EXHIBIT 10.9(J)

                 NON-NEGOTIABLE PROMISSORY NOTE


     1.    Promise  to Pay.  For good and valuable consideration,
AMERISTAR  CASINOS,  INC.,  a  Nevada  corporation  ("Borrower"),
promises to pay to STEVEN W. REBEIL, as an individual and in  his
capacity  as  trustee  of the Karizma Trust  created  under  that
certain   Trust  Agreement  dated  July  2,  1991,   as   amended
("Lender"),  $8,869,900  with interest on  the  unpaid  principal
balance  at eight percent (8%) per annum simple interest (subject
to  Paragraph  2) (the "Interest Rate") from June 1,  1997  until
paid  in  accordance with the terms contained  herein.   Interest
shall  be computed on the basis of a 365-day year and the  actual
number of days elapsed.  Should any accrued interest not be  paid
on any Interest Payment Date, it shall thereafter accrue interest
as  principal.   All payments shall be made by wire  to  Lender's
account  at  Bank of America, NT &SA, ABA Routing No.: 121000358,
Account No.: 0202702714, or at such other place as the holder  of
this Note may from time to time designate.  All payments shall be
applied  first  to  accrued interest and then  to  the  principal
balance.

     2.   Payment Schedule.  This Note may be prepaid in whole or
in part at any time without penalty.  Borrower shall pay interest
accruing  under this Note as follows: (a) interest accruing  from
the  date  hereof  through July 20, 1997 shall be  paid  (to  the
extent  not  previously  paid) on July  20,  1997;  (b)  interest
accruing  from  and after July 21, 1997 shall  be  paid  (to  the
extent  not previously paid) on the twentieth (20th) day of  each
October,  January,  April and July thereafter until  October  20,
1998;  and (c) interest accruing from and after October 21,  1998
shall  be  paid  (to  the  extent not  previously  paid)  on  the
twentieth (20th) day of each calendar month thereafter until  the
date (the "Payment Termination Date") that is the earlier of  the
Maturity Date or the date when the principal amount of,  and  all
accrued interest on, this Note has been paid in full.  Each  date
upon  which  a  payment is required to be made  pursuant  to  the
foregoing  provisions  of this Section 2  shall  be  referred  to
herein  as  a  "Payment Date."  In addition, Borrower  shall  pay
installments of  principal as follows:

      (1)  On January 20, 2004, Borrower shall pay $502,627.19 to
Lender as an installment of principal; and

      (2)   On  July 20, 2004, Borrower shall pay $886,990.02  to
Lender as an installment of principal.

     If  on any Payment Date before the Payment Termination Date,
Borrower  fails to make any payment of interest or  principal  to
Lender,  as  required  above, and Borrower  fails  to  cure  such
failure  within ten (10) days after receiving written  notice  of
such failure from Lender, then, commencing as of the next Payment
Date, the Interest Rate hereunder shall be increased as follows:

         (i)   With  respect  to  the first  such  increase,  the
     Interest  Rate shall be increased so that the Interest  Rate
     shall  thereafter  equal  eleven  and  four  tenths  percent
     (11.4%) per annum simple interest;

          (ii)  With  respect  to the second such  increase,  the
     Interest  Rate shall be increased so that the Interest  Rate
     shall  thereafter  equal fourteen and  seven-tenths  percent
     (14.7%) per annum simple interest;  and

          (iii)     With respect to the third such increase,  the
     Interest  Rate shall be increased so that the Interest  Rate
     shall  thereafter  equal eighteen percent  (18%)  per  annum
     simple  interest.  The Interest Rate shall not be  increased
     to  a  level greater than eighteen percent (18%)  per  annum
     simple interest.

     3.    Maturity.   All  unpaid  principal  and  accrued,  but
unpaid,  interest shall be due and payable on December  31,  2004
(the "Maturity Date").

     4.   Subordination.

          4.1    Note   Subordinated  to   Senior   Indebtedness.
Anything herein to the contrary notwithstanding, each of Borrower
and  Lender  agrees  that  the payment of  the  Obligations  with
respect  to this Note is subordinated, to the extent and  in  the
manner provided in this Paragraph 4, to the prior payment in full
in  cash  of  all  Senior Indebtedness.  The provisions  of  this
Paragraph  4  are made for the benefit of the holders  of  Senior
Indebtedness and holders of Senior Indebtedness may  enforce  the
provisions  of  this Paragraph 4 without any need to  demonstrate
any reliance hereon.

