FORM10K
                          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, 1996
                                
                               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 31, 1997, 20,360,000 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 31, 1997 was approximately $13,220,000,
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 6, 1997 Annual Meeting of Stockholders (which has not been
filed as of the date of this filing) are incorporated by
reference into Part III.
                          <PAGE>PART I
                                
Item 1.   Business
          
Introduction
          
     Ameristar  Casinos, Inc., a Nevada corporation  ("Ameristar"
or "ACI"), is a multi-jurisdictional gaming company that owns and
operates four casino entertainment facilities located in  Nevada,
Mississippi  and  Iowa  and is developing  a  fifth  property  in
Henderson,  Nevada, a suburb of Las Vegas.  All of the  Company's
principal operations are conducted through its subsidiaries.   As
used  in this Report, the term "Company" refers to Ameristar  and
its   subsidiaries  on  a  consolidated  basis.   The   Company's
properties are:

     The Jackpot Properties -- Cactus Petes Resort Casino ("Cactus
Petes")  and  The  Horseshu  Hotel and  Casino  (the  "Horseshu";
collectively, 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 Vicksburg is  located  one-
quarter  mile  north of Interstate 20 in Vicksburg,  Mississippi,
approximately  45  miles  west of Jackson.   Ameristar  Vicksburg
includes  a  permanently moored, dockside casino (the  "Vicksburg
Casino")  and related land-based facilities, including a 144-room
hotel  currently  under  construction  (collectively,  "Ameristar
Vicksburg").

     Ameristar  Council  Bluffs  -- Ameristar  Council  Bluffs  is
located  near the Nebraska Avenue exit of Interstate 29 South  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 -- On October 9, 1996, the Company acquired  The
Reserve,  an  African safari and big game reserve-themed  casino-
hotel  under construction at the junction of Interstate  515  and
Lake Mead Drive in Henderson, Nevada.  The Company has redesigned
The  Reserve  to  expand  the scope  and  size  of  the  project.
Construction   of   The  Reserve  has  been  suspended   due   to
uncertainties   concerning  the  form  and   amount   of   merger
consideration payable in connection with the acquisition  of  The
Reserve  that  has  adversely affected the Company's  ability  to
obtain financing for the completion of the project.  On March 26,
1997, the Company commenced an arbitration proceeding against the
former  stockholders  of Gem Gaming, Inc. ("Gem"),  the  original
developer  of The Reserve.  See "Business -- Terms of  the  Merger
Agreement;  Dispute  with  Gem  Stockholders"  and  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations -- Liquidity and Capital Resources."

<PAGE>Business and Marketing Strategies
          
     The  Company's  business  strategy  is  to  include  quality
dining, lodging, entertainment and other non-gaming amenities  at
affordable   prices   to  complement  and  enhance   its   gaming
operations.  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.  In selecting
markets, the Company seeks locations with strong demographics and
a favorable competitive environment.  The Company also emphasizes
courteous and responsive service to promote customer loyalty.

     The  Company's properties emphasize slot machine  play,  and
the Company periodically invests 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.   Cactus  Petes  and  Ameristar
Vicksburg also offer poker, as will The Reserve.  Keno and sports
book  wagering  are also offered at the Jackpot Properties.   The
Reserve  will offer race and sports book wagering and  may  offer
keno.   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.

     Management believes that the reputation of its properties is
the  Company's  most effective marketing tool.  Accordingly,  the
Company's  marketing strategy seeks to maintain and  improve  the
quality  and reputation of its properties to attract  and  retain
customers  with  larger gaming budgets.  The Company's  marketing
programs emphasize high-quality amenities (including lodging  and
food)  at  affordable prices.  The Company uses players clubs  at
each   property  to  identify  preferred  players   and   develop
promotions  and  special  events to  encourage  increased  gaming
activity  by  these customers.  The Company's marketing  programs
also  include  a  number  of promotions,  designed  primarily  to
increase  the frequency of customer visits within local  markets,
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  and
outdoor  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  and expansion projects through  Native  American
reservations in North

<PAGE>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.   Pending
the  availability of additional financing for the  completion  of
Phase   I  of  The  Reserve,  the  Company  does  not  anticipate
undertaking  any  additional expansion opportunities  that  would
require a material amount of capital expenditures by the Company.

