operations
during each of 1997, 1998 and 1999.

     The  legislation permitting riverboat gaming in Iowa  authorizes
the  granting of licenses to "qualified sponsoring organizations."  A
"qualified  sponsoring  organization"  is  defined  as  a  person  or
association  that  can show to the satisfaction of  the  Iowa  Gaming
Commission  that the person or association is eligible for  exemption
from  federal  income taxation under sec. 501(c)(3), (4),  (5),  (6),
(7), (8), (10) or (19) of the Internal Revenue Code (hereinafter "not-
for-profit corporation"). The not-for-profit corporation is permitted
to  enter into operating agreements with persons qualified to conduct
riverboat  gaming  operations. Such operators must  be  approved  and
licensed by the Iowa Gaming Commission. On January 27, 1995, the Iowa
Gaming  Commission  authorized the issuance of a license  to  conduct
gambling games on an excursion gambling boat to the Iowa West  Racing
Association, a not-for-profit corporation organized for  the  purpose
of  facilitating  riverboat  gaming  in  Council  Bluffs,  Iowa  (the
"Association"). The Association entered into an agreement with  ACCBI
authorizing ACCBI to operate riverboat gaming operations  in  Council
Bluffs  under  the  Association's  gaming  license  (the  "Operator's
Contract").  The Iowa Gaming Commission approved this  contract.  The
term  of  the Operator's Contract runs until December 31, 2002,  with
two  five-year  renewal options. The current license awarded  by  the
Iowa  Gaming  Commission  for  the Ameristar  Council  Bluffs  Casino
expires on March 31, 2001.

     Under  Iowa  law,  a license to conduct gambling  games  may  be
issued  in  a county only if the county electorate has approved  such
gambling  games.  Although  the electorate of  Pottawattamie  County,
which includes the City of Council Bluffs, approved by referendum the
gambling games conducted by ACCBI, a reauthorization referendum  must
be  submitted to the electorate in the general election to be held in
2002  and  each eight years thereafter. Each such referendum requires
the  vote  of a majority of the persons voting thereon. If  any  such
reauthorization  referendum is defeated, Iowa law provides  that  any
previously  issued gaming license will remain valid  and  subject  to
periodic  renewal for a total of nine years from the date of original
issuance,  subject  to  earlier revocation as  discussed  below.  The
original  issuance  date of the gaming license for Ameristar  Council
Bluffs was January 27, 1995.

     Substantially all of ACCBI's material transactions  are  subject
to  review  and approval by the Iowa Gaming Commission. All contracts
or  business arrangements, verbal or written, with any related  party
or  in  which the term exceeds three years or the total value of  the
contract  exceeds $50,000 must be submitted in advance  to  the  Iowa
Gaming  Commission  for approval. Additionally, contracts  negotiated
between ACCBI and a related party must be accompanied by economic and
qualitative justification.

     ACCBI  is required to notify the Iowa Gaming Commission  of  the
identity  of  each  director, corporate officer and  owner,  partner,
joint  venturer,  trustee or any other person who  has  a  beneficial
interest of five percent (5%) or more, direct or indirect, in  ACCBI.
The  Iowa  Gaming  Commission may require ACCBI to submit  background
information  on such persons. The Iowa Gaming Commission may  request
ACCBI  to  provide  a  list of persons holding  beneficial  ownership
interests  in ACCBI of less than five percent (5%). For  purposes  of
these  rules, "beneficial interest" includes all direct and  indirect
forms of ownership or control, voting power or investment power  held
through   any   contract,  lien,  lease,  partnership,  stockholding,
syndication, joint venture, understanding, relationship,  present  or
reversionary right, title or interest, or otherwise. The Iowa  Gaming
Commission may suspend or revoke the license of a licensee in which a
director,  corporate  officer  or holder  of  a  beneficial  interest
includes  or  involves  any person or entity which  is  found  to  be
ineligible as a result of want of character, moral fitness, financial
responsibility, professional responsibility or due to failure to meet
other criteria employed by the Iowa Gaming Commission.

     ACCBI  must  submit  detailed  financial,  operating  and  other
reports to the Iowa Gaming Commission. ACCBI must file monthly gaming
reports  indicating  adjusted gross receipts received  from  gambling
games  and  the  total  number  and amount  of  money  received  from
admissions. Additionally ACCBI must file annual financial  statements
covering all financial activities related to its operations for  each
fiscal  year.  ACCBI  must also keep detailed records  regarding  its
equity structure and owners.

     Iowa has a graduated wagering tax equal to five percent (5%)  of
the first $1.0 million of annual adjusted gross receipts, ten percent
(10%) on the next $2.0 million of annual adjusted gross receipts  and
twenty  percent  (20%) on annual adjusted gross  receipts  over  $3.0
million.  In addition, the state charges other fees on a per customer
basis. Additionally, ACCBI pays to the City of Council Bluffs  a  fee
equal to $0.50 per passenger.

     Under  the  Operator's Contract, ACCBI also pays the Association
an  admissions fee of $1.50 per passenger. ACCBI has interpreted  the
Operator's  Contract  to mean that a person may  leave  and  re-enter
Council  Bluffs  Casino  (for example, to visit  the  restaurants  at
Ameristar  Council Bluffs) without ACCBI being obligated  to  pay  an
additional admissions fee to the Association. ACCBI received a letter
from the Association in August 1996 in which the Association asserted
that  an  additional fee is due each time a person enters the Council
Bluffs Casino, including re-entries. The Association has advised  the
Company  that the board of directors of the Association  discussed  a
proposal  to  settle  this  dispute at an October  1997  meeting  but
declined to take any action either to approve the proposed settlement
or  to  pursue  the  previously threatened  claim.  Accordingly,  the
Association  has advised ACCBI that it does not currently  intend  to
pursue  this  claim, but the Association has not formally  waived  or
released the claim.

     If  the  Iowa  Gaming Commission decides that a  gaming  law  or
regulation  has  been violated, the Iowa Gaming  Commission  has  the
power  to  assess fines, revoke or suspend licenses or  to  take  any
other  action  as  may be reasonable or appropriate  to  enforce  the
gaming rules and regulations.

     REGULATORY  REQUIREMENTS APPLICABLE TO OWNERS OF CERTAIN  NOTES.
A  record or beneficial owner of the promissory notes issued  by  the
Company  in connection with the acquisition of The Reserve (the  "Gem
Notes")   could  be  required  by  one  or  more  gaming   regulatory
authorities to be found suitable, and such owner would be required to
apply  for  a finding of suitability within 30 days after request  of
such gaming authority or within such other time period prescribed  by
such  gaming  authority.  If such a record  or  beneficial  owner  is
required  to  be  found suitable and is not found  suitable  by  such
gaming  regulatory authority, such owner may be required  by  law  to
dispose  of  the  Gem  Notes.  If  any  gaming  regulatory  authority
determines that a person is unsuitable to own the Gem Notes, then the
Company  may  be  subject to sanctions, including  the  loss  of  its
regulatory  approvals,  if,  without  the  prior  approval   of   the
applicable gaming regulatory authorities, it (1) pays interest on the
Gem  Notes  to the unsuitable person, (2) pays the unsuitable  person
remuneration  in any form or (3) makes any payment to the  unsuitable
person   by  way  of  principal,  redemption,  conversion,  exchange,
liquidation  or  similar  transaction. In  denying  applications  for
findings  of suitability for certain purposes in early 1997 submitted
by  the  persons  to  whom  the Gem Notes  were  issued,  the  Nevada
Commission did not find either of them to be unsuitable to  hold  any
debt obligations of Ameristar, and, as of the date of this report, no
gaming  regulatory authority has required either of such  persons  to
apply for a finding of suitability to own the Gem Notes. However, one
or  more gaming regulatory authorities could require a holder of  the
Gem Notes to submit such an application in the future.

     These  regulatory requirements are applicable  with  respect  to
other  debt securities issued by the Company, including the Company's
Senior Subordinated Notes.  However, unlike the Gem Notes, the Senior
Subordinated Notes include provisions requiring a holder who is found
to  be  unsuitable to dispose of its Senior Subordinated  Notes.   In
certain  circumstances,  the Company is permitted  to  redeem  Senior
Subordinated Notes of an unsuitable holder.

     OTHER  JURISDICTIONS.   The Company expects  to  be  subject  to
similar  rigorous regulatory standards in each jurisdiction in  which
it  seeks  to conduct gaming operations, including in Missouri  where
the  Company  is currently seeking a license to develop a  casino  in
Lemay. See "Item 1. Business - Expansion Strategy." There can  be  no
assurance  that  regulations  adopted  or  taxes  imposed  by   other
jurisdictions will permit profitable operations by the Company.

     FEDERAL REGULATION OF SLOT MACHINES.  The Company is required to
make annual filings with the U.S. Attorney General in connection with
the  sale,  distribution or operation of slot machines. All requisite
filings for the most recent year and the current year have been made.

     CURRENCY TRANSACTION REPORTING REQUIREMENTS.  Pursuant to a 1985
agreement  between  the  State  of  Nevada  and  the  United   States
Department  of  the Treasury (the "Treasury"), the Nevada  Commission
and  the  Nevada  Board  have authority to  enforce  their  own  cash
transaction reporting laws applicable to casinos, which substantially
parallel  the  Federal Bank Secrecy Act. Under the  Money  Laundering
Suppression Act of 1994, which was passed by Congress, the  Secretary
of  the  Treasury  retained the ability to permit  states,  including
Nevada,  to continue to enforce their own cash transaction  reporting
laws  applicable  to casinos. The Nevada Act and related  regulations
require most gaming licensees to file reports with respect to various
gaming-related  and  other  cash transactions  if  such  transactions
aggregate more than $10,000 in a 24-hour period. Casinos are required
to  monitor  receipts  and disbursements of  currency  in  excess  of
$10,000  and report them to the Treasury. Although it is not possible
to  quantify  the full impact of these requirements on the  Company's
business, the changes are believed to have had some adverse effect on
results of operations since inception.

     On November 28, 1994, the Treasury enacted amendments (effective
December  1, 1994) to the federal regulations under the Bank  Secrecy
Act.  The amendments require casinos subject to the Bank Secrecy  Act
to  implement written programs no later than June 1, 1995  to  assure
and  monitor compliance with the Bank Secrecy Act. Such programs must
include  "know  your  customer" and suspicious transaction  reporting
components.  Although Nevada casinos are exempt from  Title  31,  the
Nevada  Commission has adopted regulations under the Nevada Act  that
parallel in several respects the amendments to the Bank Secrecy Act.

     In  June 1998, ACVI received a letter from the Financial  Crimes
Enforcement   Network  ("FinCEN")  of  the  Department  of   Treasury
identifying  26  alleged currency transaction reporting  failures  or
errors  that  were  discovered in an audit by  the  Internal  Revenue
Service  covering  an  approximately 13-month  period  following  the
opening  of  Ameristar Vicksburg. In early 2000, the Company  settled
this  matter with FinCEN by agreeing to pay a civil monetary penalty.
In addition to paying the civil penalty, ACVI has implemented various
steps  intended  to improve compliance with the currency  transaction
reporting requirements.

     POTENTIAL CHANGES IN TAX AND REGULATORY REQUIREMENTS.  From time
to  time,  federal and state legislators and officials have  proposed
changes  in tax law, or in the administration of such laws, affecting
the  gaming industry. Recent proposals have included a federal gaming
tax  and  increases in state or local gaming taxes.  They  have  also
included limitations on the federal income tax deductibility  of  the
cost  of furnishing complimentary promotional items to customers,  as
well  as  various measures that would require withholding on  amounts
won by customers or on negotiated discounts provided to customers  on
amounts  owed  to gaming companies. It is not possible  to  determine
with  certainty the likelihood of possible changes in tax law  or  in
the  administration of such law. Such changes, if adopted, could have
a materially adverse effect on the Company's financial results.

     A  National  Gambling  Impact Study  Commission  (the  "National
Commission")  has been established by the United States  Congress  to
conduct  a  comprehensive study of the social and economic impact  of
gaming  in  the  United  States.  On April  28,  1999,  the  National
Commission  issued  a final report of its findings  and  conclusions,
together  with  recommendations  for legislature  and  administrative
actions. Below are some of those recommendations:

     Legal gaming should be restrictive to those at least 21 years of
       age;

     Betting on college and amateur sports should be banned;

     The introduction of casino-style gambling at pari-mutual racing
       facilities for the primary purpose of saving the pari-mutual facility
       should be prohibited;

     The types of gaming activities allowed by Indian tribes within a
       given state should not be inconsistent with the gaming activities
       allowed to other persons in that state; and

     State, local and tribal governments should recognize that casino
       gaming provides economic development, particularly for economically
       depressed areas. The National Commission differentiated casino gaming
       from stand-alone slot machines (i.e. in convenience stores), Internet
       gaming and lotteries which the commission stated do not provide the
       same economic development.

Any additional regulation of the gaming industry which may result the
National Commission's report may have an adverse effect on the gaming
industry, including Ameristar.

     NON-GAMING REGULATIONS.  The sale of alcoholic beverages by  the
Company  is  subject  to  the licensing, control  and  regulation  in
Jackpot by the Liquor Board of Elko County, in Henderson by the  City
of  Henderson,  in  Vicksburg by both the City of Vicksburg  and  the
Alcoholic  Beverage  Control Division of the  Mississippi  State  Tax
Commission, and in Council Bluffs by the Alcoholic Beverage  Division
of the Iowa Department of Commerce (collectively, the "Liquor License
Authorities").   In   Mississippi,  Ameristar  Vicksburg   has   been
designated  as  a  special resort area, which allows  ACVI  to  serve
alcoholic  beverages  on a 24-hour basis. In Nevada,  the  applicable
liquor laws allow 24-hour service of alcoholic beverages without  any
additional  permits. In Iowa, the applicable liquor  laws  allow  the
sale  of  liquor during legal hours which are Monday through Saturday
from  6  a.m. to 2 a.m. and Sunday from 8 a.m. to 2 a.m. All licenses
are  revocable  and not transferable. The Liquor License  Authorities
have  the full power to limit, condition, suspend or revoke any  such
license  or  to place a liquor licensee on probation with or  without
conditions. Any such disciplinary action could (and revocation would)
have  a  material adverse effect upon the operations of the Company's
business.

     Certain  officers  and  managers  of  ACVI  and  ACLVI  must  be
investigated   by  the  applicable  Liquor  License  Authorities   in
connection  with  ACVI's and ACLVI's liquor permits.  The  applicable
Liquor  License  Authorities must approve  any  changes  in  licensed
positions.

     All  cruising vessels operated by the Company must  comply  with
U.S.  Coast  Guard  requirements  as  to  safety  and  must  hold   a
Certificate  of  Inspection. These requirements  set  limits  on  the
operation of the vessel and require that each vessel be operated by a
minimum  complement  of  licensed personnel.  Loss  of  the  vessel's
Inspection  Certificate would preclude its use as a riverboat.  Every
five  years,  US  flagged passenger vessels operating exclusively  in
fresh water must conduct a thorough dry-dock inspection of underwater
machinery, valves and hull. The Ameristar Council Bluffs riverboat is
due  for  its  dry-dock inspection in November  2000.  This  dry-dock
inspection could result in a loss of service that may have a material
adverse effect on the Company. The Company has been accepted  into  a
United States Coast Guard program that would allow it to obtain a 30-
month  extension  of  the  dry-dock  requirement.   To  obtain   this
extension,  the  Ameristar Council Bluffs riverboat  must  undergo  a
thorough underwater inspection in the fall of 2000 after the cruising
season.   The  Company  expects that its underwater  inspection  will
satisfy  the  United States Coast Guard requirement  and  expects  to
obtain  an  extension of the dry-dock interval, but there can  be  no
assurance  that such an extension will actually be obtained  or  that
future  extensions  will  be obtained. Currently,  Ameristar  Council
Bluffs  is the only property that operates a cruising vessel  subject
to  these  requirements. Less stringent rules  apply  to  permanently
moored vessels.

     In order to comply with the federal Merchant Marine Act of 1936,
as  amended,  and the federal Shipping Act of 1916, as  amended,  and
applicable  regulations  thereunder,  the  Company's  Bylaws  contain
provisions  designed to prevent persons who are not citizens  of  the
United States from holding, in the aggregate, more than 24.9% of  the
Company's outstanding common stock.

     All  shipboard employees of the Company employed on  U.S.  Coast
Guard-approved vessels, even those who have nothing to  do  with  the
actual  operations  of  the  vessel, such  as  dealers,  waiters  and
security  personnel, may be subject to the Jones  Act,  which,  among
other  things, exempts those employees from state limits on  workers'
compensation awards.

     The   Company   is   also  required  to  comply   with   various
environmental regulations.

ITEM 2.   PROPERTIES

     JACKPOT.   Cactus  Petes is located on a 35-acre  site  and  The
Horseshu  is  located on a 30-acre site.  The Cactus  Petes  and  The
Horseshu  sites are across from each other on U.S. Highway  93.   The
Company also owns 204 housing units in Jackpot, including 90 units in
two  apartment  complexes developed as United  States  Department  of
Agriculture Rural Economic and Community Development Services  Multi-
Family  Housing  Program  ("USDA")  projects.   These  housing  units
support  the  primary  operations of  the  Jackpot  Properties.   The
Jackpot  Properties  are  subject to  deeds  of  trust  securing  the
Company's  obligations under its Revolving Credit Facility,  and  the
USDA  housing projects are subject to mortgage loans in favor of  the
USDA.

     The  Company  owns  a  gas station adjacent  to  Highway  93  in
Jackpot,   which  it  operates  under  a  franchise   from   Chevron.
Management believes that this facility is in material compliance with
applicable  environmental  and  other regulatory  requirements.   The
Company has previously operated two other gas stations at the Jackpot
Properties,  one  of  which was abandoned prior to  the  adoption  of
modern  environmental  abandonment  standards.   Although  management
believes that all tanks for this gas station were removed in the mid-
1970s,  the Company has not conducted tests for the presence  of  any
environmental  contamination  from  this  gas  station.    Management
believes  that the likelihood of a material unfavorable outcome  with
respect  to  potential  environmental liabilities  relating  to  this
former gas station is remote.

     VICKSBURG.   In  connection  with the development  of  Ameristar
Vicksburg, the Company has acquired eight parcels in Vicksburg  along
Washington  Street  near  Interstate  20.   These  parcels   comprise
approximately  48  acres, approximately 34 of which are  developable.
The Company owns six of the parcels and leases the remaining two. The
Company plans to exercise the option for one of the leasehold parcels
within  the next year. The Vicksburg Casino and substantially all  of
the  Company's  leasehold and fee interests comprising the  Ameristar
Vicksburg  site  serve  as collateral for the  Company's  obligations
under  its  Revolving  Credit Facility and other  indebtedness.   The
hotel  at Ameristar Vicksburg and the underlying property are subject
to  a  deed of trust securing the loan that funded a portion  of  the
hotel construction costs.

     In  addition,  the Company has developed a 20-acre  mobile  home
park  with  30 single- and 20 double-wide mobile homes.  This  mobile
home  park is located seven miles from Ameristar Vicksburg and  sites
are  available for rent by employees and other persons.   The  mobile
home park rental rates are competitive with the local market.

     COUNCIL BLUFFS.  Ameristar Council Bluffs is on an approximately
50-acre site along the bank of the Missouri River and adjacent to the
Nebraska  Avenue  exit  on  Interstate 29 immediately  north  of  the
junction of Interstates 29 and 80.  The Company owns approximately 27
acres of this site and has rights to use the remaining portion of the
site  that  is  owned by the State of Iowa for a 50-year  term.   The
Company  has leased 0.623 acres of the Ameristar Council Bluffs  site
to  Kinseth  Hotel Corporation for the development and  operation  by
Kinseth  of a 188-room limited service Holiday Inn Suites Hotel  that
opened  on  March 31, 1997 and was expanded during 1999. The  Company
has  also leased 0.426 acres of the Ameristar Council Bluffs site  to
Kinseth  Hotel  Corporation for the development and operation  of  an
approximately  100-room Hampton Inn hotel,  which  is  expect  to  be
completed  in  the  Fall of 2000. All of the Company's  interests  in
Ameristar  Council  Bluffs  serve as  collateral  for  the  Company's
obligations   under   its  Revolving  Credit   Facility   and   other
indebtedness.

     THE  RESERVE.  The Reserve is at the southeastern corner of  the
junction  of Lake Mead Drive and Interstate 515 in Henderson,  Nevada
on  a  site containing approximately 33 acres, substantially  all  of
which  is  developable.  The Reserve site  was  previously  used  for
surface waste disposal activities for approximately 50 years.   Prior
to  1994, the site had large areas of debris, rubble and some stained
soils  resulting from these waste activities.  Site studies  revealed
asbestos,  lead  and pesticide concentrations in the  surface  soils.
Following a surface remediation program by a third party in 1994, the
Nevada Division of Environmental Protection approved a closure of the
remediation and indicated that no further work was required.