          4.2   No  Payment  on  Note  in Certain  Circumstances.
Unless  Subparagraph 4.3 shall be applicable, upon  (i)  (A)  the
occurrence  of any default in the payment of all or  any  portion
then  due of  principal of, premium, if any, or interest  on  any
Senior  Indebtedness,  (B)  the occurrence  of  any  event  which
entitles one or more persons to act to accelerate the maturity of
any  Senior  Indebtedness or (C) the existence of  any  facts  or
circumstances which would result in the occurrence of  any  event
described  in clause (A) or clause (B) if Borrower were  to  make
any  payment  hereunder (any event described  in  clause  (A)  or
clause  (B) or facts or circumstances described in clause (C),  a
"Senior  Indebtedness Default") and (ii) receipt  by  the  Lender
from   the   indenture  trustee  or  other  trustee,   agent   or
representative for any Senior Indebtedness (the "Representative")
of  written notice of such Senior Indebtedness Default,  then  no
direct  or  indirect payments or distribution of  any  assets  of
Borrower  of any kind or character shall be made by or on  behalf
of  Borrower  on account of the Obligations on this  Note  or  on
account  of  the  purchase or redemption or other acquisition  of
this  Note  whether pursuant to the terms of this  Note  or  upon
acceleration   or   otherwise  unless  and  until   such   Senior
Indebtedness  Default shall have been cured or  waived  or  shall
have  ceased  to exist, or such Senior Indebtedness as  to  which
such   Senior  Indebtedness  Default  relates  shall  have   been
discharged  or  paid in full in cash, after which Borrower  shall
resume  making any and all required payments in respect  of  this
Note,   including  any  missed  payments.   In  the  event  that,
notwithstanding the foregoing, the Lender or any holder  of  this
Note  shall  have received any payment or distribution prohibited
by  the foregoing provisions of this Subparagraph 4.2, then  such
payment or distribution shall be received, segregated from  other
funds,  and held in trust by Lender or such other holder of  this
Note,  as  the  case  may  be,  for the  benefit  of,  and  shall
immediately  be  paid  over  and  delivered  forthwith   to   the
Representatives  or  as a court of competent  jurisdiction  shall
direct.

          4.3   Note Subordinated to Prior Payment of All  Senior
Indebtedness  on  Dissolution, Liquidation or  Reorganization  of
Borrower.  Upon any payment or distribution of assets of Borrower
of   any  kind  or  character,  whether  in  cash,  property   or
securities,  upon any dissolution, winding-up, total  or  partial
liquidation  or  total  or  partial  reorganization  of  Borrower
(including,  without  limitation, in  bankruptcy,  insolvency  or
receivership proceedings or upon any assignment for  the  benefit
of creditors or any other marshaling of assets and liabilities of
Borrower and whether voluntary or involuntary):

          (a)  the holders of all Senior Indebtedness shall first
be  entitled  to receive payments in full in cash of all  amounts
payable  under Senior Indebtedness before Lender is  entitled  to
receive  any  payment with respect to this  Note  and  until  all
Obligations with respect to the Senior Indebtedness are  paid  in
full  in  cash,  any distribution to which Lender  or  any  other
holder  of  this  Note would be entitled shall  be  made  to  the
holders of Senior Indebtedness;

          (b)   any payment or distribution of assets of Borrower
of   any  kind  or  character,  whether  in  cash,  property   or
securities,  to  which Lender shall be paid  by  the  liquidating
trustee  or  agent  or  other person making  such  a  payment  or
distribution,  directly to the holders of Senior Indebtedness  or
their  Representative  until  all Senior  Indebtedness  remaining
unpaid  shall have been paid in full in cash, after giving effect
to  any concurrent payment or distribution to the holders of such
Senior Indebtedness; and