     Management believes that the Company's long-term success  in
expanding  into new markets will be dependent in  part  upon  the
Company's ability to distinguish its operations from those of its
known  and  anticipated 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  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.

<PAGE>Property Profiles
          
     The  following table presents selected statistical and other
information concerning the Company's properties as of  March  31,
1997.
<TABLE>
<S>         <C>       <C>        <C>         <C>         <C>
                                  Ameristar    Ameristar     The
             Cactus       The     Vicksburg     Council    Reserve
              Petes    Horseshu   (Vicksburg,    Bluffs   (Phase I)
            (Jackpot,  (Jackpot,    MS)       (Council    (Henderson,
               NV)        NV)                   Bluffs,       NV)
                                                  IA)
Opening Date  1956       1956     Feb. 1994    Jan. 1996      To be
                                                            announced
Casino                                                       
Square       25,448      3,540     32,000        27,500       70,000
Footage

Slot           883        156        955         1,012        1,850
Machines                                                      (est)

Table          36          7         47            42        50 (est)
Games

Hotel          298        120       1441          160        224
Rooms

Number of                                                    
Restaurants     4/3        1/1        3/6         4/3        4/6
/Bars

Restaurant                                                   
/Bar         460/80     124/40     873/136      800/47     1,463/99
Seating
Capacity

Guest          658        223       1,069        1,785       1,074
Parking
Spaces

Other       356-Seat   Keno;      379-Seat     Kids Quest   Race and
Amenities   Showroom;  Swimming   Showroom;    Children's   Sports
            Sports     Pool;      Gift Shop    Activity     Book;
            Book(2);   General                 Center(2);   Swimming
            Keno;      Store;                  Meeting      Pool;
            Meeting    Service                 Space;       Bingo;
            Space;     Station                 140-Room     Gift Shop
            Swimming                           Holiday
            Pool;                              Suites
            Gift                               Hotel(2);
            Shop;                              Indoor
            Amusement                          Swimming
            Arcade                             Pool &
                                               Spa; Gift
                                               Shop;
                                               Amusement
                                               Arcade

(1)The  Company has begun site work for the development of  a  144-
 room  hotel  at Ameristar Vicksburg expected to be completed  in
 late  1997.   In connection with this project, the  Company  has
 recently  taken out of service 54 budget motel rooms  that  pre-
 existed the development of Ameristar Vicksburg.
(2)Operated by a third party.

<PAGE>Current Operations
          
     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.  Cactus Petes is promoted  by  the
Company  as  a  destination  resort throughout  the  northwestern
United  States  and southwestern Canada.  The Jackpot  Properties
are  owned  and operated by Cactus Pete's, Inc., a  wholly  owned
subsidiary of Ameristar ("CPI").

     Following  the  completion of a major expansion  project  in
1991,  Cactus  Petes became one of nine casino-hotels  in  Nevada
that  currently  has  a  Four Diamond rating  from  the  American
Automobile  Association  ("AAA"), the  highest  rating  currently
awarded  to any Nevada hotel.  The Horseshu Hotel has received  a
Three  Diamond  rating  from  the AAA.   The  food  and  beverage
operations  at  the Jackpot Properties include a buffet,  a  fine
dining  restaurant, a 24-hour restaurant, a  coffee  shop  and  a
snack   bar,   a   showroom   that  features   nationally   known
entertainment and cocktail lounges with entertainment.