     A 1995 Phase I environmental assessment on the site owned by the
Company showed that some rubble remained on portions of the property,
but  that  all hazardous material had been removed.  A 1997  Phase  I
environmental assessment indicated that the property did  not  appear
to  have  been adversely impacted since the completion  of  the  1994
remediation  program.  Phase I environmental assessments involve  the
conduct  of limited procedures and may not identify the existence  or
extent of actual environmental conditions.

     OTHER.  The Company leases approximately 29,400 square  feet  of
office  space  in  various  locations, including  for  its  executive
offices in Las Vegas, Nevada.

ITEM 3.   LEGAL PROCEEDINGS

     E.  L. Pennebaker, Jr., et. al. v. ACI, et. al.  On February 23,
1998, E. L. Pennebaker, Jr. filed a complaint in the Circuit Court of
Pike  County, Mississippi against ACI, Harrah's Vicksburg Corporation
("HVC"), Riverboat Corporation of Mississippi-Vicksburg ("RCMV"), and
Deposit  Guaranty National Bank ("DGNB").  The matter is  pending  as
case  number  98-0047-B (the "Pennebaker case").  The  complaint  was
amended  in  February  1998  to add James F.  Belisle,  Multi  Gaming
Management, Inc. and Multi Gaming Management of Mississippi, Inc.  as
additional  plaintiffs.  The complaint was further amended  in  March
1999  to  modify the specific claims alleged by the plaintiffs.   The
plaintiffs are property owners or claim to have contract rights in  a
proposed  casino/racetrack development along the Big Black  River  in
Warren County, Mississippi.  They allege they would have profited  if
the  Mississippi Gaming Commission had found suitable for a casino  a
location  along  that river that was controlled by Horseshoe  Gaming,
Inc.  or  its  affiliates.  The plaintiffs further  allege  that  the
defendants  entered  into an agreement to hinder trade  and  restrain
competition in the gaming industry in violation of the antitrust laws
and  the  gaming  laws of Mississippi.  Specifically, the  plaintiffs
allege  the defendants conducted an aggressive campaign in opposition
to the application of Horseshoe Gaming, Inc. for a gaming site on the
Big  Black  River.   The plaintiffs also allege that  the  defendants
tortiuously interfered with the plaintiffs' business relations.   The
plaintiffs  allege compensatory damages of $38 million  and  punitive
damages of $200 million.

     The trial in this case was held in October 1999, following which
the  jury  rendered  joint  and several  verdicts  in  favor  of  the
plaintiffs  against  ACI, HVC and DGNB on the  conspiracy  count  and
against   ACI  and  HVC  on  the  restraint  of  trade  and  tortious
interference  counts.   RCMV settled with  the  plaintiffs  prior  to
trial,  and  the  damage amounts have been reduced by the  settlement
amount paid by RCMV.  The net damages awarded to the plaintiffs total
$3,792,000,  of  which ACI's pro rata portion is  $1,685,333.   These
damages are compensatory only as the court did not allow the jury  to
consider  an  award  of punitive damages.  Judgment  was  entered  on
November  8,  1999, and ACI has appealed the case to the  Mississippi
Supreme Court and otherwise intends to vigorously defend against  the
plaintiffs'  claims.   Post-judgment interest  on  the  damages  will
accrue  at  the  rate of 8 percent per annum, and  if  an  appeal  is
unsuccessful, the plaintiffs would also be entitled to a  premium  of
15% of the damages amount.

     Mr.  Pennebaker  has also filed a petition with the  Mississippi
Gaming  Commission requesting that the Mississippi Gaming  Commission
order   ACI,  HVC  and  RCMV  to  stop  opposing  the  approval   and
construction  of a casino on the Big Black River and for  such  other
corrective and punitive action that the Mississippi Gaming Commission
might  find  appropriate.  ACI has been advised  that  no  action  is
required  by it in connection with this petition unless requested  by
the Mississippi Gaming Commission.

     Walter  H. Gibbes, Jr. and Margaret S. Dozier v. ACI et al.   On
November 22, 1999, Mr. Gibbes and Ms. Dozier filed a complaint in the
Circuit  Court of Pike County, Mississippi against ACI, HVC, Isle  of
Capri  Casinos,  Inc. (the parent company of RCMV; "ICC")  and  DGNB.
The  matter is pending as cause no. 99-0157-B.  ACI believes that the
plaintiffs  were  partners with Mr. Pennebaker in a partnership  that
held an option to a real estate parcel along the Big Black River that
is  adjacent  to  the parcel that was the subject  of  the  Horseshoe
Gaming,  Inc.  application.  The allegations  in  the  complaint  are
substantially  the  same  as  those in  the  complaint  in  the  case
previously  brought  by the plaintiffs in the Pennebaker  case.   The
plaintiffs  seek  $4,567,500  in actual damages  and  an  unspecified
amount of punitive damages.

     The  defendants  have  removed this case to  the  United  States
District  Court for the Southern District of Mississippi on diversity
jurisdiction and federal question grounds.  The case is  now  pending
in federal court as cause no. 3:99cv911WS.  The plaintiffs have filed
a  motion  to remand the case back to the Pike County circuit  court,
which has not yet been ruled on by the federal court.  ACI intends to
continue to vigorously defend against this cause of action.

     Bryan  K.  and Dawn H. Hafen v. Steven W. Rebeil, et  al.   This
lawsuit  was filed in the Clark County District Court as case  number
A347722.   A  named  defendant  in the amended  complaint,  filed  on
January 29, 1996, action is Gem Gaming, Inc. ("Gem").  ACLVI  is  the
successor-in-interest by merger to Gem.  The case arises out  of  the
purchase  of land in Mesquite, Nevada by Steven W. Rebeil,  a  former
Gem stockholder, pursuant to which a jointly owned corporation was to
develop  real  property  contributed by the plaintiffs  as  a  hotel-
casino.   The  plaintiffs allege that Gem's former  stockholders  and
their controlled entities (including Gem) engaged in a conspiracy  to
defraud   the   plaintiffs  in  connection   with   the   plaintiff's
contribution  of the land and its subsequent sale to a  third  party.
The  plaintiffs allege violations of Nevada's racketeering  statutes,
fraud  and  unjust  enrichment.  The plaintiffs  do  not  allege  any
improper  conduct by Gem following its acquisition  by  The  Company.
The  complaint seeks an unspecified amount of damages,  although  the
plaintiffs  have  otherwise  claimed total  compensatory  damages  of
approximately   $10   million.    Gem's   former   stockholders   are
contractually required to indemnify ACLVI against the claims  in  the
Hafen litigation.  This case was resolved by settlement in late 1999.
ACLVI  did  not  contribute any amount to  the  settlement,  but  the
Company  did agree as part of the settlement to take certain  actions
to  facilitate  the settlement between the plaintiffs and  the  other
defendants.   The  plaintiffs  have acknowledged  in  the  settlement
documents that the Company did not commit any wrongdoing against  the
plaintiffs  and that ACLVI was named in the suit only because  it  is
the successor by merger to Gem.

     Other  Legal  Proceedings and Claims.  From time  to  time,  the
Company is a party to litigation which arises in the ordinary  course
of  business.  Except for the matters described or referred to above,
the  Company  is  not  currently  a  party  to  any  litigation  that
management believes would be likely to have a material adverse effect
on the Company.


ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE   OF
          SECURITY HOLDERS.

     None.



                               PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS

     Ameristar's Common Stock is traded on the Nasdaq National Market
System  ("Nasdaq-NMS") under the symbol "ASCA."  The following  table
sets  forth, for the fiscal quarter indicated, the high and low  sale
prices for the Common Stock, as reported by Nasdaq:

                               High       Low
                 1998
          First Quarter      $ 6.50       $ 4.88
          Second Quarter       5.75         5.00
          Third Quarter        5.13         2.63
          Fourth Quarter       3.25         1.88

                 1999
          First Quarter      $ 3.63       $ 2.13
          Second Quarter       3.88         2.31
          Third Quarter        4.44         3.00
          Fourth Quarter       4.31         3.25


     On  March  15,  2000,  there  were  285  holders  of  record  of
Ameristar's Common Stock.

     No  dividends  on  Ameristar's Common Stock have  been  declared
during the last two fiscal years.  The Company intends to retain  all
earnings  for  use in the development of its business  and  does  not
anticipate  paying any cash dividends in the foreseeable future.   In
addition,   the  Company's  Revolving  Credit  Facility  and   Senior
Subordinated  Notes  obligate  the Company  to  comply  with  certain
financial  covenants  that  place  limitations  on  the  payment   of
dividends.   See  "Item 7. Management's Discussion  and  Analysis  of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."



ITEM 6.   SELECTED FINANCIAL DATA

     The  following data has been derived from the audited  financial
statements  of  the  Company and should be read in  conjunction  with
those statements, certain of which are included in this Report.

<TABLE>
                       AMERISTAR CASINOS, INC.
                CONSOLIDATED SELECTED FINANCIAL DATA



                                   For the year ended December 31,
<S>                         <C>       <C>       <C>       <C>       <C>
INCOME STATEMENT DATA:        1995      1996      1997      1998      1999

                              (amounts in thousands, except per share data)
REVENUES:
Casino                      $ 99,364  $161,377  $173,019  $216,319  $247,416
Food and beverage             19,303    24,250    30,672    45,853    49,142
Rooms                          7,861     7,641     9,685    14,201    17,257
Other                          7,756     7,760     8,275    10,401    11,089
                             134,284   200,989   221,709   286,774   324,904

Less: Promotional             10,417    12,524    15,530    22,092    24,618
  allowances
Net revenues                 123,867   188,465   206,179   264,682   300,286

COSTS AND EXPENSES:
Casino                        44,503    75,685    78,733   103,387   114,357
Food and beverage             11,747    16,773    19,784    31,698    33,207
Rooms                          2,404     2,368     3,130     5,809     6,372
Other                          8,211     7,054     7,546    10,044    10,203
Selling, general and          29,197    47,758    51,958    75,604    86,142
  administrative
Depreciation and               9,721    14,135    16,358    24,191    24,460
  amortization
Abandonment loss                  -         -        646        -         -
Preopening costs                  -      7,379        -     10,611        -
Total costs and              105,783   171,152   178,155   261,344   274,741
  expenses

INCOME FROM OPERATIONS        18,084    17,313    28,024     3,338    25,545

OTHER INCOME
(EXPENSE):
Interest income                  205       354       445       296       300
Interest expense              (3,958)   (8,303)  (12,107)  (22,699)  (24,449)
Other                             -        (77)      (35)      (13)     (851)

Income (loss) before
  income tax provision        14,331     9,287    16,327   (19,078)      545
  (benefit)
Income tax provision           5,236     3,390     5,959    (6,363)      340
  (benefit)

Income (loss) before           9,095     5,897    10,368   (12,715)      205
  extraordinary loss

Extraordinary loss on           (657)       -       (673)       -         -
  early retirement of
  debt, net of income
  tax benefit of $353
and $387, respectively

NET INCOME (LOSS)            $ 8,438   $ 5,897   $ 9,695  $(12,715)   $  205
</TABLE>
<TABLE>
                       AMERISTAR CASINOS, INC.
                CONSOLIDATED SELECTED FINANCIAL DATA
                             (CONTINUED)



                         For the year ended December 31,
<S>                     <C>        <C>       <C>       <C>       <C>
INCOME STATEMENT DATA:       1995      1996      1997      1998      1999
                         (amounts in thousands, except per share data)

EARNINGS PER SHARE:
  Income (loss) before
    extraordinary item
      Basic and diluted    $ 0.45    $ 0.29    $ 0.51    $(0.62)   $ 0.01
   Net income (loss)
      Basic and diluted      0.42      0.29      0.48     (0.62)     0.01

WEIGHTED AVERAGE
SHARES OUTSTANDING         20,360    20,360    20,360    20,360    20,362


                                   December 31,

BALANCE SHEET AND OTHER      1995     1996      1997      1998       1999
  DATA:

Cash                      $ 14,787  $ 10,724  $ 13,310  $ 18,209   $ 15,531
Total assets               202,220   270,052   336,186   351,773    378,645
Total notes payable,
  long-term debt and       101,869   143,893   193,113   230,399    242,890
  capital lease
  obligations, net of
  current maturities
Stockholders' equity        65,047    70,944    80,639    67,924     68,169
Capital expenditures        63,559    43,087    72,932    32,312     57,590
</TABLE>


Certain revenues and expenses were reclassified beginning in 1998  to
be  consistent  with  classifications  used  in  1999.  The  selected
financial  data for periods prior to 1998 have not been reclassified,
but  the  reclassifications are deemed not  to  be  material  to  the
presentation,

The  Council  Bluffs Casino opened in mid-January 1996.  Portions  of
the land-based facilities at Ameristar Council Bluffs opened in June,
November and December 1996. Ameristar Council Bluffs' remaining land-
based  facilities  opened in February and March  1997.   The  Reserve
opened  February  10, 1998. The Ameristar Vicksburg hotel  opened  in
June  1998.  Casino  expansions  at  Ameristar  Council  Bluffs   and
Ameristar Vicksburg were completed on November 22, 1999 and  December
29, 1999, respectively.

No dividends were paid in 1995, 1996, 1997, 1998 and 1999.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION  AND   RESULTS   OF OPERATIONS

     The following information should be read in conjunction with the
Company's  Consolidated Financial Statements and  the  Notes  thereto
included in this Report.  The information in this section and in this
Report generally includes forward-looking statements.  See "Item 1. -
Business - Risk Factors."

OVERVIEW

     Ameristar Casinos, Inc. ("Ameristar" or "ACI") owns and operates
five   casino-hotels  in  four  markets  through  its  wholly   owned
subsidiaries.   Ameristar  and  its  subsidiaries  are   collectively
referred  to  herein  as  the "Company."   The  Company's  properties
consist of the following:

          Cactus  Petes Resort Casino and The Horseshu Hotel & Casino
     (collectively, the "Jackpot Properties"), two casino-hotels that
     have been operating in Jackpot, Nevada at the Idaho border since
     1956.

          Ameristar Casino Vicksburg ("Ameristar Vicksburg"), located
     in  Vicksburg,  Mississippi, a riverboat-themed dockside  casino
     and  related  land-based  facilities, including  a  hotel  which
     opened  in  June  1998.   The remainder of  Ameristar  Vicksburg
     opened in February and May 1994. On December 29, 1999, Ameristar
     Vicksburg completed its casino expansion with 8,000 square  feet
     of   additional   gaming  space  becoming   fully   operational.
     Additional   parking  facilities  also  became  operational   on
     December 29, 1999.

          Ameristar  Casino Hotel Council Bluffs ("Ameristar  Council
     Bluffs"),  a riverboat casino and related land-based  hotel  and
     other  facilities  in Council Bluffs, Iowa across  the  Missouri
     River  from  Omaha, Nebraska.  The casino opened on January  19,
     1996, portions of the land-based Main Street Pavilion opened  on
     June  17,  1996, the hotel opened on November 1, 1996,  and  the
     remainder of Ameristar Council Bluffs opened in early 1997.  The
     third  deck of the riverboat opened on November 22, 1999  and  a
     new parking garage will be fully operational by the beginning of
     April 2000.

          The  Reserve  Hotel Casino ("The Reserve"),  in  Henderson,
     Nevada  at  the  intersection of Interstate 515  and  Lake  Mead
     Drive,  which opened on February 10, 1998.  The Company acquired
     The  Reserve on October 9, 1996 through a merger of the  initial
     developer of the property into a subsidiary of Ameristar.

     Certain of the Company's operations are seasonal in nature.   In
particular, in Jackpot, the months of March through October  are  the
strongest.   As  a  result,  the second and third  calendar  quarters
typically  produce  a  disproportionate amount  of  the  income  from
operations  of the Jackpot Properties.  In addition, adverse  weather
conditions   may  adversely  affect  the  business  of  the   Jackpot
Properties,  and operations during the winter months  typically  vary
from  year  to  year  based on the severity  of  the  winter  weather
conditions in the northwestern United States.  To date, operations in
Council  Bluffs  have experienced some seasonality, with  the  winter
months  being  the  slower  periods.  To  date,  operations  at  both
Ameristar Vicksburg and The Reserve have not experienced any material
seasonality.

     The  Company's  quarterly and annual operating  results  may  be
affected by competitive pressures, the timing of the commencement  of
new gaming operations, the amount of preopening costs incurred by the
Company,  construction  at existing facilities  and  general  weather
conditions.   Consequently, the Company's operating results  for  any
quarter  or  year  are  not necessarily comparable  and  may  not  be
indicative of results to be expected for future periods.

     The  following  table  highlights  the  consolidated  cash  flow
information  and  results  of  operations  of  Ameristar's  operating
subsidiaries for its principal properties

<TABLE>
                                         Year Ended December 31,
                                             1997        1998         1999
<S>                                        <C>         <C>          <C>
Consolidated cash flow information:
 Cash flows from operations                $ 33,641    $ 23,123     $ 34,287
 Cash flows used in investing              (63,417)     (53,863)     (50,048)
 Cash flows from financing                  32,083       35,918       13,083

Net revenues:
 Jackpot Properties                       $ 54,455     $ 54,671     $ 58,294
 Ameristar Vicksburg                        63,961       68,538       76,930
 Ameristar Council Bluffs                   87,763       97,672      112,047
 The Reserve                                    -        43,578       52,832
 Corporate and other                            -           223          183
   Consolidated net revenues              $206,179     $264,682     $300,286

Adjusted operating income (1):
 Jackpot Properties                       $ 10,308      $ 9,638     $ 10,619
 Ameristar Vicksburg                        13,165       13,562       15,392
 Ameristar Council Bluffs                   14,251       17,230       20,714
 The Reserve                                    -       (16,092)      (7,089)
 Corporate and other                        (9,054)     (10,389)     (14,091)
   Consolidated operating income          $ 28,670     $ 13,949     $ 25,545

Adjusted operating income margins (1):
 Jackpot Properties                           18.9%        17.6%        18.2%
 Ameristar Vicksburg                          20.6%        19.8%        20.0%
 Ameristar Council Bluffs                     16.2%        17.6%        18.5%
 The Reserve                                     -        (36.9%)      (13.4%)
   Consolidated operating income margin        13.9%        5.3%         8.5%

EBITDA (2):
 Jackpot Properties                        $ 13,208    $ 13,163     $ 13,743
 Ameristar Vicksburg                         19,350      20,231       21,092
 Ameristar Council Bluffs                    21,090      24,322       28,430
 The Reserve                                     -       (9,519)         426
 Corporate and other                         (8,621)    (10,057)     (13,686)
   Consolidated EBITDA                     $ 45,027    $ 38,140     $ 50,005

EBITDA Margins (2):
 Jackpot Properties                            24.3%       24.1%        23.6%
 Ameristar Vicksburg                           30.3%       29.5%        27.4%
 Ameristar Council Bluffs                      24.0%       24.9%        25.4%
 The Reserve                                      -       (21.8%)        0.8%
   Consolidated EBITDA margin                  21.8%       14.4%        16.7%

</TABLE>
____________________________
(see following page for footnotes)

(1)     Adjusted  operating  income is  income  from  operations  (as
  reported)  before  an  abandonment loss at Ameristar  Vicksburg  in
  1997 related to the demolition of an existing budget motel for  the
  construction of a hotel and The Reserve preopening costs in 1998.

(2)     EBITDA  consists of income from operations plus  depreciation
  and  amortization.  EBITDA Margin is EBITDA as a percentage of  net
  revenues.    EBITDA   information  is   presented   solely   as   a
  supplemental disclosure because management believes that  it  is  a
  widely   used  measure  of  operating  performance  in  the  gaming
  industry   and   for  companies  with  a  significant   amount   of
  depreciation  and amortization.  EBITDA should not be construed  as
  an   alternative  to  income  from  operations  (as  determined  in
  accordance  with  generally accepted accounting principles)  as  an
  indicator  of  the  Company's  operating  performance,  or  as   an
  alternative to cash flows from operating activities (as  determined
  in  accordance with generally accepted accounting principles) as  a
  measure  of  liquidity.  The Company has significant uses  of  cash
  flows,   including   capital  expenditures   and   debt   principal
  repayments  that are not reflected in EBITDA.  It  should  also  be
  noted  that not all gaming companies that report EBITDA information
  calculate EBITDA in the same manner as the Company.

RESULTS OF OPERATIONS

RECENT OPERATING PERFORMANCE TRENDS

     As discussed above, the Company completed significant expansions
of the casinos at Ameristar Council Bluffs and Ameristar Vicksburg in
late  1999.   Parking improvements at both of these  properties  have
also   been  developed  and  are  substantially  complete,  including
approximately  1,000 new covered parking spaces at Ameristar  Council
Bluffs.    Ameristar   Vicksburg  has  also  made   some   restaurant
improvements.  In addition, a number of new generation slot  machines
have  been  installed  at  the  Company's  properties  and  some  new
marketing programs have been introduced aimed at increasing  revenues
and   profitability.   The  initial  operating  results  from   these
developments have been positive, and the Company expects to  announce
record  levels of consolidated net revenues and EBITDA for the  first
quarter  of 2000.  An improvement in operating performance  is  being
experienced at each of the Company's operating properties.