          (c)   in the event that, notwithstanding the foregoing,
any  payment or distribution of assets or securities of  Borrower
of   any  kind  or  character,  whether  in  cash,  property   or
securities,  shall be received by Lender or any other  holder  of
this  Note  on  account  of principal of,  premium,  if  any,  or
interest on this Note before all Senior Indebtedness is  paid  in
full  in  cash, such payment or distribution shall  be  received,
segregated from other funds, and held in trust by Lender or  such
other  holder of this Note, as the case may be, for  the  benefit
of,  and shall immediately be paid over to, the holders of Senior
Indebtedness  or their Representative, ratably according  to  the
respective amounts of Senior Indebtedness held or represented  by
each,  until all Senior Indebtedness remaining unpaid shall  have
been  paid  in full in cash after giving effect to any concurrent
payment  or  distribution  to  or  for  the  holders  of   Senior
Indebtedness.

          4.4   Lender  to Be Subrogated to Rights of Holders  of
Senior  Indebtedness.  Subject to the payment in full in cash  of
all Senior Indebtedness, Lender shall be subrogated to the rights
of  the  holders  of Senior Indebtedness to receive  payments  or
distributions  of  assets of Borrower applicable  to  the  Senior
Indebtedness until all amounts owing on this Note shall  be  paid
in full in cash.

          4.5   Defined  Terms.   When used  in  this  Note,  the
following  capitalized terms shall have the  meanings  set  forth
below:

           "Existing  Senior  Indebtedness"  means  any  and  all
Indebtedness and other Obligations of Borrower under or evidenced
by  (i) that certain Credit Agreement dated as of June 1, 1995 by
and among Borrower, as borrower, First Interstate Bank of Nevada,
N.A., as agent, and the Financial Institutions named therein,  as
Lenders,  as the same may be amended from time to time,  or  (ii)
any  other  document or instrument evidencing  or  securing  such
Indebtedness,   including,  without  limitation,   that   certain
Promissory Note due December 31, 2001, dated as of July  5,  1995
and  made by Ameristar Casinos, Inc. to First Interstate Bank  of
Nevada, N.A., as Agent for the Lenders under the Credit Agreement
referred to above, as the same may be amended from time to  time,
and  that certain Pledge Security Agreement dated as of  June  1,
1995  by  and between Borrower, as Pledgor, and First  Interstate
Bank  of Nevada, N.A., as Agent for the Lenders under the  Credit
Agreement referred to above, as the same may be amended from time
to time.

          "Hedging Obligations" means, with respect to the Senior
Indebtedness of any Person, the obligations of such Person  under
(i)  interest rate swap agreements, interest rate cap  agreements
and  interest rate collar agreements relating to the  Obligations
under  the  Senior  Indebtedness and  (ii)  other  agreements  or
arrangements designed to protect such Person against fluctuations
in interest rates on such Senior Indebtedness.

           "Indebtedness"  means  with  respect  to  any  person,
corporation,  trust, partnership, or other entity  (a  "Person"),
without   duplication,   (i)  all  liabilities,   contingent   or
otherwise, of such Person for borrowed money, evidenced by bonds,
notes,  debentures,  drafts accepted or  similar  instruments  or
letters  of  credit, or for the payment of money relating  to  an
obligations under a lease that is required to be capitalized  for
financial  reporting purposes in accordance with  U.S.  generally
accepted accounting principals; (ii) reimbursement obligations of
such  person  with  respect  to  letters  of  credit;  (iii)  all
liabilities  of  others of the kind described  in  the  preceding
clause (i) or clause (ii) that such Person has guaranteed or that
is  otherwise  its legal liability; and (iii) all obligations  of
others  secured  by  any  mortgage, pledge,  lien,  encumbrances,
charge  or  a security interest of any kind to which any  of  the
properties  or  assets (including, without limitation,  leasehold
interests  and any other tangible or intangible property  rights)
of  such  Person  are  subject, whether or  not  the  obligations
secured  thereby shall have been assumed by such Person or  shall
otherwise be such Person's legal liability.

           "Obligations"  means all obligations of  every  nature
whether  for principal, reimbursements, interest, fees, expenses,
indemnities or otherwise, and whether primary, secondary, direct,
indirect,  contingent, fixed or otherwise (including  obligations
of   performance)   under   the   documentation   governing   any
Indebtedness.