     In  January 1997, the Company completed a renovation of  its
slot  gaming  equipment at the Jackpot Properties, including  the
introduction   of   approximately  460  new  slot   machines   in
replacement of older models, the linkage of all slot machines  at
the  Jackpot Properties to the Company's player tracking  system,
innovative  slot  machine  layouts and  improved  sensory  appeal
(including  touch  screens  and  enhanced  signage,  sounds   and
colors).   In  addition to promoting customer satisfaction,  this
renovation  is  intended  to improve the  effectiveness  of  both
targeted marketing and general advertising programs.

     Business  in Jackpot is seasonal, with the months  of  March
through  October being the strongest period.  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.

     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.  Management believes that recent  declines  in
the  rates  of  population and economic growth in southern  Idaho
have   adversely   affected  the  performance  of   the   Jackpot
Properties.  The balance of the Company's Jackpot 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 in Jackpot.  The Jackpot Properties compete with four
other  hotels and motels (three of which also have casinos).   As
of   March  31,  1997,  the  Jackpot  Properties  accounted   for
approximately 54% of

<PAGE>the lodging rooms, 58% of the slot machines and 74% 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.  Some additional or renovated facilities  have  been
introduced  in Jackpot by the Company's competitors  since  early
1995.  The Company is not aware of any additional expansion plans
by existing competitors in Jackpot.

     At least two casinos with video lottery terminals 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 three years.  Casino
gaming  began on Native American lands in both western Washington
and  northeast  Oregon  in  1995, and  casinos  also  operate  in
Alberta, Canada.  Except for the casino near Pocatello,  none  of
these  casinos is closer to the Company's primary southern  Idaho
market than Jackpot.  Management believes that these casinos have
negatively  impacted  the  recent  performance  of  the   Jackpot
Properties.

     In  addition,  the  Company  is aware  of  past  efforts  to
establish additional gaming facilities on Native American land in
Idaho.  However, a 1992 Idaho constitutional amendment, upheld by
the  Idaho  Supreme Court, prohibits all gaming  except  a  state
lottery,  charitable raffles and bingo, and pari-mutuel wagering.
The amendment expressly prohibits any form of casino gaming.  The
Indian  Gaming  Regulatory Act of 1988 ("IGRA") restricts  gaming
operations  on Native American land to those allowed under  state
law.   Previous legal efforts challenging these restrictions have
been unsuccessful.  The Company and various Idaho state officials
believe  that the VLT casinos currently being operated on  Native
American  lands  in  Idaho  are in violation  of  IGRA;  however,
federal  officials have not taken any enforcement action  against
these  operations.   Although the Company is  not  aware  of  any
current  proposals for the expansion of casino gaming  on  Native
American  lands  in  southern Idaho, eastern  Oregon  or  eastern
Washington,  such expansion could have a material adverse  effect
on the Jackpot Properties and the Company.

     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  an  intensely competitive gaming  market  and  the
Company's  operations  there to date have  been  dependent  to  a
substantial  degree  upon  a  continuous  casino  marketing   and
promotional campaign.  Ameristar Casino Vicksburg, Inc. ("ACVI"),
a  wholly  owned  subsidiary  of  Ameristar,  owns  and  operates
Ameristar Vicksburg.

     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 which  provides  a
comfortable  and inviting atmosphere.  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

<PAGE>entrance providing access from the self-parking area.   The
Vicksburg Casino is open 24 hours a day.

     The  Vicksburg Casino has two restaurants, six 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).  Ameristar Vicksburg also includes  the
Delta  Point  River Restaurant, a locally well-known  fine-dining
restaurant situated on a bluff overlooking the Vicksburg  Casino.
To   date,   operations  in  Vicksburg  have   experienced   some
seasonality, with August and the winter months being  the  slower
periods.

     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.  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.