     Although  no  assurances can be given, the Company expects  that
this trend will continue through the end of 2000 as a result of these
developments.  In addition, the Company expects to continue  to  make
improvements  at  its existing properties and to  purchase  new  slot
products.

YEAR ENDED DECEMBER 31, 1999 VERSUS YEAR ENDED DECEMBER 31, 1998

SUMMARY

     Strong  improvements  in  operations  at  The  Reserve  and  the
continued  growth at Ameristar Council Bluffs and Ameristar Vicksburg
brought  a  year  of  record growth in Ameristar's  consolidated  net
revenues  and  a significant increase in income from operations  over
the prior year.

     Consolidated  net revenues increased by 13.5% to $300.3  million
in  1999 compared to $264.7 million in 1998. The increase was due  to
increases in revenues at each of the properties.  Consolidated income
from operations increased 83.1% to $25.5 million in 1999 compared  to
an  adjusted income from operations of $13.9 million in 1998  (before
the  $10.6  million charge for preopening costs associated  with  the
opening  of The Reserve). The increase was due to improved  operating
results  at  all  of the properties, with The Reserve generating  the
greatest  improvement.   Consolidated income  from  operations  after
preopening costs was $3.3 million in 1998.

     Total  operating expenses as a percentage of net  revenues  were
91.5%  in  1999  versus 98.7% (94.7% before The Reserve's  preopening
costs) in 1998.  The improvement in this margin is primarily a result
of  the  improved  operating performance at  The  Reserve,  partially
offset  by  an  increase in corporate overhead related  to  increased
corporate  staffing levels and the greater centralization of  certain
management functions.

     Net  income in 1999 was $0.2 million compared to a net  loss  of
$12.7  million in 1998, an increase of $12.9 million.   If  1998  net
income  were  adjusted  for preopening costs and  their  related  tax
benefit,  the  loss for the year ended December 31, 1998  would  have
been $5.7 million. Earnings per share were $0.01 for 1999 compared to
a  1998  loss  per  share  of  $0.62, or $0.28  adjusted  to  exclude
preopening costs.

REVENUES

     Ameristar  Council  Bluffs  had total  net  revenues  of  $112.0
million  for  the  year  ended December 31, 1999  compared  to  $97.7
million in 1998, an increase of 14.7%. The increase is attributed  to
the  popularity  of, and the resulting increased revenues  from,  the
enhanced slot product placed in service during the fourth quarter  of
1998 and the first quarter of 1999, the completion of the third level
casino  expansion in the fourth quarter of 1999, which increased  the
number of gaming positions by approximately 400, as well as continued
growth in the gaming market.

     Net  revenues for Ameristar Vicksburg were $76.9 million for the
year  ended  December 31, 1999 compared with $68.5  million  for  the
prior year, an increase of 12.2%.  This increase in revenues in  1999
compared to 1998 is due primarily to an increase in slot revenue  and
an  increase in hotel revenue from a full year of operating  the  new
hotel  facility. The hotel contributed $2.8 million in  net  revenues
for  1999 compared to $1.3 million for 1998 when it was opened for  a
partial  year  beginning in June 1998. Management believes  Ameristar
Vicksburg  will  continue to experience growth due  to  its  superior
hotel,  casino  and restaurant facilities relative to  the  competing
properties in the Vicksburg market.

     The  Jackpot  Properties produced net revenues of $58.3  million
for the year ended December 31, 1999 compared to $54.7 million in the
prior  year, an increase of 6.6%.  The improvement was due  primarily
to  an  increase  in  casino revenues resulting from  a  higher  hold
percentage on table games and upgrades to the slot product.

     The  Reserve produced net revenues of $52.8 million for the year
ended December 31, 1999 compared to revenues of $43.6 million in  the
325  days  in 1998 following its opening, an increase of  21.2%.   In
addition to the additional days open in 1999, the increase in revenue
was   attributable  to  increased  direct-mail  marketing  and  other
marketing  programs.   As  a result of these  programs,  The  Reserve
generated  improved play from both slot machines and table games  and
increased its hotel occupancy rate. The Company is continuing to seek
further operating improvement for additional revenue enhancement.

COSTS AND EXPENSES

     The  operating expense ratio for 1999 improved to 91.5%  of  net
revenues compared to 98.7% of net revenues in 1998 (94.7% before  The
Reserve preopening costs). The improvement in this ratio is primarily
the  result  of  the improved operating performance at  The  Reserve,
partially  offset  by  an increase in corporate overhead  related  to
increased  corporate staffing levels and development costs,  and  the
greater centralization of certain management functions.

     Casino  costs and expenses for the year ended December 31,  1999
increased  by  $11.0 million or 10.6% to $114.4 million  from  $103.4
million in 1998.  As a percentage of casino revenues, casino expenses
decreased  to 46.2% in 1999 compared to 47.8% in 1998.  The  decrease
was  due primarily to the improved performance of The Reserve  casino
operations   compared  to  the  startup  operational   inefficiencies
experienced in the prior year, partially offset by a slight  increase
in  casino expenses at Ameristar Council Bluffs relating to increases
in employee compensation and benefits.

     The  Company's  food  and beverage costs and expenses  increased
$1.5  million to $33.2 million in 1999 compared to $31.7  million  in
1998  primarily  due  to increased revenue.  The Company's  food  and
beverage expense-to-revenue ratio decreased to 67.5% in 1999 compared
to  69.1%  in  1998.  This improvement is primarily  related  to  the
improved  operational efficiencies experienced  during  1999  at  The
Reserve.

     Rooms expenses increased by $0.6 million to $6.4 million in 1999
from  $5.8  million  in  1998.  The increase  was  primarily  due  to
increases  in costs resulting from a full year of operations  of  the
hotels in Vicksburg and at The Reserve, compared to a partial year of
operations at both properties in 1998.

     Selling,   general   and  administrative  costs   and   expenses
(including utilities and maintenance and business development  costs)
increased $10.5 million or 13.9% from 1998 to 1999. The increase  was
due  primarily  to  an  increase  in corporate  overhead  related  to
increased  corporate staffing levels and future business  development
costs  and increases in marketing costs and employee compensation  at
Ameristar  Council  Bluffs,  Ameristar  Vicksburg  and  the   Jackpot
Properties,  partially offset by a decrease  in  such  costs  at  The
Reserve.

     Depreciation expense increased $0.3 million or 1.1% from 1998 to
1999  as  the  Company's depreciable base increased by including  The
Reserve  and  the  Ameristar Vicksburg hotel  for  the  entire  year,
partially  offset by certain five-year assets in Vicksburg  that  are
now  fully  depreciated  and are no longer included  in  depreciation
expense in 1999.

     Interest expense, net of capitalized interest of $1.4 million in
1998  and  $0.6 million in 1999, increased $1.8 million or 7.7%  from
1998  to 1999.  This increase primarily reflects the additional  debt
incurred to finance the Company's various expansion projects (such as
adding  a  third  level  to the casino at Ameristar  Council  Bluffs,
completing  restaurant and meeting room enhancements at The  Reserve,
and completing an expansion to the casino, remodeling restaurants and
completing other site improvements at Ameristar Vicksburg) and higher
interest rates on those borrowings.  With the opening of The  Reserve
in  February 1998 and the Ameristar Vicksburg Hotel in June 1998, the
capitalization  of  interest  on funds borrowed  to  construct  these
projects  was discontinued.   Interest was capitalized on  borrowings
for construction related to Ameristar Vicksburg and Ameristar Council
Bluffs improvements during 1999.

     The  Company's average borrowing rate was 9.84% in 1999 compared
to  10.25% in 1998. The borrowing rate decreased due to the favorable
effect of lower interest rates during the first half of 1999  (See "-
Liquidity and Capital Resources").

     The Company's effective tax rate on income was 62.4% in 1999 and
the  tax  benefit  on  losses was 33.4% in 1998  versus  the  Federal
statutory  rate  of 34% and 35%, respectively.  The differences  from
the  statutory  rates  are  due to the effects  of  certain  expenses
incurred  by the Company which are not deductible for Federal  income
tax  purposes. The total of these expenses did not vary significantly
between  periods, however the lower absolute level of  income  before
taxes  in 1999 caused a greater impact to the effective tax rate  for
1999.

YEAR ENDED DECEMBER 31, 1998 VERSUS YEAR ENDED DECEMBER 31, 1997

SUMMARY

     The completion of The Reserve in early 1998 brought another year
of  record  growth  in  Ameristar's  consolidated  net  revenues  and
presented challenges in operations.

     Consolidated  net revenues increased by 28.4% to $264.7  million
in  1998  compared to $206.2 million in 1997.  Income from operations
was  $13.9  million  in  1998 before the  $10.6  million  charge  for
preopening costs associated with the opening of The Reserve.  This is
a  decline  of $14.8 million or 51.7% from income from operations  in
1997  before the abandonment loss and is due to an operating loss  of
$16.1  million before preopening costs at The Reserve.   Income  from
operations after preopening costs was $3.3 million in 1998.

     Total  operating expenses as a percentage of net  revenues  were
86.4%  in  1997  versus  98.7% (94.7% before The  Reserve  preopening
costs) in 1998.  The decline in this margin is primarily a result  of
operating  inefficiencies associated with the opening of The  Reserve
and  lower  than  expected  revenues  in  the  intensely  competitive
"locals" market in which it operates.

     On   a   year-to-year   comparable  basis   (i.e.,   before   an
extraordinary charge in 1997 and preopening costs in 1998),  adjusted
income  decreased  $16.0 million to a loss of $5.6  million  in  1998
compared  to  net  income  of  $10.4  million  in  1997.   After  the
extraordinary  charge and preopening costs, net  loss  for  the  year
ended  December 31, 1998 was $12.7 million versus net income for  the
year  ended December 31, 1997 of $9.7 million.  Loss per share before
preopening  costs was $0.28 for 1998 ($0.62 after preopening  costs).
Earnings per share were $0.48 for 1997 after an extraordinary  charge
of $0.03 per share for the refinancing of the Company's credit line.

REVENUES

     Ameristar Council Bluffs had total net revenues of $97.7 million
in  1998  compared  to $87.8 million in 1997, an increase  of  11.3%.
This  represents  growth  in the market share  of  Ameristar  Council
Bluffs and in the Council Bluffs gaming market in general.

     Net  revenues for Ameristar Vicksburg were $68.5 million for the
year  ended  December 31, 1998 compared with $64.0  million  for  the
prior  year, an increase of 7.0%.  This increase in revenues in  1998
compared  to  1997 is due to an increase in casino  revenue  of  $3.4
million  and a $1.1 million increase in hotel revenue due to the  new
hotel  facility.  Management believes Ameristar Vicksburg  maintained
and  will  continue  to hold its leading position  in  the  Vicksburg
market through effective promotional strategies and by continuing  to
provide  customers with superior service and quality gaming and  non-
gaming products.

     The  Jackpot  Properties produced stable net revenues  of  $54.7
million  and $54.5 million for the years ended December 31, 1998  and
1997,  respectively.  A 2.0% increase in casino revenue in  1998  was
offset  by  minimal decreases in food and beverage, rooms  and  other
revenues.

     The  Reserve  produced net revenues of $43.6  million  from  its
opening on February 10, 1998 to December 31, 1998.

COSTS AND EXPENSES

     The  operating expense ratio for 1998 increased to 98.7%  (94.7%
before  preopening) compared to 86.4% of net revenues  in  1997.  The
increase in this ratio is primarily a result of the initial operating
performance  of The Reserve. Excluding the $34.6 million of  revenues
and  $70.3  million  in operating expenses at The Reserve,  operating
expenses were 86.4% of net revenue, which is comparable to 1997.

     Casino  costs and expenses increased by $24.7 million  or  31.3%
from  $78.7  million  in  1997  to $103.4  million  in  1998.   As  a
percentage of casino revenues, casino expenses increased to 47.8%  in
1998  compared  to 45.5% in 1997.  The majority of  the  increase  in
expense  ($19.4  million)  was associated with  the  opening  of  The
Reserve  and  an  increase of $4.6 million in expenses  at  Ameristar
Council  Bluffs  associated with additional gaming  revenue  of  $8.4
million.

     The  Company's  food  and beverage costs and expenses  increased
$11.9  million in 1998 compared to 1997 primarily due to the  opening
of  The Reserve and partially offset by improvements in this area  at
the  Jackpot Properties and Ameristar Vicksburg.  The Company's  food
and  beverage  expense-to-revenue ratio increased to  69.1%  in  1998
compared to 64.5% in 1997.  This increase is directly related to  the
startup  operational  inefficiencies  experienced  in  1998  at   The
Reserve.

     Rooms expenses increased by $2.7 million to $5.8 million in 1998
from  $3.1  million in 1997.  The increase was the  result  of  seven
months  of  operations of the new hotel in Vicksburg  and  almost  11
months of operations at The Reserve.

     Selling,   general   and  administrative  costs   and   expenses
(including utilities and maintenance and business development  costs)
increased  $23.6  million or 45.5% from 1997 to 1998.   Most  of  the
increase  was  a result of the opening of The Reserve and  additional
expenses associated with salaries, marketing and professional fees at
the corporate level.

     Depreciation expense increased $7.8 million or 47.9%  from  1997
to  1998 as the Company's depreciable base increased with the opening
of The Reserve and the Ameristar Vicksburg hotel.

     Preopening  costs  of  $10.6 million were expensed  during  1998
related to the opening of The Reserve.

     Interest expense, net of capitalized interest of $4.7 million in
1997  and $1.4 million in 1998, increased $10.6 million or 87.5% from
1997.    This   increase  primarily  reflects  the  additional   debt
outstanding  to  finance the Company's expansion and higher  interest
rates  on  those  borrowings.  With the opening  of  The  Reserve  in
February  1998  and the Ameristar Vicksburg Hotel in June  1998,  the
capitalization  of  interest  on funds borrowed  to  construct  these
projects  was discontinued.  Subsequent interest costs were reflected
as  an  expense  on  the statement of operations rather  than  as  an
additional  cost of the projects on the balance sheet.  Interest  was
capitalized on borrowings to construct The Reserve and the  Ameristar
Vicksburg  hotel  during 1997 and 1998 until the  projects  commenced
operations.

     The Company's average borrowing rate was 10.25% in 1998 compared
to  9.9% in 1997. The borrowing rate increased due to the issuance of
$100 million in Senior Subordinated Notes in mid-1997 and an increase
in LIBOR  (See "- Liquidity and Capital Resources").

     The Company's effective tax rate on income was 36.5% in 1997 and
the  tax  benefit  on  losses was 33.4% in 1998  versus  the  Federal
statutory rate of 35%.  The differences from the statutory rates  are
due  to the effects of certain expenses incurred by the Company which
are not deductible for Federal income tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash flows from operations increased $11.2 million
to $34.3 million for the year ended December 31, 1999, as compared to
$23.1 million for the year ended December 31, 1998. The increase  was
due  primarily to the increase in net income from improved operations
at  all  of  the Company's properties.  The Company had  unrestricted
cash  of approximately $15.5 million as of December 31, 1999 compared
to  $18.2  million at December 31, 1998, a decrease of $2.7  million.
This  decrease in cash was due primarily to net capital  expenditures
of  $50.0 million exceeding proceeds from net borrowings and  capital
leases  of  $13.0  million  and cash flow from  operations  of  $34.3
million  during the year. The Company's current assets  decreased  by
approximately  $2.2 million from December 31, 1998  to  December  31,
1999.  This was primarily the result of decreases in cash and  income
taxes   receivable,  partially  offset  by  increases   in   accounts
receivable and prepaid expenses.  The Company historically has funded
its   daily   operations  through  net  cash  provided  by  operating
activities and its significant capital expenditures primarily through
bank debt and other debt financing.

     The Company's cash flows used for investing activities decreased
$3.8 million to $50.0 million in 1999 from $53.9 million in 1998.  In
1998,  the  Company  made  capital  expenditures  primarily  on   the
completion  of  The Reserve and the hotel at Ameristar Vicksburg.  In
1999,  the  Company  made  capital expenditures  primarily  for  slot
machines,  the  third  deck of the riverboat and  parking  garage  at
Ameristar  Council  Bluffs, and a new restaurant,  casino  expansion,
additional parking and coffer dam repair at Ameristar Vicksburg. Cash
flows  from  financing activities decreased $22.8 million from  $35.9
million  in  1998 to $13.1 million in 1999 as a result of  a  reduced
amount of borrowings required to fund capital expenditure projects.

     Capital  expenditures for the year ended December 31, 1999  were
approximately  $57.6  million,  consisting  of  approximately   $26.9
million  at  Ameristar Council Bluffs including adding a  third  deck
onto  the  casino  and erecting a 1,000 space parking  garage,  $16.6
million  at  Ameristar  Vicksburg  including  expanding  the  casino,
remodeling restaurants and other site improvements, $10.3 million  at
The  Reserve,  including remodeling certain dining and  meeting  room
areas  and  the  purchase of additional land and  approximately  $3.0
million  for  normal capital improvement and maintenance projects  at
the   Jackpot   Properties.   The  Company   funded   these   capital
expenditures primarily from net cash provided by operating activities
and borrowings.

     The  Company  intends to make capital expenditures of  at  least
approximately $17.0 million in 2000, including the completion of  the
parking garage at Ameristar Council Bluffs.  Management believes that
these  capital expenditure requirements will be funded out  of  draws
under  the  Revolving Credit Facility, cash on hand,  operating  cash
flow   and  purchase  money  and  lease  financing  related  to   the
acquisition  of  furniture, fixtures and equipment (including  gaming
equipment).

     Management  considers  enhancement  projects  for  each  of  the
Company's  properties  on an ongoing basis. In doing  so,  management
evaluates the operating performance of each property, the anticipated
relative costs and benefits of the projects under consideration,  the
availability  of  cash  flow  and  debt  financing  to  fund  capital
expenditures  and competitive and other relevant factors.  Management
is  currently  considering  several  additional  capital  expenditure
projects  at  the  Company's  properties  and  expects  to  undertake
additional property improvements in 2000.

     On  July  15,  1997, the Company refinanced its  long-term  debt
through a new $125 million revolving bank credit facility with  Wells
Fargo  Bank,  N.A. ("WFB") and a syndicate of banks  (the  "Revolving
Credit  Facility")  and the sale of $100 million aggregate  principal
amount  of  10-1/2% Senior Subordinated Notes due 2004  (the  "Senior
Subordinated Notes").

     The  Revolving Credit Facility was entered into on July 8, 1997,
pursuant  to  a  Credit Agreement among Ameristar and  its  principal
subsidiaries (the "Borrowers"), a syndicate of bank lenders  and  WFB
as  Agent Bank, Arranger and Swingline Lender. The Borrowers  do  not
include  AC Hotel Corp., which owns the hotel at Ameristar Vicksburg,
and  a  purchasing subsidiary. The Borrowers made an initial draw  of
$114.5 million under the Revolving Credit Facility on July 15,  1997,
which was used to repay $94.5 million in borrowings outstanding under
a prior bank credit facility and a $20.0 million short-term loan from
WFB.  The Senior Subordinated Notes were issued by Ameristar at  par,
and  the net proceeds from the sale of the Senior Subordinated  Notes
were used to repay $82.4 million in borrowings and interest under the
Revolving  Credit  Facility, $13.1 million in other indebtedness  and
$0.8  million  in  loan  fees  for  the  Revolving  Credit  Facility.
Following  the application of the net proceeds from the sale  of  the
Senior  Subordinated Notes, the Company made additional  draws  under
the  Revolving  Credit  Facility to fund a  portion  of  the  capital
expenditures  for  the development of The Reserve and  other  capital
expenditure   projects.   At  December  31,  1999,  the   outstanding
principal   balance   of   the   Revolving   Credit   Facility    was
$107.0 million.

     Following  the  completion  of  Phase  I  of  The  Reserve,  the
Revolving  Credit  Facility proceeds may be  used  only  for  working
capital  purposes  of  the  Borrowers  and  funding  ongoing  capital
expenditures for existing facilities.

     The  Borrowers  and  the lenders amended  the  Revolving  Credit
Facility  effective  June 30, 1998 and March  31,  1999.   Under  the
amended  Revolving  Credit Facility, borrowings under  the  Revolving
Credit Facility may not exceed 2.75 times the Borrowers' rolling four
quarter  EBITDA, and the Borrowers' total funded debt may not  exceed
the Borrowers' rolling four-quarter EBITDA multiplied by a factor  as
follows:  4.75 commencing December 31, 1999; 4.5 commencing March 31,
2000;  and  4.0 commencing September 30, 2000.  For purposes  of  the
Revolving Credit Facility, the Borrowers' EBITDA is generally defined
as net income before interest expense, income taxes, depreciation and
amortization, preopening costs and certain extraordinary and non-cash
items.   As  of  December  31, 1999, the total  funded  debt  of  the
Borrowers was 4.38 times the Borrowers' rolling four-quarter  EBITDA.
The  maximum  amount  available under the Revolving  Credit  Facility
reduces  semi-annually commencing July 1, 1999  on  a  sliding  scale
(ranging  from  $2.5 million to $10.0 million in reductions)  with  a
final  reduction of $75.0 million at maturity on June 30,  2003.  The
maximum  amount available under the Revolving Credit Facility  as  of
December 31, 1999 was $120.0 million.