           "Senior Indebtedness" means the principal of, premium,
if  any,  and interest on, and all other Obligations with respect
to,  (A)  the Existing Senior Indebtedness and/or (B)  any  other
Indebtedness of Borrower whether outstanding on June 1,  1997  or
thereafter created, incurred, assumed or guaranteed or in  effect
guaranteed  by  Borrower, but with respect  to  the  Indebtedness
described  in  (B)  above,  only if the  instrument  or  document
evidencing  such  Indebtedness  expressly  provides   that   such
Indebtedness  shall be senior in right of payment to  this  Note;
provided,  however,  Borrower shall not  enter  into  any  Senior
Indebtedness  if  entering  into such Senior  Indebtedness  would
cause  the aggregate outstanding principal balance of all  Senior
Indebtedness,  immediately following execution  and  delivery  of
such Senior Indebtedness, to exceed $250,000,000 (excluding,  for
purposes  of  said maximum, Hedging Obligations with  respect  to
Senior   Indebtedness  already  counted  for  purposes   of   the
calculation).  "Senior Indebtedness" shall be deemed  to  include
for  all purposes of this Note interest accruing after the filing
of  a petition initiating any proceeding pursuant to any federal,
state  or  foreign bankruptcy law in accordance with and  at  the
rate  (including any rate applicable upon any Senior Indebtedness
Default,   to  the  extent  lawful)  specified  in  any  document
evidencing the Senior Indebtedness, whether or not the claim  for
such  interest  is allowed as a claim after such  filing  in  any
proceeding  under  such  bankruptcy  law.   Notwithstanding   the
foregoing,   "Senior   Indebtedness"  shall   not   include   (i)
Indebtedness  of  Borrower to any subsidiary  of  Borrower,  (ii)
Indebtedness  to,  or guaranteed on behalf of,  any  shareholder,
director, officer or employee of Borrower or of any subsidiary of
Borrower   (including,  without  limitation,  amounts  owed   for
compensation),  (iii) Indebtedness to trade creditors  and  other
amounts incurred in connection with obtaining goods, materials or
services, (iv) any liability for federal, state, local  or  other
taxes  owed  or  owing  by  Borrower, and  (v)  any  Indebtedness
evidenced  by that certain Promissory Note dated as  of  June  1,
1997  made by Borrower in favor of Dominic J. Magliarditi  in  an
original   principal  amount  of  $417,854,  or  any  novation(s)
thereof,  that certain Promissory Note dated as of June  1,  1997
made  by  Borrower  in favor of Lender in an  original  principal
amount  of $13,232,146, or any novation(s) thereof, that  certain
Promissory  Note  dated as of June 1, 1997 made  by  Borrower  in
favor  of Dominic J. Magliarditi in an original principal  amount
of $459,180, or any novation(s) thereof, or the other Rebeil Note
(as defined in Paragraph 7), or any novation(s) thereof.

           5.    Set-Off.  Borrower shall be entitled to set  off
(a) any obligations payable by Lender to Borrower (without regard
to   whether  such  obligations  of  Lender  arises   under   the
transaction  that gave rise to this Note or any other transaction
or  facts)  against  (b)  amounts due and  payable  hereunder  by
Borrower  to Lender or any other holder of this Note.   Any  such
set  offs  shall  be subject to the provisions of the  Settlement
Agreement  dated  as  of  May  3, 1997  by  and  among  Borrower,
Ameristar Casino Las Vegas, Inc., Lender, Dominic J. Magliarditi,
Gem Air, Inc. and Nevada AG Air, Ltd.

          6.    Miscellaneous Provisions.  No provision  of  this
Note  may  be  amended, modified, supplemented, changed,  waived,
discharged  or  terminated  unless  Lender  consents  thereto  in
writing.  In case any one or more of the provisions contained  in
this  Note should be held to be invalid, illegal or unenforceable
in  any respect, the validity, legality and enforceability of the
remaining  provisions contained herein shall not in  any  way  be
affected  or  impaired thereby.  In the event  of  a  failure  by
Borrower  prior  to  the Maturity Date to  pay  any  amounts  due
hereunder  as  and  when  due,  Lender's  sole  remedy  shall  be
adjustment  of  the Interest Rate as set forth  in  Paragraph  2;
Lender  specifically acknowledges and agrees that  it  shall  not
have  the  right  prior to the Maturity Date  to  accelerate  the
indebtedness  hereunder,  or take any other  actions  other  than
those  set forth in Paragraph 2 hereof, as a consequence  of  any
such  non-payment.  This Note shall be binding upon and inure  to
the  benefit of Borrower, Lender and their respective  successors
and  assigns.   This Note shall be governed by and  construed  in
accordance  with the laws of the State of Nevada.   By  accepting
this Note, each holder of this Note agrees (a) to be bound by and
to  perform  all  of  the  obligations of  Lender  hereunder  and
(b)  that  its  rights hereunder are subject  to  the  provisions
hereof.  This Note is not negotiable.