     As  part of a long-term plan to enhance Ameristar Vicksburg,
the  Company acquired 18 acres across Washington Street from  the
main  entrance  to  the  casino for  the  future  development  of
additional improvements.  The Company is constructing a  144-room
hotel  on  a portion of this parcel.  Site work for this  project
has begun, and it is currently anticipated that construction will
be  completed in late 1997, absent any unforeseen construction or
other  delays.  The Delta Point Inn, a 54-room budget motel  that
pre-existed  the  development of Ameristar  Vicksburg,  has  been
taken  out  of service and will be demolished in connection  with
this  expansion.   Based on preliminary design plans,  management
believes  that the development cost of the hotel will be  between
$9.0 million and $9.5 million, including capitalized construction
period  interest.  Management expects that a substantial  portion
of  these  development costs will be funded through a  short-term
loan  and the balance will be funded out of ACVI's operating cash
flow.   See  "Management's Discussion and Analysis  of  Financial
Condition  and  Results  of Operations --  Liquidity  and  Capital
Resources."  Although management believes the Company is under no
legal  obligation to construct this hotel, the Mississippi Gaming
Commission  has  advised the Company that  the  Commission  would
consider  it a negative factor if this hotel is not completed  by
January 21, 1998, the date on which ACVI's gaming license expires
and  must be renewed.  The Mississippi Gaming Commission, as well
as  the Company, believes that the development of additional non-
gaming amenities in Vicksburg is necessary for the growth of  the
local gaming market.

     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   25,000
persons,  is  located 45 miles west of Jackson,  the  capital  of
Mississippi.  According to the 1990 U.S. Census, the Jackson

<PAGE>and Vicksburg metropolitan areas had a total population  of
approximately 440,000 persons.  Approximately 800,000 people live
within   Ameristar  Vicksburg's  17-county  market   area.    The
Vicksburg National Military Park, located within three  miles  of
Ameristar   Vicksburg,  draws  approximately  900,000  registered
visitors  a  year.   Interstate 20 (which  connects  Atlanta  and
Dallas)  passes  directly through Vicksburg.   According  to  the
Mississippi    Department   of   Transportation,    approximately
7.3  million  vehicles drove across the Interstate 20  bridge  at
Vicksburg  during  1996.   As of March 31,  1997,  Vicksburg  has
approximately  1,556  lodging rooms.  The  Vicksburg  Chamber  of
Commerce has estimated that the 1996 average hotel occupancy rate
in Vicksburg was approximately 70%.

     Competition.   Ameristar Vicksburg  is  subject  to  intense
competition  from its local competitors and to  a  lesser  extent
from  casinos  in  Shreveport, Louisiana and  a  Native  American
casino in Philadelphia, Mississippi.  Ameristar Vicksburg's local
competition currently consists of three other casinos.  Ameristar
Vicksburg has approximately 1,287 gaming positions or 34% of  the
total  number of positions that are in Warren County.   Based  on
data published by governmental authorities and other sources, the
Company has calculated its average market share of gaming revenue
for 1995 and 1996 at approximately 33.3% and 32.5%, respectively.
Management  believes Ameristar Vicksburg is currently the  market
leader in Warren County.  Due to the intensity of competition  in
the  Vicksburg market, Ameristar Vicksburg's business to date has
been  dependent  upon  continuous and  aggressive  marketing  and
promotional efforts.

     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.
Although   management  believes  the  current  market  size   and
competitive  environment  in Warren  County  will  be  likely  to
dissuade  others  from  building additional  casinos  in  western
Warren  County  for the foreseeable future, no assurance  can  be
given that additional competitors will not enter the market.

     In  addition, the Company is 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 its 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
navigable  waterway  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, and the denial is being appealed
by  an  adjoining landowner.  The development of a casino on  the
Big  Black  River likely would have a material adverse effect  on
Ameristar  Vicksburg  and the Company.  If Mississippi  law  were
amended  to permit gaming in Jackson, the development of  one  or
more  casinos  there would materially impact Ameristar  Vicksburg
and  the  Company.   Management  is  not  aware  of  any  current
proposals  that  would  permit such an  expansion  of  gaming  in
Mississippi.