     The   Revolving  Credit  Facility,  as  amended,  requires   the
Borrowers  to  maintain  a  gross fixed  charge  coverage  ratio  (as
defined) of at least 1.25 to 1.0 until September 30, 1999 and 1.50 to
1.0  thereafter.  For purposes of these covenants, principal payments
on  the  Gem  Notes (as defined below) will be included only  to  the
extent  actually  paid in the applicable period. As of  December  31,
1999,  the  Company's  fixed charge coverage  ratio  was  1.65.   The
Revolving  Credit  Facility  prohibits  Ameristar  from  making   any
dividend or other distribution on its capital stock during any period
in  which  the Borrowers' rolling four-quarter ratio of total  funded
debt to EBITDA is greater than 2.0 to 1.0.

     The amended Revolving Credit Facility also limits the Borrower's
aggregate capital expenditures in each year to an amount equal to  5%
of  their  consolidated  net  revenue  for  the  preceding  year  and
prohibits  the  Borrowers  from  incurring  any  additional   secured
indebtedness  without  the  approval of  the  lenders.  However,  the
lenders  under the Revolving Credit Facility have waived the  maximum
capital  expenditure limitation under the Revolving  Credit  Facility
specifically  for  certain  projects  at  Ameristar  Council  Bluffs,
Ameristar Vicksburg and The Reserve.  The waiver permits fiscal  1999
and  2000  capital expenditure projects to exceed  the  5%  limit  by
approximately $43.3 million in total.

     The amended Revolving Credit Facility requires the Borrowers  to
maintain a tangible net worth of at least $50.0 million, plus 90%  of
net  income (without any reduction for net losses) as of the  end  of
each quarter beginning March 31, 1999 plus 90% of the net proceeds of
certain  future  equity  offerings.  As of  December  31,  1999,  the
Company's  tangible net worth was $3.8 million more than required  by
this covenant.

     Under  the  terms  of the Revolving Credit Facility,  concurrent
with each loan draw, the Borrowers may select the interest rate based
on either the London Interbank Offering Rate ("LIBOR") or WFB's prime
interest  rate.  The maximum number of outstanding draws at any  time
using  LIBOR is five, with a minimum draw amount of $5.0 million  per
draw.  A LIBOR draw can be for a one-, two-, three- or six-month term
with interest accruing monthly and due at the end of the term, but in
no  event less frequently than quarterly.  The interest rate is fixed
throughout  the  term of a LIBOR-based draw and, as  amended,  ranges
from  LIBOR  plus 1.5 percentage points to LIBOR plus 4.0  percentage
points.  On a prime interest rate draw, the interest rate is variable
and,  as amended, ranges from a minimum of prime plus 0.25 percentage
points  to  a  maximum  of  prime plus 2.75  percentage  points  with
interest  payable monthly in arrears.  As of December 31,  1999,  the
Borrowers  have  taken LIBOR draws totaling $107.0  million  with  an
average  interest rate of approximately 9.94 percent per annum.   The
applicable margins for both LIBOR draws and prime interest rate draws
adjust  semiannually based on the ratio of the Company's consolidated
total  debt  to  consolidated cash flows, as measured  by  an  EBITDA
formula.

     The  Company has entered into an interest rate collar  agreement
with  WFB to manage interest expense, which is subject to fluctuation
due  to  the  variable-rate nature of the debt  under  the  Company's
Revolving  Credit Facility.  Under the agreement, which covers  $50.0
million  of  the  borrowings on the Revolving  Credit  Facility,  the
Company  has  a LIBOR floor rate of 5.39 percent and a LIBOR  ceiling
rate  of  6.75  percent, plus the applicable margin.   In  1998,  the
Company paid approximately $49,000 in additional interest as a result
of  this agreement. The Company did not incur any additional interest
in  connection with this agreement in 1999. The agreement  terminates
on  June  30,  2003  to coincide with the maturity of  the  Revolving
Credit Facility.

     The   Revolving  Credit  Facility  is  secured   by   liens   on
substantially all of the real and personal property of the Borrowers.
The Revolving Credit Facility prohibits any future secondary liens on
these  properties without the prior written approval of the  lenders.
Certain  changes  in  control of Ameristar may constitute  a  default
under  the  Revolving Credit Facility. The Revolving Credit  Facility
binds  the  Borrowers  to  a  number of  additional  affirmative  and
negative  covenants, including promises to maintain certain financial
ratios and tests within defined parameters.  As of December 31, 1999,
the Company was in compliance with these covenants, as amended.

     The  Senior  Subordinated Notes were issued under  an  Indenture
dated July 15, 1997 (the "Indenture").  In addition to Ameristar  and
the  trustee,  all of Ameristar's subsidiaries other  than  Ameristar
Casino  St.  Louis,  Inc.  (the  "Guarantors")  are  parties  to  the
Indenture for the purpose of guaranteeing (the "Guarantees") payments
on the Senior Subordinated Notes.

     The  Senior  Subordinated Notes will mature on August  1,  2004.
Interest  is  payable  semiannually  on  February  1  and  August  1,
commencing  February 1, 1998, at the per annum rate  of  10.5%.   The
Senior Subordinated Notes and the Guarantees are not secured and  are
subordinate  to  all  existing  and future  Senior  Indebtedness  (as
defined), which includes the Revolving Credit Facility.

     Ameristar may redeem the Senior Subordinated Notes, in whole  or
in part, at any time on or after August 1, 2001, at redemption prices
that  decline over time from 105.25% to 101.75%.  Senior Subordinated
Notes  may also be redeemed if the holder or beneficial owner thereof
is  required  to  be  licensed, qualified  or  found  suitable  under
applicable Gaming Laws (as defined) and is not so licensed, qualified
or  found  suitable.   Ameristar may also be  required  to  redeem  a
portion  of  the  Senior Subordinated Notes in the event  of  certain
asset sales or the loss of a material gaming license, and each holder
of  the  Senior  Subordinated Notes will have the  right  to  require
Ameristar  to redeem such holder's Senior Subordinated Notes  upon  a
Change of Control (as defined) of Ameristar.  The Senior Subordinated
Notes  are  not subject to any mandatory redemption or  sinking  fund
obligations.

     The  Indenture includes covenants that restrict the  ability  of
Ameristar  and  the  Restricted Subsidiaries (as  defined  and  which
includes  all  Guarantors)  from incurring  future  Indebtedness  (as
defined);  provided,  however, that Ameristar or  any  Guarantor  may
incur Indebtedness if the incurrence thereof would not result in  the
Consolidated Coverage Ratio (as defined) being greater  than  2.0  to
1.0  on  a  rolling four-quarter basis.  The Indenture  also  permits
Ameristar  or  a Restricted Subsidiary to incur Indebtedness  without
regard   to   the  Consolidated  Coverage  Ratio  test   in   certain
circumstances, including borrowings of up to $140 million  under  the
Revolving Credit Facility, as amended or replaced from time to  time,
up  to  $15.0  million in recourse furniture, fixtures and  equipment
financings, up to $7.5 million in borrowings for the construction  of
the  hotel  at  Ameristar Vicksburg and up to $5.0 million  of  other
Indebtedness.

     The  Indenture also includes certain covenants that, among other
things,   limit   the  ability  of  Ameristar  and   its   Restricted
Subsidiaries  to  pay  dividends  or other  distributions  (excluding
dividends and distributions from a Restricted Subsidiary to Ameristar
or   a   Guarantor),   make   investments,  repurchase   subordinated
obligations  or  capital stock, create certain  liens  (except  those
securing  Senior Indebtedness), enter into certain transactions  with
affiliates,  sell assets, issue or sell subsidiary stock,  create  or
permit restrictions on distributions from subsidiaries or enter  into
certain mergers and consolidations.

     The Company constructed a 150-room hotel at Ameristar Vicksburg,
which   cost   approximately  $10.3  million,  including  capitalized
construction period interest and preopening costs.  The  Company  has
obtained a nonrecourse loan facility for $7.5 million with a  private
lender  for  the  purpose of funding a portion  of  the  construction
costs,  with  the balance provided out of operating cash  flow.   The
loan  was  to  originally mature on July 1, 1998 but was  amended  to
mature  on  June 30, 2000 and requires periodic interest payments  at
the rate of 15% per annum. The Company is required to pay a non-usage
fee  at  the  rate of 3% per annum on the undrawn loan  balance,  and
draws are subject to the satisfaction of various conditions typically
applicable  to  construction loans. As  of  December  31,  1999,  the
outstanding  balance on the loan was approximately $7.5 million.  The
Company  is currently seeking another lender to refinance  this  loan
facility.

     On  June  20,  1997,  as  part  of  the  consideration  for  the
acquisition  of The Reserve, Ameristar issued unsecured  subordinated
promissory notes to the former stockholders of Gem Gaming, Inc.,  the
original  developer of The Reserve, in an aggregate principal  amount
of  $28.7 million (the "Gem Notes").  The per annum interest rate  on
the  Gem Notes is 8%, subject to increases up to a maximum of 18% per
annum, following one or more failures to make payments under the  Gem
Notes by scheduled dates.  Any interest not paid when scheduled  will
thereafter  accrue  interest as principal.   The  Gem  Notes  require
annual principal reduction payments ranging from $2.0 million to $3.0
million  commencing  in  November 1998.   The  Gem  Notes  mature  on
December  31,  2004 and may be prepaid in whole or  in  part  without
penalty  at  any time.  The Gem Notes are not subject to acceleration
or  other collection efforts upon failure to make a scheduled payment
prior  to maturity, and the only remedy for such a failure to make  a
scheduled payment is an increase in interest rate as described above.
The  Gem Notes are subordinate to the Revolving Credit Facility,  the
Senior  Subordinated  Notes  and  other  long-term  indebtedness   of
Ameristar specified by Ameristar up to a maximum of $250 million.

     At  December  31,  1999,  the Company  had  other  indebtedness,
including  obligations  under capitalized  leases,  in  an  aggregate
principal amount of $15.8 million.

     Because  the amount of borrowings permitted to be drawn  at  any
time under the Revolving Credit Facility is determined in part by the
Company's  rolling  four-quarter EBITDA (as defined),  the  Company's
anticipated borrowings under the Revolving Credit Facility to fund  a
portion of any capital expenditure project will be dependent upon the
level  of the Company's aggregate operating cash flow. At the present
time, the Company does not anticipate undertaking capital expenditure
projects  during  2000  that  could not  be  funded  out  of  amounts
anticipated  to be available through internally generated  cash  flow
and  the  Company's  borrowing capacity under  the  Revolving  Credit
Facility.

     On  October 28, 1999, Ameristar Casino St. Louis, Inc., a  newly
formed wholly owned subsidiary of ACI, filed an application with  the
Missouri Gaming Commission seeking a gaming license for a site  along
the  Mississippi River in Lemay, Missouri, a community in  South  St.
Louis  County.   If awarded the license, the Company's current  plans
call  for  it  to spend approximately $150 million to  construct  the
first  phase  of  the new casino property. The Company  has  recently
obtained  a  commitment to refinance its Revolving  Credit  Facility,
increasing its available borrowing capacity to $265.0 million to fund
a substantial portion of the development costs for this project.  The
balance  of the financing for this project will be provided primarily
by operating cash flow.

     Ameristar  has  not declared any dividends on its  Common  Stock
during  the  last two fiscal years, and the Company intends  for  the
foreseeable  future to retain all earnings for use in the development
of  its  business instead of paying cash dividends.  In addition,  as
described above, the Revolving Credit Facility obligates the  Company
to  comply  with  certain financial covenants that  may  restrict  or
prohibit the payment of dividends.

YEAR 2000

     In  the past, many computer software programs were written using
two  digits  rather  than four to define the applicable  year.  As  a
result,  date-sensitive computer software may recognize a date  using
"00"  as  the year 1900 rather than the year 2000. This is  generally
referred  to  as  the "Year 2000 issue." If this  situation  were  to
occur,   the  potential  exists  for  computer  system  failures   or
miscalculations by computer programs, which could disrupt operations.

       Prior  to the rollover to the Year 2000, the Company evaluated
all  of  its  computer systems, including its front- and back-of-the-
house  computer operations, its back-of-the-house accounting  systems
and  its  financial software programs, and upgraded these systems  as
necessary to ensure that, according to the applicable vendors, all of
the Company's computer systems were Year 2000 compliant.  The Company
also  made  appropriate  inquiries of third  parties  with  whom  the
Company does significant business, such as vendors and suppliers,  as
to their Year 2000 readiness.

     To  date,  the Company has not experienced any significant  Year
2000  problems  with  its mission-critical systems,  including  those
relating   to   providing  service  to  its  guests  and   monitoring
operations,  or  those  of any third parties  on  which  the  Company
depends.   Although the Company has not experienced  any  significant
year  2000  problems  to date, it is still possible  for  Year  2000-
related  problems to occur and management therefore plans to continue
to  monitor  the  situation closely.  Although  it  is  difficult  to
calculate the costs the Company incurred in connection with the  Year
2000  issue, management believes that these costs have not  been  and
are  not expected to be material to the Company's financial condition
or results of operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE  DISCLOSURES
          ABOUT MARKET RISK

     Except   for   the  Revolving  Credit  Facility,   under   which
$107.0  million  was outstanding at December 31,  1999,  and  certain
other  long-term  debt  outstanding  at  December  31,  1999  in  the
aggregate  amount of $6.8 million (collectively, the  "Variable  Rate
Debt"),  all of the Company's other long-term debt bears interest  at
fixed rates.  The Variable Rate Debt bears interest equal to the  WFB
prime  interest rate or LIBOR in effect from time to  time,  in  each
case  plus  an  applicable margin determined  by  the  ratio  of  the
Company's  consolidated  total debt to consolidated  cash  flows,  as
measured  by  an EBITDA formula.  At December 31, 1999,  the  average
interest  rate  applicable to the Variable Rate Debt was  9.84%.   An
increase  of  one  percentage  point in  the  average  interest  rate
applicable  to  the Variable Rate Debt outstanding  at  December  31,
1999,   would  increase  the  Company's  annual  interest  costs   by
approximately $1.1 million.  The Company has entered into an interest
rate  collar agreement with WFB to manage the effects of fluctuations
in the interest rate applicable to up to $50.0 million in LIBOR draws
under the Revolving Credit Facility.

     Although the Company manages its short-term cash assets  with  a
view  to  maximizing return with minimal risk, the Company  does  not
invest  in  market  rate sensitive instruments for trading  or  other
purposes, including so-called derivative securities, and the  Company
is  not exposed to foreign currency exchange risks or commodity price
risks in its portfolio transactions.

ITEM 8.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY
          DATA

     The  Report  of  the  Company's Independent  Public  Accountants
appears at page F-1 hereof, and the Consolidated Financial Statements
and  Notes to Consolidated Financial Statements of the Company appear
at pages F-2 through F-29 hereof.

ITEM 9.   CHANGES   IN   AND   DISAGREEMENTS   WITH
          ACCOUNTANTS  ON ACCOUNTING AND  FINANCIAL
          DISCLOSURE.

     None.

                              PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS  OF  THE
          REGISTRANT

     The  information  required by this Item is set forth  under  the
captions "Item 1 - Election of Directors - Information Concerning the
Nominees"  and "- Directors and Executive Officers" in the  Company's
definitive  Proxy  Statement  to be filed  with  the  Securities  and
Exchange  Commission and is incorporated herein by this reference  as
if set forth in full.

ITEM 11.  EXECUTIVE COMPENSATION

     The  information  required by this Item is set forth  under  the
caption  "Executive Compensation" in the Company's  definitive  Proxy
Statement to be filed with the Securities and Exchange Commission and
is incorporated herein by this reference as if set forth in full.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT

     The  information  required by this Item is set forth  under  the
caption  "Item  1  -  Election of Directors - Security  Ownership  of
Certain Beneficial Owners and Management" in the Company's definitive
Proxy  Statement  to  be  filed  with  the  Securities  and  Exchange
Commission  and is incorporated herein by this reference  as  if  set
forth in full.

ITEM 13.  CERTAIN    RELATIONSHIPS   AND    RELATED
          TRANSACTIONS.

     The  information  required by this Item is set forth  under  the
caption  "Certain  Transactions" in the  Company's  definitive  Proxy
Statement to be filed with the Securities and Exchange Commission and
is incorporated herein by this reference as if set forth in full.

                               PART IV

ITEM 14.  EXHIBITS,  FINANCIAL STATEMENT  SCHEDULES
          AND REPORTS ON FORM 8-K

The following are filed as part of this Report:

  (a)1.     Financial Statements

          Report of Independent Public Accountants.
          Consolidated  Balance Sheets as of December  31,  1998
             and 1999.
          Consolidated  Statements of Operations for  the  years
             ended December 31, 1997, 1998 and 1999.
          Consolidated  Statements of Stockholders'  Equity  for
             the years ended December 31, 1997, 1998 and 1999.
          Consolidated  Statements of Cash Flows for  the  years
             ended December 31, 1997, 1998 and 1999.
          Notes to Consolidated Financial Statements.

  (a)2.     Financial Statement Schedules

          All schedules for which provision is made in the applicable
          accounting  regulations  of  the  Securities  and  Exchange
          Commission  are not required under related instructions  or
          are inapplicable and therefore have been omitted.



  (a)3.     Exhibits

     The  following  exhibits  listed are filed  or  incorporated  by
reference as part of this Report.  Certain of the listed exhibits are
incorporated  by  reference  to  previously  filed  reports  of   the
registrant  under  the Securities Exchange Act of 1934,  as  amended,
including  Forms 10-K, 10-Q and 8-K.  These reports have  been  filed
with  the  Securities and Exchange Commission under  file  number  0-
22494.


EXHIBI
  T       DESCRIPTION OF EXHIBIT           METHOD OF FILING
NUMBER

 3.1   Articles of Incorporation of   Incorporated by reference
       Ameristar Casinos, Inc.        to Exhibit 3.1 to
       ("ACI").                       Registration Statement on
                                      Form S-1 filed by ACI
                                      under the Securities Act
                                      of 1933, as amended (File
                                      No. 33-68936) (the "Form S-
                                      1").

 3.2   Bylaws of ACI.                 Incorporated by reference
                                      to Exhibit 3.2 to ACI's
                                      Annual Report on Form 10-K
                                      for the year ended
                                      December 31, 1995 (the
                                      "1995 10-K").

 4.1   Specimen Common Stock          Incorporated by reference
       Certificate                    to Exhibit 4 to Amendment
                                      No. 2 to the Form S-1.

4.2(a) Credit Agreement, dated as of  Incorporated by reference
       July 8, 1997, among ACI,       to Exhibits 4.1 and 99.1
       Cactus Pete's, Inc. ("CPI"),   to the Current Report on
       Ameristar Casino Vicksburg,    Form 8-K of ACI filed on
       Inc. ("ACVI"), Ameristar       July 30, 1997 (the "July
       Casino Council Bluffs, Inc.    1997 8-K").
       ("ACCBI") and Ameristar
       Casino Las Vegas, Inc.
       ("ACLVI"), as Borrowers, the
       Lenders named therein, and
       Wells Fargo Bank, National
       Association ("WFB") as
       Arranger, Agent Bank and
       Swingline Lender, together
       with a list describing
       omitted schedules and
       exhibits thereto.

4.2(b) First Amendment to Credit      Incorporated by reference
       Agreement, dated as of         to Exhibit 4.2(b) to ACI's
       September 9, 1998, among ACI,  Annual Report on Form 10-K
       CPI, ACVI, ACCBI, ACLVI, the   for the year ended
       lenders named therein and      December 31, 1998 (the
       WFB, as Swingline Lender and   "1998 10-K").
       Agent Bank.

4.2(c) Interest Rate Collar           Incorporated by reference
       Agreement, dated August 10,    to Exhibit 4.2(b) to the
       1998, between ACI and WFB.     1998 10-K.

4.3(a) Indenture, dated as of July    Incorporated by reference
       15, 1997, among ACI, ACLVI,    to Exhibit 4.2 to the July
       ACVI, A.C. Food Services,      1997 8-K.
       Inc. ("ACFSI"), AC Hotel
       Corp. ("ACHC"), ACCBI and
       First Trust National
       Association, including the
       forms of Notes and Subsidiary
       Guarantees issued thereunder.

4.3(b) Supplemental Indenture, dated  Incorporated by reference
       as of October 24, 1997, among  to Exhibit 4.1(c) to
       ACI, CPI, ACLVI, ACVI, ACFSI,  Amendment No. 1 to
       ACHC, ACCBI and First Trust    Registration Statement on
       National Association.          Form S-4 filed by ACI,
                                      CPI, ACVI, ACCBI, ACLVI,
                                      ACFSI and ACHC under the
                                      Securities Act of 1933, as
                                      amended (File No. 333-
                                      34381) (the "Form S-4").