          7.    Novation and Pari Passu Provisions.   This  Note,
together with another Non-Negotiable Promissory Note of even date
herewith of Borrower in favor of Lender in the original principal
amount   of   $5,670,920  (collectively,  the  "Rebeil   Notes"),
constitute  a novation of that certain Non-Negotiable  Promissory
Note  dated  as of June 1, 1997 in the original principal  amount
$14,540,820  made by Borrower in favor of Lender  (the  "Original
Note').  The Rebeil Notes are and shall be subordinate to  Senior
Indebtedness to the same extent as the Original Note, and any and
all  statements  in  any Senior Indebtedness  providing  for  the
subordination  of  the Original Note to such Senior  Indebtedness
shall  remain effective for, and applicable to, the subordination
of the Rebeil Notes.  Without limiting the foregoing, (i) each of
the  Rebeil Notes is and constitutes a "Gem Settlement  Note"  as
defined  in  and  for purposes of that certain  Credit  Agreement
dated  as of July 8, 1997, as amended, among Borrower and various
of  its subsidiaries as borrowers, the lenders named therein  and
Wells  Fargo Bank, National Association, as Arranger, Agent  Bank
and  Swingline Lender, and (ii) each of the Rebeil Notes  is  and
constitutes "Refinancing Indebtedness" of the "Gem Notes" as such
terms  are  defined in and for purposes of that certain Indenture
dated as of July 15, 1997, as amended, among First Trust National
Association,  as  Trustee, Borrower and various  subsidiaries  of
Borrower as guarantors.  The novation of the Original Note is not
intended  to  affect  the  limitation on  the  amount  of  Senior
Indebtedness provided for in Subparagraph 4.5 of this  Note.   In
the  event  that  Borrower  is unable to  make  full  payment  of
principal  of and/or interest on both the Rebeil Notes when  due,
the  total amount paid at such time by Borrower in respect of the
Rebeil  Notes  shall  be applied ratably to the  payment  of  the
amounts  then  due  and  unpaid  on  the  Rebeil  Notes,  without
preference or priority of any kind, according to the amounts  due
and payable on the Rebeil Notes.  By the acceptance of this Note,
Lender hereby agrees and consents to such ratable application  on
behalf  of  itself  and  all subsequent  holders  of  this  Note;
however, any acceptance by the holder of this Note of any partial
payment of any amount due under this Note shall not be considered
a forgiveness of indebtedness or a waiver of timely payment.  The
respective  original  holders  of  the  Rebeil  Notes  are,   and
subsequent  holders  of  the Rebeil Notes  may  be,  entitled  to
certain rights or subject to certain obligations pursuant to  the
terms  of a Settlement Agreement, entered into in September  1999
among Bryan and Dawn Hafen, Steven W. Rebeil, individually and as
Trustee  of the Karizma Trust, Dominic Magliarditi, Gem Mesquite,
Ltd.,  Gem Development Co., Ameristar Casino Las Vegas, Inc.  and
Ameristar Casinos, Inc.

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Note as of November 11, 1999.


BORROWER:                               LENDER:

AMERISTAR  CASINOS,   INC.,   a
Nevada corporation
                                        /s/ Steven W. Rebeil
                                        STEVEN W. REBEIL, as an
By:   /s/ Thomas M. Steinbauer          individual  and in his  capacity
Name:     Thomas M. Steinbauer          as  trustee of the Karizma Trust
Title:    Senior Vice President         created   under   that   certain
          of Finance                    Trust  Agreement dated  July  2,
                                        1991, as amended