     <PAGE>Ameristar Council Bluffs.  As part of its strategy  of
capitalizing  on unique market opportunities, the Company  opened
the Council Bluffs Casino on January 19, 1996, under one of three
gaming  licenses 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.   Portions of  the  land-based  Main  Street
Pavilion (including two restaurants) opened on June 17, 1996, the
Ameristar  hotel opened on November 1, 1996 and  the  sports  bar
cabaret  opened  on December 26, 1996.  The remaining  land-based
facilities,  a steak house and an indoor swimming pool  and  spa,
opened on February 25 and March 3, 1997, respectively.  Ameristar
Council  Bluffs is owned and operated by Ameristar Casino Council
Bluffs, Inc., a wholly owned subsidiary of Ameristar ("ACCBI").

     The  Company designed Ameristar Council Bluffs as a complete
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.  The approximately 50-acre Ameristar Council  Bluffs
site  is  large enough to accommodate future land-based expansion
should  the  Company deem it beneficial for the  success  of  the
property.

     The  Council Bluffs Casino is an approximately 40,000 square
foot,  two-level  riverboat measuring 272 feet long  by  98  feet
wide.  By building the vessel with only two levels that have high
ceilings  and making it 98 feet wide, the casino has the spacious
feel of a land-based facility.  The casino is open 24 hours a day
and  is required to make a two-hour cruise a minimum of 100  days
within  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.  The Council Bluffs Casino  satisfied
these cruising requirements for 1996.

     Both levels of the riverboat are connected by escalators and
an  elevator.   Guests  enter the riverboat  from  shore  via  an
enclosed  ramp from the 68,000-square foot Main Street  Pavilion.
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 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 ACCBI.

     The  Company  has leased a portion of the Ameristar  Council
Bluffs  site to an entity controlled by Iowa-based Kinseth  Hotel
Corporation  for a limited-service 140-room Holiday Suites  hotel
that opened on March 31, 1997.  The Kinseth entity developed  and
operates  this  hotel.  The Holiday Suites  hotel  and  the  Main
Street  Pavilion  are  connected by a climate-controlled  walkway
that also connects to the indoor pool, spa and an exercise room.

     <PAGE>The  development  and  opening  of  Ameristar  Council
Bluffs,  including  real  property and land-based  and  riverboat
construction,   cost   approximately  $109   million   of   which
approximately $2.5 million remained to be paid as  of  March  31,
1997.   However, ACCBI and the general contractor  for  Ameristar
Council  Bluffs are currently arbitrating a dispute, the  outcome
of  which  may affect the total development cost of the  project.
See  "Management's Discussion and Analysis of Financial Condition
and  Results of Operations -- Liquidity and Capital Resources" and
"Business -- Legal Proceedings."

     Market.   Council  Bluffs has a population of  approximately
54,600  people.  Council Bluffs forms part of the greater  Omaha,
Nebraska/Council Bluffs, Iowa metropolitan area, which  according
to  the  1990  U.S.  Census  had  a population  of  approximately
640,000.   Approximately 1,050,000 people live within  a  50-mile
radius,  and 1,600,000 people live within a 100-mile  radius,  of
Council  Bluffs.   The  median household income  of  the  greater
metropolitan  area is approximately $36,000, with an unemployment
rate of approximately 3%.

     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 Resorts,  which
operates  a  riverboat  casino in close  proximity  to  Ameristar
Council  Bluffs, and Bluffs Run, a year-round dog track owned  by
Iowa West Racing Association that has a gaming license limited to
the  operation of a reel-style slots only casino.   This  casino,
which  opened  in  March  1995,  has  approximately  1,200   slot
machines, a restaurant, buffet and lounge entertainment.   During
1996,  Bluffs Run was the market leader in Council  Bluffs.   The
Company  believes  that  Bluffs  Run  will  continue  to  provide
significant  competition due to its advantage of  being  a  land-
based facility.