 4.4   Other Long-Term Debt.          See Exhibits 10.9(e)-(j)
       See Exhibits 10.9(e)-(j) and   and 99.1.
       99.1.

*10.1  Employment Agreement, dated    Incorporated by reference
  (a)  November 15, 1993, between     to Exhibit 10.1(a) to
       ACI and Thomas M. Steinbauer.  ACI's Annual Report on
                                      Form 10-K for the year
                                      ended December 31, 1994
                                      (the "1994 10-K").

*10.1  Employment Agreement, dated    Incorporated by reference
  (b)  as of August 23, 1999,         to Exhibit 10.1 to ACI's
       between Ameristar Casinos,     Quarterly Report on Form
       Inc. and Gordon R. Kanofsky    10-Q for the quarter ended
                                      September 30, 1999.

*10.2  Ameristar Casinos, Inc. 1993   Incorporated by reference
       Non-Employee Director Stock    to Exhibit 10.2 to ACI's
       Option Plan, as amended and    Quarterly Report on Form
       restated.                      10-Q for the quarter ended
                                      June 30, 1994.

*10.3  Ameristar Casinos, Inc.        Incorporated by reference
       Management Stock Option        to Exhibit 10.3 to ACI's
       Incentive Plan, as amended     Quarterly Report on Form
       and restated.                  10-Q for the quarter ended
                                      September 30, 1996.

*10.4  1999 Stock Incentive Plan of   Incorporated by reference
       Ameristar Casinos, Inc.        to Exhibit 10.6 to ACI's
                                      Quarterly Report on Form
                                      10-Q for the quarter ended
                                      June 30, 1999.

*10.5  Form of Indemnification        Incorporated by reference
       Agreement between ACI and      to Exhibit 10.33 to
       each of its directors and      Amendment No. 2 to the
       officers.                      Form S-1.

*10.6  Housing Agreement, dated       Incorporated by reference
       November 15, 1993 between CPI  to Exhibit 10.17 to the
       and Craig H. Neilsen.          1994 10-K.

 10.7  Plan of Reorganization, dated  Incorporated by reference
       November 15, 1993, between     to Exhibit 2.1 to the 1994
       ACI and Craig H. Neilsen in    10-K.
       his individual capacity and
       as trustee of the
       testamentary trust created
       under the last will and
       testament of Ray Neilsen
       dated October 9, 1963.

 10.8  Excursion Boat Sponsorship     Incorporated by reference
       and Operations Agreement,      to Exhibit 10.15 to the
       dated September 15, 1994,      1995 10-K.
       between Iowa West Racing
       Association and ACCBI.

10.9   Merger Agreement, dated as of  Incorporated by reference
 (a)   May 31, 1996, among Gem        to Exhibits 10.1 and 99.1
       Gaming, Inc. ("Gem"), ACI,     to ACI's Quarterly Report
       ACLVI, Steven W. Rebeil        on Form 10-Q for the
       ("Rebeil") and Dominic J.      quarter ended June 30,
       Magliarditi ("Magliarditi"),   1996 (the "June 1996 10-
       together with a list           Q").
       describing omitted schedules
       and exhibits thereto.

10.9   First Amendment to Merger      Incorporated by reference
 (b)   Agreement, dated July 2,       to Exhibit 10.5 to the
       1996, among Gem, ACI, ACLVI,   June 1996 10-Q.
       Rebeil and Magliarditi.

10.9   Second Amendment to Merger     Incorporated by reference
 (c)   Agreement, dated as of         to Exhibits 10.1 and 99.1
       September 27, 1996, among      to the Current Report on
       Gem, ACI, ACLVI, Rebeil and    Form 8-K of ACI filed on
       Magliarditi, together with a   October 24, 1996.
       list describing omitted
       schedules and exhibits
       thereto.

10.9   Settlement Agreement, dated    Incorporated by reference
 (d)   as of May 3, 1997, among ACI,  to Exhibit 10.1 to ACI's
       ACLVI, Rebeil, Magliarditi,    Quarterly Report on Form
       Gem Air, Inc. and NVAGAIR.     10-Q for the quarter ended
                                      March 31, 1997.

10.9   Promissory Note, dated as of   Incorporated by reference
 (e)   June 1, 1997, made by ACI      to Exhibit 10.8(k) to the
       payable to the order of        Form S-4.
       Rebeil in the original
       principal amount of
       $13,232,146.

10.9   Promissory Note, dated as of   Incorporated by reference
 (f)   June 1, 1997, made by ACI      to Exhibit 10.8(k) to the
       payable to the order of        Form S-4.
       Magliarditi in the original
       principal amount of $417,854.

10.9   Non-Negotiable     Promissory  Filed electronically
 (g)   Note,  dated  as of  November  herewith.
       11, 1999, made by ACI payable
       to    Magliarditi   in    the
       original principal amount  of
       $179,080.

10.9   Non-Negotiable Promissory      Filed electronically
 (h)   Note, dated as of November     herewith.
       11, 1999, made by ACI payable
       to Magliarditi in the
       original principal amount of
       $280,100.

10.9   Non-Negotiable Promissory      Filed electronically
 (i)   Note, dated as of November     herewith.
       11, 1999, made by ACI payable
       to Rebeil in the original
       principal amount of
       $5,670,920.

10.9   Non-Negotiable Promissory      Filed electronically
 (j)   Note,  dated  as of  November  herewith.
       11, 1999, made by ACI payable
       to  Rebeil  in  the  original
       principal amount of $8,869,900.

10.10  Lease, dated December 11,      Incorporated by reference
  (a)   1992, between Martha Ker       to Exhibit 10.4 to the
       Brady Lum et. al. And ACVI as  Form S-4.
       the assignee of Craig H.
       Neilsen.

10.10  First Amendment to Lease       Incorporated by reference
  (b)  Agreement, dated June 1,       to Exhibit 10.4(b) to the
       1995, between Lawrence O.      1995 10-K.
       Branyan, Jr., as trustee of
       the Brady-Lum Family Trust
       dated May 15, 1993 and ACVI.

10.11  Settlement, Use and            Incorporated by reference
       Management Agreement and DNR   to Exhibits 10.12 and 99.1
       Permit, dated May 15, 1995,    to ACI's Annual Report on
       between the State of Iowa      Form 10-K for the year
       acting through the Iowa        ended December 31, 1996.
       Department of Natural
       Resources and ACCBI as the
       assignee of Koch Fuels, Inc.

10.12**Asset Purchase and Sale        Filed electronically
       Agreement, dated as of         herewith.
       February 15, 2000, between
       Futuresouth, Inc., Southboat
       Lemay, Inc., Southboat
       Limited Partnership and
       Ameristar Casino St. Louis,
       Inc.

 21.1  Subsidiaries of ACI.           Filed electronically
                                      herewith.

 23.1  Consent of Arthur Andersen     Filed electronically
       LLP.                           herewith.

 27.1  Financial Data Schedule        Filed electronically
                                      herewith.

 99.1  Agreement to furnish the       Filed electronically
       Securities and Exchange        herewith.
       Commission certain
       instruments defining the
       rights of holders of certain
       long-term debt.
_________________________________
*  Denotes a management contract or compensatory plan or arrangement.

**  Portions of this Exhibit have been deleted pursuant to the
Company's request for confidential treatment pursuant to Rule 24b-2
promulgated under the Securities Exchange Act.

     (B)  REPORTS ON FORM 8-K

None.

                           SIGNATURES

     Pursuant  to  the  requirements of Section 13 or  15(d)  of  the
Securities  Exchange  Act  of 1934, the registrant  has  duly  caused
this   report  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized.

                              AMERISTAR CASINOS, INC.
                          (Registrant)

March 29, 2000           By:       /s/ Craig H. Neilsen
                                   Craig H. Neilsen
                                   President, Chairman of the
                                   Board and CEO

     Pursuant to the requirements of the Securities Exchanges Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.

   SIGNATURE               NAME AND TITLE                  DATE


                           Craig H. Neilsen,
/s/ Craig H. Neilsen       President, Chairman of         March 29, 2000
                           the Board and CEO
                           (principal executive
                           officer)

                           Thomas M. Steinbauer,
                           Senior Vice President of
/s/ Thomas M. Steinbauer   Finance and                    March 29, 2000
                           Administration (principal
                           financial officer and
                           principal accounting
                           officer) and Director



/s/ Paul I. Corddry        Paul I. Corddry, Director      March 29, 2000



/s/ Larry A. Hodges        Larry A. Hodges, Director      March 29, 2000



/s/ Warren E. McCain       Warren E. McCain, Director     March 29, 2000








     On this 29th of March, 2000, Craig H. Neilsen directed Chris
Hinton, in his presence as well as our own, to sign the foregoing
document  as "Craig H. Neilsen."  Upon viewing the signatures  as
signed  by  Chris  Hinton and in our presence, Craig  H.  Neilsen
declared to us that he adopted them as his own signatures.

                                   /s/Karen Ahmad
                                   Witness


                                   /s/Susan Viccairelli
                                   Witness

STATE OF NEVADA          )
                         ):ss.
COUNTY OF CLARK          )

     I,  Margene  M. Otten, Notary Public in and for said  county
and  state,  do  hereby certify that Craig H. Neilsen  personally
appeared  before me and is known or identified to me  to  be  the
President and Chief Executive Officer of Ameristar Casinos, Inc.,
the corporation that executed the within instrument or the person
who executed the instrument on behalf of said corporation.  Craig
H.  Neilsen, who being unable due to physical incapacity to  sign
his  name  or  offer his mark, did direct Chris  Hinton,  in  his
presence,  as  well as my own, to sign his name to the  foregoing
document.  Craig H. Neilsen, after viewing his name as signed  by
Chris  Hinton,  thereupon adopted the signatures as  his  own  by
acknowledging to me his intention to so adopt them as if  he  had
personally executed the same both in his individual capacity  and
on  behalf  of said corporation, and further acknowledged  to  me
that such corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this 29th day of March, 2000.

                                   /s/Margene M. Otten
                                    Notary Public

My Commission Expires:   July 23, 2002

Residing at:             Las Vegas, NV













REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
     of Ameristar Casinos, Inc.:


We  have  audited the accompanying consolidated balance  sheets  of
Ameristar  Casinos,  Inc. (a Nevada corporation)  and  subsidiaries
as  of  December  31,  1998 and 1999, and the related  consolidated
statements of operations, stockholders' equity and cash  flows  for
each  of  the  three years in the period ended December  31,  1999.
These   financial   statements  are  the  responsibility   of   the
Company's   management.   Our  responsibility  is  to  express   an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in accordance with  auditing  standards
generally  accepted in the United States.  Those standards  require
that  we  plan and perform the audit to obtain reasonable assurance
about  whether  the  financial  statements  are  free  of  material
misstatement.   An  audit  includes examining,  on  a  test  basis,
evidence  supporting the amounts and disclosures in  the  financial
statements.   An  audit  also  includes  assessing  the  accounting
principles  used and significant estimates made by  management,  as
well  as  evaluating the overall financial statement  presentation.
We  believe  that  our audits provide a reasonable  basis  for  our
opinion.

In  our opinion, the consolidated financial statements referred  to
above  present  fairly,  in all material  respects,  the  financial
position  of  Ameristar  Casinos,  Inc.  and  subsidiaries  as   of
December  31,  1998 and 1999, and the results of  their  operations
and  their  cash flows for each of the three years  in  the  period
ended  December 31, 1999, in conformity with accounting  principles
generally accepted in the United States.

As  explained in Note 1 of the notes to the consolidated  financial
statements,  effective  January 1, 1999,  Ameristar  Casinos,  Inc.
changed  its  method  of  accounting  for  start-up  activities  in
accordance   with  the  American  Institute  of  Certified   Public
Accountants'  Statement of Position 98-5, "Reporting on  the  Costs
of Start-up Activities."


ARTHUR ANDERSEN LLP

Las Vegas, Nevada
February 18, 2000
(except with respect to the matter discussed in
Note 12, as to which the date is March 1, 2000)

<TABLE>
                     AMERISTAR CASINOS, INC.
                   CONSOLIDATED BALANCE SHEETS

                             ASSETS
                     (Amounts in Thousands)

                                                        December 31,
                                                      1998       1999
<S>                                                 <C>        <C>
CURRENT ASSETS:
  Cash and cash equivalents                         $18,209    $15,531
  Restricted cash                                       118        142
  Accounts receivable, net                            1,490      2,080
  Income tax refund receivable                        2,815      1,450
  Inventories                                         3,037      3,268
  Prepaid expenses                                    4,569      5,162
  Deferred income taxes                               3,906      3,717

    Total current assets                             34,144     31,350

PROPERTY AND EQUIPMENT, at cost:
  Buildings and improvements                        260,720    284,518
  Building under capitalized
   lease                                                800        800
  Furniture, fixtures and
   equipment                                         91,325    100,615
  Furniture, fixtures and equipment
   under capitalized leases                           3,907      4,060
                                                    356,752    389,993
    Less: Accumulated depreciation and
      amortization                                   92,708    108,949
                                                    264,044    281,044
  Land                                               26,485     27,949
  Land under capitalized leases                       4,865      4,865
  Construction in progress                            2,426     14,759

                                                    297,820    328,617

EXCESS OF PURCHASE PRICE OVER FAIR
 MARKET VALUE OF NET ASSETS ACQUIRED                 15,046     14,651

DEPOSITS AND OTHER ASSETS                             4,763      4,027

                                                   $351,773   $378,645
</TABLE>

The accompanying notes are an integral part of these consolidated
                         balance sheets.
<TABLE>

                     AMERISTAR CASINOS, INC.
                   CONSOLIDATED BALANCE SHEETS
                           (CONTINUED)

              LIABILITIES AND STOCKHOLDERS' EQUITY
            (Amounts in Thousands, Except Share Data)

                                                        December 31,
                                                      1998       1999
<S>                                                 <C>        <C>
CURRENT LIABILITIES:
  Accounts payable                                  $ 6,339    $ 9,204
  Construction contracts payable                        897      6,341
  Accrued liabilities                                26,395     29,539
  Current obligations under
   capitalized leases                                 2,398      2,413
  Current maturities of notes payable
   and long-term debt                                 9,924     10,615

    Total current liabilities                        45,953     58,112

OBLIGATIONS UNDER CAPITALIZED LEASES,
 net of current maturities                           13,196     11,037

NOTES PAYABLE AND LONG-TERM DEBT,
 net of current maturities                          217,203    231,853

DEFERRED INCOME TAXES                                  7,497     9,474

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par
   value:  Authorized -
   30,000,000 shares; Issued -
   None                                                   -         -
  Common stock, $.01 par value:
   Authorized - 30,000,000 shares;
   Issued and outstanding -
   20,360,000 shares at December 31,
   1998 and 20,375,264 shares at
   December 31, 1999                                     204       204
  Additional paid-in capital                          43,043    43,083
  Retained earnings                                   24,677    24,882

                                                      67,924    68,169

                                                    $351,773  $378,645
</TABLE>

The accompanying notes are an integral part of these consolidated
                         balance sheets.

<TABLE>
                     AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
          (Amounts in Thousands, Except Per Share Data)

                                          Years ended December 31,
                                        1997        1998        1999
<S>                                   <C>         <C>          <C>
REVENUES:
  Casino                              $173,077    $216,319     $247,416
  Food and beverage                     30,672      45,853       49,142
  Rooms                                  9,685      14,201       17,257
  Other                                  8,275      10,401       11,089
                                       221,709     286,774      324,904
  Less: Promotional
   allowances                           15,530      22,092       24,618
    Net revenues                       206,179     264,682      300,286

OPERATING EXPENSES:
  Casino                                78,733     103,387      114,357
  Food and beverage                     19,784      31,698       33,207
  Rooms                                  3,130       5,809        6,372
  Other                                  7,546      10,044       10,203
  Selling, general and
   administrative                       51,958      75,604       86,142
  Depreciation and
   amortization                         16,358      24,191       24,460
  Abandonment loss                         646          -            -
  Preopening costs                          -       10,611           -
    Total operating expenses           178,155     261,344       274,741

    Income from operations              28,024       3,338        25,545

OTHER INCOME (EXPENSE):
  Interest income                          445         296           300
  Interest expense                     (12,107)    (22,699)      (24,449)
  Other                                    (35)        (13)         (851)

INCOME (LOSS) BEFORE INCOME
 TAX PROVISION (BENEFIT)                16,327     (19,078)          545
  Income tax provision
   (benefit)                             5,959      (6,363)          340

INCOME (LOSS) BEFORE
 EXTRAORDINARY LOSS                     10,368     (12,715)          205

EXTRAORDINARY LOSS ON EARLY
 RETIREMENT OF DEBT, net of
 income tax benefit of $387, $0
 and $0, respectively                     (673)         -             -

NET INCOME (LOSS)                      $ 9,695    $(12,715)      $   205
</TABLE>
<TABLE>
                     AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
                           (CONTINUED)
          (Amounts in Thousands, Except Per Share Data)


                                            Years ended December 31,
                                           1997       1998       1999
<S>                                       <C>        <C>        <C>
EARNINGS (LOSS) PER
 SHARE:
  Income (loss) before
   extraordinary loss
   Basic and diluted                      $ 0.51     $(0.62)    $  0.01
  Net income (loss)
   Basic and diluted                      $ 0.48     $(0.62)    $  0.01

WEIGHTED AVERAGE
 SHARES OUTSTANDING                       20,360     20,360      20,362

</TABLE>























The accompanying notes are an integral part of these consolidated
                      financial statements.
<TABLE>

                     AMERISTAR CASINOS, INC.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
         (Amounts in Thousands, Except Number of Shares)


                             Capital Stock    Additional
                           No. of              Paid-In    Retained
                           Shares    Balance   Capital    Earnings   Total

<S>                      <C>         <C>       <C>        <C>        <C>
Balance,
 December 31, 1996       20,360,000  $   204   $43,043    $27,697    $70,944

  Net income                     -        -         -       9,695      9,695

Balance,
 December 31, 1997       20,360,000      204    43,043     37,392     80,639

  Net loss                       -        -         -     (12,715)   (12,715)

Balance,
 December 31, 1998       20,360,000      204    43,043     24,677     67,924

  Net income                     -        -         -         205        205

  Issuance of shares
   upon exercise of
   stock options             15,264       -         40         -          40

Balance,
 December 31, 1999       20,375,264  $   204   $43,083    $24,882    $68,169
</TABLE>

















The accompanying notes are an integral part of these consolidated
                      financial statements.

<TABLE>

                     AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Amounts in Thousands)


                                            Years ended December 31,
                                           1997        1998       1999
<S>                                       <C>         <C>        <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:

  Net income (loss)                       $9,695    $(12,715)    $  205

  Adjustments to reconcile net
   income (loss) to net cash
   provided by operating
   activities:
    Depreciation and
      amortization                        16,358      24,191     24,460
    Change in deferred income
      taxes                                2,964      (3,898)     2,166
    Net loss on disposition
      of assets                              505          11        852
    Amortization of debt
      issuance costs                         424         661        668
    Preopening costs                          -       10,611         -
    Extraordinary loss on
      early retirement of debt             1,060          -          -
    Changes in current assets
      and liabilities:
       Restricted cash                       265          34        (24)
       Accounts receivable, net             (643)        561       (590)
       Income taxes, net                  (2,152)       (712)     1,365
       Inventories                            85      (1,314)      (231)
       Prepaid expenses                     (374)       (669)      (593)
       Accounts payable                   (2,531)      1,552      2,865
       Accrued liabilities                 7,985       4,810      3,144

  Total adjustments                       23,946      35,838     34,082

Net cash provided by operating
 activities                               33,641      23,123     34,287

CASH FLOWS FROM INVESTING
 ACTIVITIES:

  Capital expenditures                   (72,932)    (32,312)   (57,590)
  Increase (decrease) in
   construction contracts
   payable                                14,055     (18,478)     5,444
  Proceeds from sale of assets               126          -       2,029
  Decrease (increase) in
   deposits and other assets              (4,666)     (3,073)        69

Net cash used in investing
 activities                              (63,417)    (53,863)   (50,048)
</TABLE>
<TABLE>
                     AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (CONTINUED)
                     (Amounts in Thousands)


                                            Years ended December 31,
                                            1997         1998        1999
<S>                                        <C>          <C>         <C>
CASH FLOWS FROM FINANCING
 ACTIVITIES:

  Proceeds from issuance of
   long-term debt                         $150,786     $42,606     $19,047
  Debt issuance costs                       (4,439)         -           -
  Minority interest income                     (16)         -           -
  Principal payments of long-
   term debt and capitalized
   leases                                 (114,248)     (6,688)     (6,004)
  Proceeds from exercise of
   stock options                                -           -           40

Net cash provided by financing
 activities                                 32,083      35,918      13,083

NET INCREASE (DECREASE) IN
 CASH
 AND CASH EQUIVALENTS                        2,307       5,178      (2,678)

CASH AND CASH EQUIVALENTS --
 BEGINNING OF YEAR                          10,724      13,031      18,209

CASH AND CASH EQUIVALENTS --
 END OF YEAR                               $13,031     $18,209     $15,531

</TABLE>













The accompanying notes are an integral part of these consolidated
                      financial statements.


                     AMERISTAR CASINOS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation and basis of presentation

     The  consolidated financial statements of Ameristar Casinos,
Inc. ("ACI" or the "Company"), a Nevada corporation, include  the
accounts of the Company and its wholly-owned subsidiaries, Cactus
Petes,  Inc. ("CPI"), Ameristar Casino Vicksburg, Inc.  ("ACVI"),
Ameristar  Casino  Council Bluffs, Inc. ("ACCBI")  and  Ameristar
Casino  Las Vegas, Inc. ("ACLVI").  ACI also operates  A.C.  Food
Services, Inc., a purchasing subsidiary.  ACVI has a wholly owned
subsidiary,   AC  Hotel  Corp.,  created  for  the   purpose   of
constructing and operating a hotel in Vicksburg, Mississippi. The
Company  has  also  formed Ameristar Casino St.  Louis,  Inc.,  a
Missouri corporation and a wholly owned subsidiary ("ACSLI"), for
the  purpose of potentially developing a new casino in the  South
St. Louis County, Missouri area.

     CPI owns and operates two casino-hotels in Jackpot, Nevada -
Cactus  Petes  Resort Casino and The Horseshu Hotel  and  Casino.
ACVI  owns  and  operates Ameristar Vicksburg, a riverboat-themed
dockside  casino, and related land-based facilities in Vicksburg,
Mississippi.  ACCBI owns and operates Ameristar Council Bluffs, a
riverboat  casino  and  associated  hotel  and  other  land-based
facilities in Council Bluffs, Iowa.  ACLVI owns and operates  The
Reserve  Hotel  Casino  ("The Reserve")  in  the  Henderson-Green
Valley suburban area of Las Vegas, Nevada.

     The  gaming  licenses  granted to ACVI  and  ACCBI  must  be
periodically  renewed by the respective state gaming  authorities
to  continue  gaming  operations.  In addition,   ACCBI's  gaming
operations  are subject to a county-wide reauthorizing referendum
every eight years, commencing in 2002.

     The  preparation of financial statements in conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial statements,  and  the
reported  amounts of revenues and expenses during  the  reporting
period.   Actual  results  could  differ  from  those  estimates.
Material   intercompany  accounts  and  transactions  have   been
eliminated   from   the   accompanying   consolidated   financial
statements.

  Cash and cash equivalents

     The  Company  considers all highly liquid  investments  with
maturities  of  three months or less when purchased  to  be  cash
equivalents.   Cash  equivalents  are  carried  at  cost,   which
approximates  market, due to the short-term maturities  of  these
instruments.

  Accounts receivable

     Gaming  receivables are included as part  of  the  Company's
accounts  receivable  balance.   An  allowance  of  $304,000  and
$731,000  at December 31, 1998 and 1999, respectively,  has  been
applied  to  reduce  receivables to  amounts  anticipated  to  be
collected.

  Inventories

     Inventories are stated at the lower of cost or market.  Cost
is determined principally on the weighted average basis.

  Interest rate collar agreement

     The Company uses an interest rate collar agreement to assist
in  managing  interest  incurred  on  its  long-term  debt.   The
difference  between amounts received and amounts paid under  such
agreement,  as  well  as  any costs or fees,  is  recorded  as  a
reduction  of, or addition to, interest expense as incurred  over
the life of the collar agreement.

  Depreciation and capitalization

     Property  and  equipment  is  recorded  at  cost,  including
interest  charged  on  funds borrowed  to  finance  construction.
Interest  of  $4,654,000, $1,434,000 and $561,000 was capitalized
for   the   years  ended  December  31,  1997,  1998  and   1999,
respectively.  Depreciation is provided on both the straight-line
and  accelerated methods in amounts sufficient to relate the cost
of  depreciable assets to operations.  Amortization  of  building
and furniture, fixtures and equipment under capitalized leases is
provided  over the shorter of the estimated useful  life  of  the
asset  or  the  term  of  the associated lease  (including  lease
renewal  or  purchase options the Company expects  to  exercise).
Depreciation  and  amortization is provided  over  the  following
estimated useful lives:

          Buildings and improvements         5 to 40 years
          Building under capitalized lease   39 years
          Furniture, fixtures and equipment  3 to 15 years
          Furniture,    fixtures
            and  equipment under
            capitalized leases               3 to 5 years

     Betterments, renewals and repairs that extend the life of an
asset  are  capitalized.  Ordinary maintenance  and  repairs  are
charged to expense as incurred.

  Excess  of purchase price over fair market value of net  assets
acquired

     The  excess of purchase price over fair market value of  net
assets  acquired resulting from the Gem Gaming merger  (see  note
10) is being amortized over its estimated useful life of 39 years
using the straight line method.

  Dividends

     The Company intends to retain future earnings for use in the
development  of its business and does not anticipate  paying  any
cash dividends in the foreseeable future.

  Gaming revenues and promotional allowances

     In accordance with industry practice, the Company recognizes
as  gaming revenues the net win from gaming activities, which  is
the  difference  between gaming wins and losses.  Gross  revenues
include  the  retail  value of complimentary food,  beverage  and
lodging  services furnished to customers.  The  retail  value  of
these promotional allowances is deducted to compute net revenues.
The  estimated  departmental costs of providing such  promotional
allowances are included in casino costs and expenses and  consist
of the following:
                                       Years ended December 31,
                                       1997         1998       1999
                                        (Amounts in Thousands)

     Food and beverage                $12,283     $20,399    $20,189
     Room                                 708       1,024      1,336
     Other                                644         958      1,382
                                      $13,635     $22,381    $22,907
  Advertising

     The  Company expenses advertising costs the first  time  the
advertising   takes  place.   Advertising  expense  included   in
selling,  general  and administrative expenses was  approximately
$5,453,000,  $9,966,000,  and $10,690,000  for  the  years  ended
December 31, 1997, 1998 and 1999, respectively.

  Business development expenses

     Business development expenses are general costs incurred  in
connection    with   identifying,   evaluating    and    pursuing
opportunities   to  expand  into  existing  or  emerging   gaming
jurisdictions.   Such  costs include, among others,  legal  fees,
land  option  payments  and  fees  for  applications  filed  with
regulatory agencies and are expensed as incurred.

  Preopening costs

     Preopening  costs primarily represent direct  personnel  and
other  operating  costs  incurred prior to  the  opening  of  new
facilities.  The  Company changed its method for  accounting  for
preopening costs effective January 1, 1999 in accordance with the
provisions  of American Institute of Certified Public Accountants
issued Statement of Position No. 98-5 "Reporting on the Costs  of
Start-up  Activities."   Prior to 1999, the  Company  capitalized
preopening costs and expensed such costs upon the commencement of
operations.  The  adoption of SOP 98-5 did not  have  a  material
impact on the Company's operations in 1999 since the Company  was
not developing any new facilities.

  Federal income taxes

     Income  taxes are recorded in accordance with the provisions
of  Statement of Financial Accounting Standards (SFAS)  No.  109,
"Accounting for Income Taxes."  SFAS No. 109 requires recognition
of  deferred income tax assets and liabilities for the future tax
consequences  attributable to differences between  the  financial
statement carrying amounts of existing assets and liabilities and
their  respective tax bases.  Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income  in  the  years in which those temporary  differences  are
expected to be recovered or settled.

  Earnings Per Share

     In  1997,  the  Company adopted SFAS No. 128 - Earnings  Per
Share.  SFAS 128 replaces previously reported earnings per  share
with "basic" earnings per share and "diluted" earnings per share.
Basic  earnings  per  share  are computed  by  dividing  reported
earnings  by  the  weighted  average  number  of  common   shares
outstanding  during  the  period.   Diluted  earnings  per  share
reflect  the  additional  dilution for all  potentially  dilutive
securities such as stock options.  Basic and diluted earnings per
share are equal for the years ended December 31, 1997 and 1998 as
the  outstanding  stock  options  were  antidilutive.  Basic  and
diluted earnings per share are equal in 1999 because the dilution
was not significant enough to reduce basic earnings per share  as
reported.

  Reclassifications

     Certain  reclassifications, having no effect on net  income,
have  been  made  to  the  prior periods' consolidated  financial
statements to conform with the current year presentation.






NOTE 2 - ACCRUED LIABILITIES

     Accrued liabilities consist of the following:

                                              December 31,
                                            1998       1999
                                        (Amounts in Thousands)

          Compensation and  related
           benefits                       $ 7,164     $8,059
          Taxes    other    than
           income taxes                     5,649      5,822
          Progressive slot machine
           jackpots                         1,753      1,436
          Interest                          6,013      6,320
          Deposits   and   other
           accruals                         5,816      7,902
                                          $26,395    $29,539


     NOTE 3 - FEDERAL INCOME TAXES

     The components of the income tax provision are as follows:

                                              Years ended December 31,
                                          1997         1998          1999
                                              (Amounts in Thousands)

     Current                            $2,371      $(5,312)      $(1,250)
     Deferred                            3,588       (1,051)        1,540
       Provision (benefit) on income
       before extraordinary item         5,959       (6,363)          340
     Tax benefit of extraordinary item    (387)          -             -
                                        $5,572      $(6,363)      $   340

     The  reconciliation  of income tax at the  Federal  statutory
rates to income tax expense is as follows:

                                          Years ended December 31,
                                         1997      1998       1999

      Federal statutory rate             35.0%    (34.0)%     34.0%
      Nondeductible political and
       lobbying costs                     0.3       0.2       11.0
      Nondeductible meals and
       entertainment                      0.3       0.1       4.2
      Other nondeductible expenses        0.9       0.3      13.2
                                         36.5%    (33.4)%    62.4%

     Under  SFAS No. 109, deferred income taxes reflect  the  net
tax  effects of temporary differences between the carrying amount
of  assets  and liabilities for financial reporting purposes  and
the amounts used for income tax purposes.  Significant components
of  the  Company's  net deferred tax liability consisted  of  the
following:

                                              December 31,
                                            1998       1999
                                        (Amounts in Thousands)
     Deferred tax assets:
       Preopening costs                   $ 4,290    $ 3,019
       Accrued book expenses not
        currently  deductible               2,769      2,757
       Alternative minimum tax credit 1     4,716      2,882
       Project development costs            1,118        841
       Net operating loss carry forward 2   3,745     10,433
       Other                                  519        615
          Total deferred tax assets        17,157     20,547
     Deferred tax liabilities:
       Tax depreciation in excess of
        book depreciation                 (18,482)   (22,697)
       Book capitalized interest in
        excess  of  tax                      (451)      (444)
       Other                               (1,814)    (3,163)
          Total deferred tax liabilities  (20,747)   (26,304)
     Net deferred tax liability           $(3,590)   $(5,757)
     _____________
       1 The  excess  of  the  alternative  minimum  tax
         over  regular  Federal income  tax  is  a  tax
         credit    which   can   be   carried   forward
         indefinitely  to reduce future Federal  income
         tax liabilities.
       2 The  Company  has  available  at  December  31,
         1999, $30,686,000 of an unused operating  loss
         carryforward  that  may  be  applied   against
         future   taxable   income.   Of   the    total
         $11,016,000  of  the  unused  operating   loss
         carryforward will expire in the year 2018  and
         $19,670,000 will expire in the year 2019.


NOTE 4 - SUPPLEMENTAL CASH FLOW DISCLOSURES

     The  Company made cash payments for interest, net of amounts
capitalized, of   $8,223,000, $22,515,000 and $23,474,000 for the
years ended December 31, 1997, 1998, and 1999, respectively.

     The  Company made cash payments for Federal income taxes  of
$4,760,000,    $350,000,  and  $200,000  for  the   years   ended
December 31, 1997, 1998 and 1999, respectively.

     The  Company acquired assets through capitalized  leases  of
$2,998,000,  $7,180,000,  and $153,000  during  the  years  ended
December 31, 1997, 1998 and 1999, respectively.

     The  Company acquired assets through the issuance  of  notes
payable  of   $704,000,  $0,  and  $0  during  the  years   ended
December 31, 1997, 1998 and 1999, respectively.

     The  Company  retired the balance of $94,500,000  under  the
1995  Revolving Credit Facility by entering into a new  Revolving
Credit  Facility (see Note 5) during the year ended December  31,
1997.

     Adjustments to the excess of purchase price over fair market
value  of net assets acquired as of December 31, 1997 due to  the
Gem Settlement Agreement (see Note 10) are as follows (amounts in
thousands):

            Reduction in value of Gem
               Notes                                $(2,725)
            Deferred taxes on land
               purchase                              (1,784)
            Dissolution of NVAGAIR
               subsidiary                               418
            Return of aviation asset                    271
            Miscellaneous receivables                   185
            Total change in excess
               purchase price                       $(3,635)


NOTE 5 - NOTES PAYABLE AND LONG-TERM DEBT

     Notes payable and long-term debt consist of the following:

                                              December 31,
                                            1998       1999
                                        (Amounts in Thousands)

  Revolving  Credit  Facility   (see
   below)                                 $90,000    $107,000

  10.5  percent  Senior Subordinated
   Notes,   interest  only   payable
   semiannually,    principal    due
   August 1, 2004                         100,000     100,000

  Notes  payable  issued  to  former
   stockholders of Gem Gaming,  Inc.
   with   interest  at  8   percent,
   interest     payable    quarterly
   beginning   July   1997   through
   October  1998  and  then  monthly
   thereafter,  periodic   principal
   payments beginning November 1998,
   due  December 31, 2004  (See Note
   10)                                     26,650      25,650

  Note   payable  to  lender,   with
   interest  at 15 percent,  secured
   by  a  deed of trust on the hotel
   at   ACVI,  interest  payable  in
   periodic payments, principal  due
   June 30, 2000.                           7,453       7,453

  Mortgages payable to United States
   Department  of Agriculture  Rural
   Economic       and      Community
   Development    Services    Multi-
   Housing   Program  with  variable
   interest   (effective   rate   of
   approximately 4.2 percent and 4.0
   percent   for  the  years   ended
   December   31,  1998  and   1999,
   respectively), collateralized  by
   a  first deed of trust on certain
   apartment units and land, due  in
   variable monthly payments of  not
   less   than   $4,725,   including
   interest,  through November  2016
   and October 2033.                        1,292       1,248

  Note payable to financing company,
   with  interest at 10.75  percent,
   collateralized     by     certain
   equipment,    due   in    monthly
   principal  and interest  payments
   of $53,177 through June 2000.              877         309

  Other                                       855         808

                                          227,127     242,468

  Less: Current maturities                  9,924      10,615

                                        $ 217,203    $231,853

     On July 5, 1995, the Company, as borrower, and its principal
operating  subsidiaries, as guarantors, entered into a  Revolving
Credit Facility (the "1995 Revolving Credit Facility") with Wells
Fargo Bank, N.A. ("WFB") and a syndicate of banks.

     On July 8, 1997, the Company, as borrower, and its principal
operating  subsidiaries, as guarantors, entered into a  new  $125
million   Revolving   Credit  Facility  (the  "Revolving   Credit
Facility") with WFB and a syndicate of banks. As a result of  the
retirement  of  the 1995 Revolving Credit Facility,  the  Company
incurred an extraordinary pre-tax loss (related primarily to  the
write-off of unamortized loan costs) of $1,060,000.

     As  of  December  31,  1999, the Company  had  drawn  $107.0
million on the Revolving Credit Facility.  These borrowings  were
used  to  repay the 1995 Revolving Credit Facility, to  fund  the
development  of  The  Reserve and to fund certain  other  capital
expenditures.   The  proceeds from the Senior Subordinated  Notes
offering  were  used to repay a portion of the  Revolving  Credit
Facility and fees to Revolving Credit Facility lenders.

     Originally, the Company could not borrow under the Revolving
Credit  Facility in excess of 3.25 times its rolling four-quarter
EBITDA   (earnings  before  interest,  taxes,  depreciation   and
amortization). The Company was also limited to borrowing no  more
than 5.0 times EBITDA in total debt as adjusted per the Revolving
Credit Facility.

     The  Company  and  the lenders amended the Revolving  Credit
Facility  effective June 30, 1998 and March 31, 1999.  Under  the
amended Revolving Credit Facility, borrowings under the Revolving
Credit  Facility may not exceed 2.75 times the Company's  rolling
four-quarter    EBITDA   (earnings   before   interest,    taxes,
depreciation  and amortization), and the Company's  total  funded
debt  may  not  exceed the Company's rolling four-quarter  EBITDA
multiplied by a factor as follows: 5.25 commencing June 30, 1998;
5.5 commencing September 30, 1998; 5.25 commencing June 30, 1999;
4.75 commencing December 31, 1999; 4.5 commencing March 31, 2000;
and  4.0 commencing September 30, 2000.  As of December 31, 1999,
the total funded debt of the Company was 4.38 times the Company's
rolling four-quarter EBITDA.  The maximum amount available  under
the  Revolving  Credit  Facility reduces semiannually  commencing
July  1,  1999 on a sliding scale (ranging from $2.5  million  to
$10.0  million  in  reductions) with a final reduction  of  $75.0
million at maturity on June 30, 2003.

     The  Revolving  Credit  Facility, as amended,  requires  the
Company  to  maintain  a gross fixed charge  coverage  ratio  (as
defined) of 1.25 to 1.0 until September 30, 1999, and 1.50 to 1.0
thereafter.  As of December 31, 1999, the Company's fixed  charge
coverage  ratio  was 1.65. The amended Revolving Credit  Facility
also  limits the Company's aggregate capital expenditures in each
year  to  an  amount equal to 5 percent of its  consolidated  net
revenue  for  the preceding year and prohibits the  Company  from
incurring   any  additional  secured  indebtedness  without   the
approval  of  the  lenders.  Until March 31,  1999,  the  amended
Revolving Credit Facility also required the Company to maintain a
tangible  net worth of at least $56,000,000, plus 90  percent  of
net  income (without any reduction for net losses) as of the  end
of  each quarter beginning September 30, 1998, plus 90 percent of
the  net  proceeds  of  certain future  equity  offerings.    The
Revolving  Credit Facility was further amended in 1999 to  reduce
the  minimum tangible net worth requirement commencing March  31,
1999  to  $50.0  million,  plus 90% of net  income  (without  any
reduction for net losses) as of the end of each quarter beginning
March  31,  1999, plus 90% of the net proceeds of certain  future
equity offerings. As of December 31, 1999, the Company's tangible
net  worth  plus  90% of net income was $3.8  million  more  than
required by this covenant.

     Under the terms of the Revolving Credit Facility, concurrent
with  each  loan draw, the Company may select the  interest  rate
based  on either the London Interbank Offering Rate ("LIBOR")  or
WFB's  prime  interest rate.  The maximum number  of  outstanding
draws at any time using LIBOR is five, with a minimum draw amount
of  $5.0 million per draw.  A LIBOR draw can be for a one-, two-,
three-  or six-month term with interest accruing monthly and  due
at  the  end  of  the term, but in no event less frequently  than
quarterly.  The interest rate is fixed throughout the term  of  a
LIBOR-based  draw  and, as amended, ranges from  LIBOR  plus  1.5
percentage  points  to LIBOR plus 4.0 percentage  points.   On  a
prime  interest rate draw, the interest rate is variable and,  as
amended,  ranges  from  a minimum of prime plus  0.25  percentage
points  to  a  maximum of prime plus 2.75 percentage points  with
interest  payable monthly in arrears.  As of December  31,  1999,
the Company has taken LIBOR draws totaling $107.0 million with an
average  interest rate of approximately 9.95 percent  per  annum.
The  applicable  margins for both LIBOR draws and prime  interest
rate  draws  adjust  semiannually  based  on  the  ratio  of  the
Company's consolidated total debt to consolidated cash flows,  as
measured by an EBITDA formula.

     The  Revolving  Credit  Facility  is  secured  by  liens  on
substantially  all  of  the  real and personal  property  of  the
Company  and  its  subsidiaries.  The Revolving  Credit  Facility
prohibits  any  secondary liens on these properties  without  the
prior  written  approval  of  the lenders.   Certain  changes  in
control  of  the  Company  may constitute  a  default  under  the
Revolving  Credit Facility.  The Revolving Credit  Facility  also
requires  the  Company to expend a maximum of 5  percent  of  the
consolidated  net  revenues  for the preceding  year  on  capital
maintenance  annually. However, the lenders under  the  Revolving
Credit  Facility  have  waived  the maximum  capital  expenditure
limitation  under the Revolving Credit Facility specifically  for
certain projects at Ameristar Council Bluffs, Ameristar Vicksburg
and The Reserve.  The waiver permits fiscal 1999 and 2000 capital
expenditure  projects of approximately $43.3 million in  addition
to expenditures limited to 5% of net revenues.

     The  Revolving Credit Facility binds the Company to a number
of  other  affirmative  and  negative covenants.   These  include
promises  to  maintain  certain financial ratios  within  defined
parameters,  not  to  engage  in new  businesses  without  lender
approval  and  to  make certain reports to the  lenders.   As  of
December  31,  1999,  the Company was in  compliance  with  these
covenants.

     The  Company  has  entered  into  an  interest  rate  collar
agreement  with WFB to manage interest expense, which is  subject
to  fluctuation due to the variable-rate nature of the debt under
the  Company's  Revolving Credit Facility.  Under the  agreement,
which  covers  $50.0 million of the borrowings on  the  Revolving
Credit  Facility,  the Company has a LIBOR  floor  rate  of  5.39
percent  and  a  LIBOR  ceiling rate of 6.75  percent,  plus  the
applicable margin.  As of December 31, 1999, the Company had paid
approximately $49,000 in additional interest as a result of  this
agreement.  The agreement terminates on June 30, 2003 to coincide
with the maturity of the Revolving Credit Facility.

     On  July  15,  1997, the Company completed  an  offering  of
$100  million  in  principal amount of 10 1/2%  Senior  Subordinated
Notes  due  2004 (the "Senior Subordinated Notes").   The  Senior
Subordinated  Notes have a coupon rate of 10.5 percent  and  were
sold  at  par.   Interest is due semiannually on February  1  and
August  1 of each year, and the maturity date is August 1,  2004.
Proceeds  of  the  offering were used  to  retire  and  refinance
existing debt.  The Senior Subordinated Notes are not secured and
are  subordinate  to all existing and future Senior  Indebtedness
(as defined), which includes the Revolving Credit Facility.

     The  indenture  governing the Company's Senior  Subordinated
Notes (the "Indenture") contains certain customary financial  and
other covenants, which among other things, govern the ability  of
the Company and its subsidiaries to incur indebtedness (except as
specifically allowed) unless, after giving effect thereto, a  2.0
to  1.0 pro forma Consolidated Coverage Ratio (as defined in  the
Indenture)  has been met.  As of December 31, 1999,  the  Company
was in compliance with these covenants.

     The Senior Subordinated Notes were issued by ACI, and all of
ACI's  current  subsidiaries other than ACSLI (the  "Guarantors")
have  jointly  and  severally,  and  fully  and  unconditionally,
guaranteed the Senior Subordinated Notes.  Each of the Guarantors
is   a  wholly  owned  subsidiary  of  ACI,  and  the  Guarantors
constitute  all of ACI's direct and indirect subsidiaries  except
for  ACSLI,  which  is  in  the  development  stage  and  has  no
operations  and  no  material assets or liabilities.   ACI  is  a
holding company with no operations or material assets independent
of  those  of  the Guarantors, other than its investment  in  the
Guarantors,  and the aggregate assets, liabilities, earnings  and
equity  of  the  Guarantors are substantially equivalent  to  the
assets,  liabilities, earnings and equity of  the  Company  on  a
consolidated  basis.  Separate financial statements  and  certain
other  disclosures  concerning the Guarantors are  not  presented
because,  in the opinion of management, such information  is  not
material to investors.  Other than customary restrictions imposed
by  applicable  corporate statutes, there are no restrictions  on
the  ability of the Guarantors to transfer funds to  ACI  in  the
form of cash dividends, loans or advances.

     In August 1997, AC Hotel Corp. entered into a loan agreement
providing for borrowings of up to $7.5 million for the purpose of
funding  a portion of the construction costs of a 150-room  hotel
at  Ameristar  Vicksburg.  This nonrecourse loan from  a  private
lender  is  secured  by  a deed of trust on  the  hotel  and  the
underlying  land  senior in priority to the  liens  securing  the
Revolving  Credit  Facility.  Borrowings  under  this  loan  bear
interest   at   15  percent  per  annum,  payable   in   periodic
installments. The loan was originally due to mature in July 1998,
but  has  been amended to extend the maturity to June  30,  2000.
The  Company is required to pay a non-usage fee at the rate of  3
percent  per  annum on the undrawn loan balance,  and  draws  are
subject  to  the  satisfaction  of various  conditions  typically
applicable to construction loans.  As of December 31,  1999,  the
balance on this loan was approximately $7.5 million.

     The  mortgages  payable  to  United  States  Department   of
Agriculture  Rural  Economic and Community  Development  Services
Multi-Housing Program provide long-term financing for low  income
housing facilities constructed by the Company.  Monthly principal
and  interest  payments are determined by a  formula  based  upon
demographics of the tenants.  Interest rates on the mortgages may
vary  from 1.0 percent to 11.88 percent.  Provisions of the  loan
agreements require that rents received be used to fund  operating
and maintenance expenses, debt service and reserve accounts.

     The  book value of the Company's long-term debt approximates
fair  value due to the predominantly variable-rate nature of  the
obligations.   Also, fixed rate obligations  are  at  rates  that
approximate  the Company's incremental borrowing  rate  for  debt
with similar terms and remaining maturities.

     Maturities  of  the Company's borrowings for the  next  five
years  as  of  December  31,  1999 are  as  follows  (amounts  in
thousands):

                    2000                 $10,615
                    2001                   6,545
                    2002                  20,545
                    2003                  88,046
                    2004                 115,696
                    Thereafter             1,021
                                        $242,468

NOTE 6 - LEASES

     The  Company  has entered into capitalized lease  agreements
for  land on which Ameristar Vicksburg is situated.  Such  leases
contained  initial terms for rental payments covering the  period
of  project  development and were converted to the primary  lease
terms (as defined below) upon the opening of the project.

     Ameristar  Vicksburg opened on February 27, 1994,  at  which
time  the  primary terms of the leases for four parcels  of  land
became effective.  The primary terms of the leases, expiring from
5  to  30 years from the opening date, require total payments  of
approximately $655,000 per year.  Each lease contains a  purchase
option exercisable at various times during the term of the  lease
generally in varying amounts based on the time of exercise.   The
purchase  options lapse in conjunction with the expiration  dates
of  the  primary terms of the corresponding leases.  The  Company
exercised an option to purchase one of the leasehold parcels  for
$50,000  which closed in December 1999 and exercised options  for
two of the leasehold parcels for approximately $4.6 million which
closed in March 2000. The monthly rent under the remaining  lease
at  March 1, 2000 is approximately $11,000. Assuming the  Company
defers  the  exercise of its purchase option under the  remaining
lease to the expiration of the purchase option, the Company  will
pay  approximately $1.5 million in 2004.  If the Company were  to
accelerate  its exercise of the purchase option to  the  earliest
possible  date, the Company would pay approximately $1.3  million
in  2000. The Company plans to exercise the option for this lease
within  the  next  year. The Company entered  into  a  lease  for
another  parcel,  which became effective  January  1,  2000.  The
initial  term  of  the lease is 3 years and  the  lease  includes
renewal  options for an additional 24 years. The initial term  of
the  lease requires quarterly payments of approximately  $20,000.
The lease contains a purchase option exercisable at various times
during the term of the lease that ranges from approximately  $1.3
million in 2000 to approximately $1.9 million in 2020.

     The  Company  generally may terminate each  lease  upon  the
payment  of  termination penalties.  In addition, if  the  leases
were  terminated, the Company may be required to restore  certain
parcels to their condition prior to the lease commencement  date,
including  the  removal of the cofferdam and  other  improvements
lying  below  the water.  However, the Company has  no  plans  to
abandon the site.

     ACVI  has  entered into a seven-year capitalized  lease  for
restaurant   equipment,   due   in  monthly   payments   totaling
approximately $118,000 per year, through April 2001.   ACVI  also
entered into a five-year capitalized lease for a computer  system
that  was amended in October 1999.  Monthly payments are required
totaling approximately $84,000 per year through September 2002.

     CPI  has  entered into a four-year equipment lease  for  the
financing  of slot equipment at the facility.  Monthly  principal
payments  of $44,000 plus interest are required through May  2001
with a balloon payment in June 2001.

     ACLVI   has  entered  into  a  ten-year  capitalized   lease
agreement  for  signage  at The Reserve,  with  monthly  payments
totaling approximately $210,000 per year through December 2006.

     ACLVI  has entered into a four-year equipment lease for  the
financing  of slot equipment at the facility.  Monthly  principal
payments  of $111,000 plus interest are required through  January
2002  with a balloon payment in February 2002. ACVI also  entered
into  a  five-year  capitalized lease  for  a  telephone  system.
Monthly payments are required totaling approximately $123,000 per
year through February 2003.

     Future  minimum  lease payments required  under  capitalized
leases for the five years subsequent to December 31, 1999 are  as
follows (amounts in thousands):

               2000                              $3,486
               2001                               4,694
               2002                               2,438
               2003                                 756
               2004                                 735
               Thereafter                        10,484
                                                 22,593
               Less: Amount representing          9,144
                interest
               Present value of minimum        $ 13,449
                lease payments


     ACCBI,  as  lessor, has leased a portion  of  the  Ameristar
Council Bluffs site to an independent hospitality company,  which
operates  a 188-room hotel on the property.  The lease is  for  a
period  of 50 years beginning March 1, 1996.  The lease  requires
the  hospitality  company to pay ACCBI base rent  of  $5,000  per
month and percentage rent equal to 5 percent of the hotel's gross
sales in excess of $2.0 million per year.

     ACI has leased office space located in Las Vegas, Nevada  to
serve as its corporate offices.  The office space is leased under
two operating lease agreements.  The agreements require aggregate
monthly  payments  of approximately $52,500, plus  the  Company's
share  of  certain  common area maintenance  expenses.   Payments
under  the  leases  are  subject  to  annual  escalation  clauses
corresponding  to  increases in the cost of  living.   The  first
lease  agreement, covering approximately 90 percent of the office
space  leased  by  the Company, contains two  three-year  renewal
options.  The initial term of the first lease is through December
2001.   The  second  lease agreement, covering  approximately  10
percent  of the office space leased by the Company, contains  two
two-year  renewal options.  The initial term of the second  lease
was  through  January  1998  and the first  two-year  option  was
exercised  with  a  new  expiration date in  January  2000.   The
Company  recorded  rental expense of approximately  $533,000  and
$552,000 under these leases in the years ended December 31, 1998,
and 1999, respectively.


NOTE 7 - BENEFIT PLANS

  401(k) plan

     The Company instituted a defined contribution 401(k) plan in
March  1996 which covers all employees who meet certain  age  and
length   of   service   requirements  and  allows   an   employer
contribution up to 50 percent of the first four percent  of  each
participating  employee's compensation.   Plan  participants  can
elect   to   defer   before-tax  compensation   through   payroll
deductions.   These deferrals are regulated under Section  401(k)
of   the   Internal   Revenue  Code.   The   Company's   matching
contribution were $570,000, $485,000 and $585,000 for the  fiscal
years ended December 31, 1997, 1998, and 1999, respectively.

  Insurance plan

     The Company has a qualified employee insurance benefit trust
covering all employees on a regular basis who work an average  of
32  hours  or  more  per  week on a  regular  basis.   The  Trust
Committee  determines amount of the Company's contribution.   The
plan  also  requires  contributions from eligible  employees  and
their  dependents.  The Company's contribution  expense  for  the
plan was approximately $3,834,000, $4,950,000 and $6,958,000  for
the years ended December 31, 1997, 1998 and 1999, respectively.

  Stock Option Plans

     On  June  11, 1999, the Company's stockholders approved  the
Ameristar  Casinos,  Inc. 1999 Stock Incentive  Plan  (the  "1999
Stock Incentive Plan"), which had previously been adopted by  the
Board  of  Directors subject to stockholder approval.   The  1999
Stock  Incentive  Plan  provides for  the  grant  of  options  to
purchase  Common  Stock intended to qualify  as  incentive  stock
options or non-qualified options and also provides for grants  of
"restricted   stock."    All  officers,   directors,   employees,
consultants,  advisors, independent contractors  and  agents  are
eligible  to  receive options and/or restricted stock  under  the
1999 Stock Incentive Plan, except that only employees may receive
incentive  stock options.  The maximum number of shares available
for  issuance  under the 1999 Stock Incentive Plan is  2,600,000;
provided,  however, that no award of a stock option or restricted
stock  may  be made at any time if, after giving effect  to  such
award,  (1) the total number of shares of stock issued  upon  the
exercise of options under the 1999 Stock Incentive Plan  and  the
Company's  existing  Management Stock Option Incentive  Plan,  as
amended  and  restated through September 4, 1996 (the "Management
Option Plan" and together with the 1999 Stock Incentive Plan, the
"Stock Incentive Plans"), plus (2) the total number of shares  of
stock  issuable upon exercise of all outstanding options  of  the
Company  under  the  Stock Incentive Plans, plus  (3)  the  total
number  of shares of stock underlying awards of restricted  stock
under  the  1999  Stock  Incentive  Plan  (whether  or  not   the
applicable  restrictions  have  lapsed)  would  exceed  2,600,000
shares.   No  person eligible to receive options under  the  1999
Stock Incentive Plan may receive options for the purchase of more
than  200,000  shares  in  any calendar  year.   The  1999  Stock
Incentive Plan is administered by the Board of Directors  or,  in
its discretion, by a Committee of the Board of Directors.

     Upon  the approval of the 1999 Stock Incentive Plan  by  the
Company's  stockholders,  the  issuance  of  options  under   the
Company's  existing Management Stock Option Incentive  Plan  (the
"Management  Option  Plan"  and  together  with  the  1999  Stock
Incentive Plan, the "Stock Incentive Plans") was terminated.  The
Management  Option  Plan provided for the  grant  of  options  to
purchase  Common  Stock intended to qualify  as  incentive  stock
options  or  non-qualified  options.   All  officers,  directors,
employees,  consultants,  advisors, independent  contractors  and
agents  were  eligible  to receive options under  the  Management
Option  Plan, except that only employees were eligible to receive
incentive stock options.  At the time the Management Option  Plan
was    terminated,   1,262,700   options   remained   outstanding
thereunder.  The maximum number of shares available for  issuance
under the Management Option Plan was 1,600,000, and no person was
eligible to receive options under the Management Option Plan  for
the  purchase of more than an aggregate of 200,000  shares.   The
Management Option Plan is administered by the Board of  Directors
or, in its discretion, by a Committee of the Board of Directors.

     The  exercise price of incentive stock options granted under
the  Option Plans must be at least equal to the fair market value
of  the  shares on the date of grant (110 percent of fair  market
value in the case of participants who own shares possessing  more
than 10 percent of the combined voting power of the Company)  and
may  not have a term in excess of 10 years from the date of grant
(five  years  in the case of participants who are  more  than  10
percent  stockholders).  With certain limited exceptions, options
granted under the Option Plans are not transferable other than by
will or the laws of descent and distribution.

     In  December 1998, certain stock options granted  under  the
Management  Option  Plan were amended to  reduce  the  per  share
exercise  prices  to  $2.64 (the market  price  on  the  date  of
amendment)  from initial exercise prices ranging  from  $2.78  to
$6.13.   Other than the exercise price, the option terms remained
the  same  with  respect to the vesting date  and  the  remaining
contractual life.

     The  Company  previously maintained a Non-Employee  Director
Stock  Option Plan ("Director Plan") which provided for the grant
of  non-qualified options to purchase Common Stock  to  the  non-
employee  members  of  the  Company's Board  of  Directors.   The
issuance  of  new  stock  options under  the  Director  Plan  was
terminated  in  June 1997.  The Director Plan is administered  by
the  Board  of  Directors.  Under the Director  Plan,  each  non-
employee director was automatically granted an initial option  to
purchase  1,000 shares of Common Stock and automatically  granted
an  option to purchase an additional 1,000 shares of Common Stock
on  each  anniversary of such date if he remained a  non-employee
director  on  that anniversary date.  Options granted  under  the
Director  Plan  have an exercise price equal to the  fair  market
value  of the shares on the date of grant and have a term  of  10
years from the date of grant.  Options granted under the Director
Plan  become exercisable one year from the date of grant and  are
not  transferable other than by will or the laws of  descent  and
distribution.   Options exercisable for 8,000  shares  of  Common
Stock remain outstanding under the Director Plan.

     The  Company  accounts  for  its stock  option  plans  under
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued  to Employees," under which no compensation cost has  been
recognized.    Had  compensation  cost  for  these   plans   been
determined  consistent with SFAS No. 123, "Accounting for  Stock-
Based Compensation," the Company's net income (loss) and earnings
(loss)  per  share would have been reduced to the  following  pro
forma amounts:

                                      Years ended December 31,
                                    1997        1998        1999
                         (Amounts in Thousands, Except Per Share Data)

  Net income (loss): As reported  $ 9,695     $(12,715)    $   205
                     Pro forma      9,491      (13,002)       (246)
  Earnings (loss) per
   share:            As reported  $  0.48     $  (0.62)    $  0.01
                     Pro forma       0.47        (0.64)      (0.01)

     The  fair  value of each option granted (or repriced  during
the  period for which SFAS 123 is effective) is estimated on  the
date  of  grant  (or  repricing) using the  Black-Scholes  option
pricing  model  with  the following weighted-average  assumptions
used   for  grants  (or  repricings)  in  1997,  1998  and  1999,
respectively:  risk-free interest rates  of  6.2,  4.5,  and  5.8
percent;  expected  volatility of 63, 58  and  58  percent.   The
expected  lives  of the options are 5 years for  1997,  1998  and
1999.  No dividends are expected to be paid.

     Because  the SFAS No. 123 method of accounting has not  been
applied  to  options  granted  prior  to  January  1,  1995,  the
resulting  pro  forma compensation cost may not be representative
of that to be expected in future years.

     Summarized  information for the stock  option  plans  is  as
follows:
<TABLE>

                                1997                 1998                 1999
                                 Wtd. avg.            Wtd. avg.            Wtd.avg.
                         Shares  ex. price    Shares  ex. price    Shares  ex. price
<S>                   <C>          <C>       <C>       <C>      <C>         <C>
 Options outstanding,
  beginning of year     566,000    $ 6.25     594,500  $ 6.12    1,140,110  $ 2.68
 Granted                150,000      5.32     833,610    2.69      579,170    3.52
 Exercised                   -                     -               (15,264)   2.64
 Canceled              (121,500)     9.57    (288,000)   6.22     (262,506)   2.86
 Options outstanding,
  end of year           594,500      6.12   1,140,110    2.68    1,441,510    2.99
 Options available
  for grant           1,013,500               467,890            1,158,490
 Options exercisable,
  end of year           233,800      6.25     184,300    2.75      382,184    2.78
 Weighted average
  fair value
 of options granted   $    3.14              $   1.18            $    1.94
</TABLE>

     At  December  31,  1999,  932,840 of the  1,441,510  options
outstanding  have  an exercise price of $2.64,  with  a  weighted
average  exercise price of $2.64 and a weighted average remaining
contractual  life of 7.9 years. 500,670 options outstanding  have
exercise prices between $2.75 and $4.14, with a weighted  average
exercise   price  of  $3.54  and  a  weighted  average  remaining
contractual  life  of 9.5 years.  6,000 options outstanding  have
exercise prices between $5.13 and $6.50, with a weighted  average
exercise   price  of  $5.88  and  a  weighted  average  remaining
contractual life of 6.2 years.  The remaining 2,000 options  have
an  outstanding  exercise  price  of  $16.00,  with  a  remaining
contractual life of 4.2 years.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

  Litigation

     The  Company is engaged in several legal actions arising  in
the  ordinary  course of business.  With respect to  these  legal
actions,  the  Company  believes  that  it  has  adequate   legal
defenses,  insurance coverage or indemnification  protection  and
believes  that the ultimate outcome(s) will not have  a  material
adverse impact on the Company's financial position.

     In  June  1998,  ACVI received a letter from  the  Financial
Crimes  Enforcement  Network  ("FinCEN")  of  the  Department  of
Treasury  identifying  26 alleged currency transaction  reporting
failures  or  errors  that were discovered in  an  audit  by  the
Internal  Revenue  Service  covering  an  approximately  13-month
period  following  the opening of Ameristar Vicksburg.  In  early
2000, the Company settled this matter with FinCEN by agreeing  to
pay  a  civil monetary penalty. In addition to paying  the  civil
penalty,  ACVI has implemented various steps intended to  improve
compliance with the currency transaction reporting requirements.

     E.  L. Pennebaker, Jr., et. al. v. ACI, et. al.  On February
23,  1998, E. L. Pennebaker, Jr. filed a complaint in the Circuit
Court of Pike County, Mississippi against ACI, Harrah's Vicksburg
Corporation   ("HVC"),  Riverboat  Corporation  of   Mississippi-
Vicksburg  ("RCMV"), and Deposit Guaranty National Bank ("DGNB").
The  matter  is pending as case number 98-0047-B (the "Pennebaker
case").  The complaint was amended in February 1998 to add  James
F.  Belisle,  Multi  Gaming Management,  Inc.  and  Multi  Gaming
Management  of  Mississippi, Inc. as additional plaintiffs.   The
complaint  was  further  amended in  March  1999  to  modify  the
specific  claims alleged by the plaintiffs.  The  plaintiffs  are
property  owners or claim to have contract rights in  a  proposed
casino/racetrack development along the Big Black River in  Warren
County, Mississippi.  They allege they would have profited if the
Mississippi Gaming Commission had found suitable for a  casino  a
location  along  that  river  that was  controlled  by  Horseshoe
Gaming,  Inc.  or its affiliates.  The plaintiffs further  allege
that the defendants entered into an agreement to hinder trade and
restrain competition in the gaming industry in violation  of  the
antitrust laws and the gaming laws of Mississippi.  Specifically,
the  plaintiffs  allege  the defendants conducted  an  aggressive
campaign  in  opposition to the application of Horseshoe  Gaming,
Inc.  for  a  gaming site on the Big Black River.  The plaintiffs
also  allege that the defendants tortiously interfered  with  the
plaintiffs'   business   relations.    The   plaintiffs    allege
compensatory damages of $38 million and punitive damages of  $200
million.

     The  trial  in this case was held in October 1999, following
which  the jury rendered joint and several verdicts in  favor  of
the  plaintiffs against ACI, HVC and DGNB on the conspiracy count
and  against  ACI and HVC on the restraint of trade and  tortious
interference counts.  RCMV settled with the plaintiffs  prior  to
trial, and the damage amounts have been reduced by the settlement
amount  paid by RCMV.  The net damages awarded to the  plaintiffs
total  $3,792,000, of which ACI's pro rata portion is $1,685,333.
These  damages are compensatory only as the court did  not  allow
the  jury to consider an award of punitive damages.  Judgment was
entered on November 8, 1999, and ACI has appealed the case to the
Mississippi  Supreme  Court and otherwise intends  to  vigorously
defend against the plaintiffs' claims.  Post-judgment interest on
the  damages will accrue at the rate of 8 percent per annum,  and
if  an  appeal  is  unsuccessful, the plaintiffs  would  also  be
entitled to a premium of 15% of the damages amount.

     Mr.   Pennebaker  has  also  filed  a  petition   with   the
Mississippi  Gaming  Commission requesting that  the  Mississippi
Gaming  Commission order ACI, HVC and RCMV to stop  opposing  the
approval and construction of a casino on the Big Black River  and
for   such   other  corrective  and  punitive  action  that   the
Mississippi  Gaming Commission might find appropriate.   ACI  has
been  advised that no action is required by it in connection with
this   petition  unless  requested  by  the  Mississippi   Gaming
Commission.

     Walter  H. Gibbes, Jr. and Margaret S. Dozier v. ACI et  al.
On November 22, 1999, Mr. Gibbes and Ms. Dozier filed a complaint
in  the  Circuit Court of Pike County, Mississippi  against  ACI,
HVC,  Isle  of Capri Casinos, Inc. (the parent company  of  RCMV;
"ICC")  and  DGNB.  The matter is pending as cause no. 99-0157-B.
ACI   believes  that  the  plaintiffs  were  partners  with   Mr.
Pennebaker in a partnership that held an option to a real  estate
parcel  along the Big Black River that is adjacent to the  parcel
that  was  the subject of the Horseshoe Gaming, Inc. application.
The  allegations in the complaint are substantially the  same  as
those  in  the  complaint in the case previously brought  by  the
plaintiffs   in   the  Pennebaker  case.   The  plaintiffs   seek
$4,567,500  in  actual  damages  and  an  unspecified  amount  of
punitive damages.

     The  defendants have removed this case to the United  States
District  Court  for  the  Southern District  of  Mississippi  on
diversity jurisdiction and federal question grounds.  The case is
now  pending  in  federal court as cause  no.  3:99cv911WS.   The
plaintiffs  have filed a motion to remand the case  back  to  the
Pike County circuit court, which has not yet been ruled on by the
federal  court.   ACI  intends to continue to  vigorously  defend
against this cause of action.


NOTE 9 - RELATED PARTY TRANSACTIONS

     The  Company engages Neilsen and Company to provide  certain
construction  and professional services, office space  and  other
equipment  and facilities.  Neilsen and Company is controlled  by
the  principal  stockholder and President of the Company.   Total
payments to Neilsen and Company were $43,000, $33,000 and $44,000
for   the   years  ended  December  31,  1997,  1998  and   1999,
respectively.   The  Company also leases office  space  from  the
Lynwood  Shopping Center which until recently was  controlled  by
the  principal  stockholder and President of the Company.   Total
payments to the Lynwood Shopping Center were $31,000, $23,000 and
$7,000  for  the  years ended December 31, 1997, 1998  and  1999,
respectively. In September 1999, the Lynwood Shopping Center  was
sold  to an unrelated party. In management's opinion, at the time
the above described transactions were entered into, they were  in
the  best  interest of the Company and on terms as  fair  to  the
Company as could have been obtained from unaffiliated parties.


NOTE 10 - GEM GAMING, INC. MERGER

     On  October  9,  1996, Gem Gaming, Inc.  ("Gem"),  a  Nevada
Corporation, was merged with and into ACLVI, pursuant to a merger
agreement  entered into on May 31, 1996, as amended in  July  and
October,  1996  (the  "Merger Agreement").   Gem  was  originally
established to develop The Reserve.  Activities relating  to  The
Reserve   have  been  included  in  the  consolidated   financial
statements of the Company since October 9, 1996.  The  merger  of
Gem  into  ACLVI  was  recorded  using  the  purchase  method  of
accounting.

     In  connection with the closing of the Merger Agreement, the
Company   originally   issued  notes  payable   to   the   former
stockholders  of  Gem (the "Gem Stockholders") in  the  principal
amount  of $35,375,000. Due to certain disputes between  the  Gem
Stockholders and the Company surrounding the Merger Agreement, an
arbitration  proceeding  brought by the Company  was  settled  by
mutual  agreement (the "Gem Settlement Agreement") in June  1997.
The  Gem Settlement Agreement provides that the Company will  pay
to  the  Gem  Stockholders $32.7 million  in  installments,  plus
interest, in lieu of the consideration provided for in the Merger
Agreement.   The Company made an initial payment of $4.0  million
to   the  Gem  Stockholders  and  issued  unsecured  subordinated
promissory  notes  for  the balance of $28.7  million  (the  "Gem
Notes"  -  See  Note  5).  The Gem Notes are subordinate  to  the
Revolving  Credit  Facility, the Senior  Subordinated  Notes  and
other  long-term indebtedness of ACI specified by  ACI  up  to  a
maximum of $250 million.



NOTE 11 - OTHER INFORMATION

     On  October  28,  1999, ACSLI, a newly formed  wholly  owned
subsidiary of ACI, filed an application with the Missouri  Gaming
Commission  seeking  a  gaming  license  for  a  site  along  the
Mississippi  River in Lemay, Missouri, a community in  South  St.
Louis  County.  In conjunction with this application,  ACSLI  has
entered into an agreement with the current lessee of the proposed
site  for  the  assignment of the lease.  The  Company  has  also
recently obtained a commitment to refinance its Revolving  Credit
Facility,  increasing its available borrowing capacity to  $265
million  to  fund a substantial portion of the development  costs
for  this project.  The balance of the financing for this project
will be provided primarily by operating cash flow.

     The  Company's  current plans for the Ameristar  Casino  St.
Louis  at Lemay call for a floating barge located within a  basin
and  integrated  within  a larger main frame  structure  that  is
adjacent  to  the  Mississippi River.  The Company  expects  that
the  project  will consist of a single  level  building  of
approximately  215,920  square feet  and  that  the  casino  will
consist of 70,000 square feet of floating gaming area with  2,000
slot  machines, 50 blackjack tables, two Roulette  or  big  wheel
games, eight crap/dice games, one cashier coin cage with slot and
table  fills  and  three change booths with  beverage  dispensing
counters.   The  project is expected to include two  casino  bars
with  service stations, including a 50-seat entertainment lounge,
as  well as several restaurants, meeting rooms, a Missouri retail
shop  and  a  VIP  lounge.  The total cost  for  development  and
construction  of  the project is expected to be  approximately  $150
million.  The project also  calls for a 150-room hotel adjacent to
the casino to be built by a strategic partner.

       This  project is in the preliminary stages and subject  to
numerous  contingencies, including, for example, the satisfactory
completion  of  due diligence concerning the proposed  site,  the
selection of the Company's application for investigation  by  the
Missouri  Gaming  Commission, obtaining various other  regulatory
permits  and approvals and completing financing arrangements  for
the  project. The project is also subject to various  development
and   construction  risks  typical  of  large-scale   development
projects  of this type.  Accordingly, there can be no  assurances
concerning  the  success of the Company's  efforts  to  obtain  a
gaming license and to pursue the development of this project. The
Company  recently submitted a revised application  for  a  gaming
license  to  the  Missouri  Gaming  Commission  and  expects  the
Missouri  Gaming Commission to take action with  respect  to  its
application during 2000.



NOTE 12 -  SUBSEQUENT EVENTS

     In  June  1998,  ACVI received a letter from  the  Financial
Crimes  Enforcement  Network  ("FinCEN")  of  the  Department  of
Treasury  identifying  26 alleged currency transaction  reporting
failures  or  errors  that were discovered in  an  audit  by  the
Internal  Revenue  Service  covering  an  approximately  13-month
period  following  the opening of Ameristar Vicksburg.  In  early
2000, the Company settled this matter with FinCEN by agreeing  to
pay  a  civil monetary penalty. In addition to paying  the  civil
penalty,  ACVI has implemented various steps intended to  improve
compliance with the currency transaction reporting requirements.

     The  Company  entered into a lease for  4.3  acres  of  land
adjacent  to  the Ameristar Vicksburg Casino site,  which  became
effective  January 1, 2000. The initial term of the  lease  is  3
years and the lease includes renewal options for an additional 24
years.  The initial term of the lease requires quarterly payments
of  approximately $20,000. The lease contains a  purchase  option
exercisable  at various times during the term of the  lease  that
ranges  from  approximately $1.3 million in 2000 to approximately
$1.9 million in 2020.

     On  March 1, 2000, ACVI exercised its purchase option on one
of   the  parcels  of  the  Ameristar  Vicksburg  site  that  had
previously  been under lease.  The purchase price for the  parcel
was  $4,579,725.85  and was paid for by ACVI  entering  into  two
promissory  notes in favor of the Seller of the parcels,  one  in
the  principal amount of $250,000 and the second in the principal
amount  of  $4,329,725.85.  The $250,000  promissory  note  bears
interest  at  the  rate of 10.0% per annum,  with  principal  and
interest   payable   in  12  equal  monthly  installments.    The
$4,329,725.85 promissory note bears interest at the rate of 10.0%
per  annum, with principal and interest payable in equal  monthly
installments through February 1, 2024.






EXHIBIT  DESCRIPTION OF EXHIBIT         METHOD OF FILING
NUMBER

 3.1   Articles of Incorporation of   Incorporated by reference
       Ameristar Casinos, Inc.        to Exhibit 3.1 to
       ("ACI").                       Registration Statement on
                                      Form S-1 filed by ACI
                                      under the Securities Act
                                      of 1933, as amended (File
                                      No. 33-68936) (the "Form S-
                                      1").

 3.2   Bylaws of ACI.                 Incorporated by reference
                                      to Exhibit 3.2 to ACI's
                                      Annual Report on Form 10-K
                                      for the year ended
                                      December 31, 1995 (the
                                      "1995 10-K").

 4.1   Specimen Common Stock          Incorporated by reference
       Certificate                    to Exhibit 4 to Amendment
                                      No. 2 to the Form S-1.

4.2(a) Credit Agreement, dated as of  Incorporated by reference
       July 8, 1997, among ACI,       to Exhibits 4.1 and 99.1
       Cactus Pete's, Inc. ("CPI"),   to the Current Report on
       Ameristar Casino Vicksburg,    Form 8-K of ACI filed on
       Inc. ("ACVI"), Ameristar       July 30, 1997 (the "July
       Casino Council Bluffs, Inc.    1997 8-K").
       ("ACCBI") and Ameristar
       Casino Las Vegas, Inc.
       ("ACLVI"), as Borrowers, the
       Lenders named therein, and
       Wells Fargo Bank, National
       Association ("WFB") as
       Arranger, Agent Bank and
       Swingline Lender, together
       with a list describing
       omitted schedules and
       exhibits thereto.

4.2(b) First Amendment to Credit      Incorporated by reference
       Agreement, dated as of         to Exhibit 4.2(b) to ACI's
       September 9, 1998, among ACI,  Annual Report on Form 10-K
       CPI, ACVI, ACCBI, ACLVI, the   for the year ended
       lenders named therein and      December 31, 1998 (the
       WFB, as Swingline Lender and   "1998 10-K").
       Agent Bank.

4.2(c) Interest Rate Collar           Incorporated by reference
       Agreement, dated August 10,    to Exhibit 4.2(b) to the
       1998, between ACI and WFB.     1998 10-K.

4.3(a) Indenture, dated as of July    Incorporated by reference
       15, 1997, among ACI, ACLVI,    to Exhibit 4.2 to the July
       ACVI, A.C. Food Services,      1997 8-K.
       Inc. ("ACFSI"), AC Hotel
       Corp. ("ACHC"), ACCBI and
       First Trust National
       Association, including the
       forms of Notes and Subsidiary
       Guarantees issued thereunder.

4.3(b) Supplemental Indenture, dated  Incorporated by reference
       as of October 24, 1997, among  to Exhibit 4.1(c) to
       ACI, CPI, ACLVI, ACVI, ACFSI,  Amendment No. 1 to
       ACHC, ACCBI and First Trust    Registration Statement on
       National Association.          Form S-4 filed by ACI,
                                      CPI, ACVI, ACCBI, ACLVI,
                                      ACFSI and ACHC under the
                                      Securities Act of 1933, as
                                      amended (File No. 333-
                                      34381) (the "Form S-4").

 4.4   Other Long-Term Debt.          See Exhibits 10.9(e)-(j)
       See Exhibits 10.9(e)-(j) and   and 99.1.
       99.1.

*10.1  Employment Agreement, dated    Incorporated by reference
  (a)  November 15, 1993, between     to Exhibit 10.1(a) to
       ACI and Thomas M. Steinbauer.  ACI's Annual Report on
                                      Form 10-K for the year
                                      ended December 31, 1994
                                      (the "1994 10-K").

*10.1  Employment Agreement, dated    Incorporated by reference
  (b)  as of August 23, 1999,         to Exhibit 10.1 to ACI's
       between Ameristar Casinos,     Quarterly Report on Form
       Inc. and Gordon R. Kanofsky    10-Q for the quarter ended
                                      September 30, 1999.

*10.2  Ameristar Casinos, Inc. 1993   Incorporated by reference
       Non-Employee Director Stock    to Exhibit 10.2 to ACI's
       Option Plan, as amended and    Quarterly Report on Form
       restated.                      10-Q for the quarter ended
                                      June 30, 1994.

*10.3  Ameristar Casinos, Inc.        Incorporated by reference
       Management Stock Option        to Exhibit 10.3 to ACI's
       Incentive Plan, as amended     Quarterly Report on Form
       and restated.                  10-Q for the quarter ended
                                      September 30, 1996.

*10.4  1999 Stock Incentive Plan of   Incorporated by reference
       Ameristar Casinos, Inc.        to Exhibit 10.6 to ACI's
                                      Quarterly Report on Form
                                      10-Q for the quarter ended
                                      June 30, 1999.

*10.5  Form of Indemnification        Incorporated by reference
       Agreement between ACI and      to Exhibit 10.33 to
       each of its directors and      Amendment No. 2 to the
       officers.                      Form S-1.

*10.6  Housing Agreement, dated       Incorporated by reference
       November 15, 1993 between CPI  to Exhibit 10.17 to the
       and Craig H. Neilsen.          1994 10-K.

 10.7  Plan of Reorganization, dated  Incorporated by reference
       November 15, 1993, between     to Exhibit 2.1 to the 1994
       ACI and Craig H. Neilsen in    10-K.
       his individual capacity and
       as trustee of the
       testamentary trust created
       under the last will and
       testament of Ray Neilsen
       dated October 9, 1963.

 10.8  Excursion Boat Sponsorship     Incorporated by reference
       and Operations Agreement,      to Exhibit 10.15 to the
       dated September 15, 1994,      1995 10-K.
       between Iowa West Racing
       Association and ACCBI.

10.9   Merger Agreement, dated as of  Incorporated by reference
 (a)   May 31, 1996, among Gem        to Exhibits 10.1 and 99.1
       Gaming, Inc. ("Gem"), ACI,     to ACI's Quarterly Report
       ACLVI, Steven W. Rebeil        on Form 10-Q for the
       ("Rebeil") and Dominic J.      quarter ended June 30,
       Magliarditi ("Magliarditi"),   1996 (the "June 1996 10-
       together with a list           Q").
       describing omitted schedules
       and exhibits thereto.

10.9   First Amendment to Merger      Incorporated by reference
 (b)   Agreement, dated July 2,       to Exhibit 10.5 to the
       1996, among Gem, ACI, ACLVI,   June 1996 10-Q.
       Rebeil and Magliarditi.

10.9   Second Amendment to Merger     Incorporated by reference
 (c)   Agreement, dated as of         to Exhibits 10.1 and 99.1
       September 27, 1996, among      to the Current Report on
       Gem, ACI, ACLVI, Rebeil and    Form 8-K of ACI filed on
       Magliarditi, together with a   October 24, 1996.
       list describing omitted
       schedules and exhibits
       thereto.

10.9   Settlement Agreement, dated    Incorporated by reference
 (d)   as of May 3, 1997, among ACI,  to Exhibit 10.1 to ACI's
       ACLVI, Rebeil, Magliarditi,    Quarterly Report on Form
       Gem Air, Inc. and NVAGAIR.     10-Q for the quarter ended
                                      March 31, 1997.

10.9   Promissory Note, dated as of   Incorporated by reference
 (e)   June 1, 1997, made by ACI      to Exhibit 10.8(k) to the
       payable to the order of        Form S-4.
       Rebeil in the original
       principal amount of
       $13,232,146.

10.9   Promissory Note, dated as of   Incorporated by reference
 (f)   June 1, 1997, made by ACI      to Exhibit 10.8(k) to the
       payable to the order of        Form S-4.
       Magliarditi in the original
       principal amount of $417,854.

10.9   Non-Negotiable     Promissory  Filed electronically
 (g)   Note,  dated  as of  November  herewith.
       11, 1999, made by ACI payable
       to    Magliarditi   in    the
       original principal amount  of
       $179,080.

10.9   Non-Negotiable Promissory      Filed electronically
 (h)   Note, dated as of November     herewith.
       11, 1999, made by ACI payable
       to Magliarditi in the
       original principal amount of
       $280,100.

10.9   Non-Negotiable Promissory      Filed electronically
 (i)   Note, dated as of November     herewith.
       11, 1999, made by ACI payable
       to Rebeil in the original
       principal amount of
       $5,670,920.

10.9   Non-Negotiable  Promissory     Filed electronically
 (j)   Note,  dated  as of  November  herewith.
       11, 1999, made by ACI payable
       to  Rebeil  in  the  original
       principal amount of $8,869,900.

10.10  Lease, dated December 11,      Incorporated by reference
  (a)  1992, between Martha Ker       to Exhibit 10.4 to the
       Brady Lum et. al. and ACVI as  Form S-4.
       the assignee of Craig H.
       Neilsen.

10.10  First Amendment to Lease       Incorporated by reference
  (b)  Agreement, dated June 1,       to Exhibit 10.4(b) to the
       1995, between Lawrence O.      1995 10-K.
       Branyan, Jr., as trustee of
       the Brady-Lum Family Trust
       dated May 15, 1993 and ACVI.

10.11  Settlement, Use and            Incorporated by reference
       Management Agreement and DNR   to Exhibits 10.12 and 99.1
       Permit, dated May 15, 1995,    to ACI's Annual Report on
       between the State of Iowa      Form 10-K for the year
       acting through the Iowa        ended December 31, 1996.
       Department of Natural
       Resources and ACCBI as the
       assignee of Koch Fuels, Inc.

10.12**Asset Purchase and Sale        Filed electronically
       Agreement, dated as of         herewith.
       February 15, 2000, between
       Futuresouth, Inc., Southboat
       Lemay, Inc., Southboat
       Limited Partnership and
       Ameristar Casino St. Louis,
       Inc.

 21.1  Subsidiaries of ACI.           Filed electronically
                                      herewith.

 23.1  Consent of Arthur Andersen     Filed electronically
       LLP.                           herewith.

 27.1  Financial Data Schedule        Filed electronically
                                      herewith.

 99.1  Agreement to furnish the       Filed electronically
       Securities and Exchange        herewith.
       Commission certain
       instruments defining the
       rights of holders of certain
       long-term debt.
_________________________________
*    Denotes  a  management  contract  or  compensatory  plan  or
arrangement.

**  Portions of this Exhibit have been deleted pursuant to the
Company's request for confidential treatment pursuant to Rule 24b-
2 promulgated under the Securities Exchange Act.