     Management  believes Harveys provides and will  continue  to
provide  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  and the swimming pool at Harveys that have  not  been
completed  as  of  the date of this Report.  Management  believes
that the access of Ameristar Council Bluffs from Interstate 29 is
superior  to that of Harveys.  Ameristar Council Bluffs also  has
more  restaurant  capacity than Harveys.  Due to  the  impact  of
construction of Ameristar Council Bluffs and Harveys in 1996  and
early   1997,  management  believes  that  the  relative   market
positions  of the three casinos in Council Bluffs remain  subject
to change.

     Currently,  Iowa law does not limit the number  of  licenses
that can be issued in a county.  While no assurances can be given
that  additional  licenses will not be  issued  in  Pottawattamie
County, it is management's belief that the Iowa Racing and Gaming
Commission  is  concerned about market saturation  and  will  not
issue  additional licenses that would impair existing operations.
There  is  legislation pending in Iowa to place a  moratorium  on
issuing  any new gaming licenses.  Should this legislation  pass,
it would have a positive effect on the Company.

     <PAGE>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 November ballot due to the determination  of  the
Nebraska  Secretary  of  State that  an  insufficient  number  of
petition signatures were obtained.  Although no assurances can be
given,  management believes 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 1998.   The
introduction  of  casino gaming in Nebraska,  especially  in  the
Omaha  area, likely would have a material adverse effect  on  the
Company.

The Reserve
          
     The  Reserve,  with an African safari and big  game  reserve
theme  that  includes statues of elephants,  giraffes  and  other
animals, is being developed in phases at the southeast corner  of
the  junction of Lake Mead Drive and Interstate 515 in Henderson,
Nevada.   The  Company acquired The Reserve on  October  9,  1996
through  the  merger (the "Merger") of Gem into Ameristar  Casino
Las   Vegas,  Inc.,  a  wholly  owned  subsidiary  of   Ameristar
("ACLVI").   See  "Business  -- Terms  of  the  Merger  Agreement;
Dispute with Gem Stockholders."

     Following the May 1996 execution of the Merger Agreement  by
which  The Reserve was acquired, the Company commenced a redesign
of  The  Reserve  intended to expand the scope and  size  of  the
project,  including a doubling of the casino square  footage,  to
increase  revenues  and  to  improve  The  Reserve's  competitive
position.   In  late  March 1997, the Company  had  substantially
completed  the  redesign of The Reserve  and  had  scheduled  the
closing of an increased bank credit facility that would provide a
substantial  portion of the financing for the completion  of  The
Reserve.   Shortly  before  the loan closing,  the  bank  lenders
advised  the Company that they would not proceed with the closing
due  to  uncertainties concerning the amount and form  of  merger
consideration  payable by the Company to the former  stockholders
of  Gem.   Pending the availability of additional financing,  the
Company  has suspended construction of The Reserve.  Accordingly,
no  assurance can be given when or if The Reserve will open.  See
"Business  --  Terms  of the Merger Agreement;  Dispute  with  Gem
Stockholders"  and  "Management's  Discussion  and  Analysis   of
Financial  Condition and Results of Operations  --  Liquidity  and
Capital Resources."

     As redesigned, The Reserve will be constructed in two phases
and  will  be opened upon the completion of Phase I,  subject  to
obtaining  all regulatory approvals.  Phase I of The  Reserve  is
planned  to  have  approximately 319,000 square  feet  of  space,
including approximately 70,000 square feet of casino space.   The
Reserve's  food and beverage operations are planned to include  a
buffet,   a  24-hour  restaurant,  a  steak  house,  an   Italian
restaurant, an entertainment lounge, a video lounge and a  sports
lounge.  A parking structure may also be constructed in Phase  I,
depending  on budgetary constraints.  The Company has established
a  construction budget (including capitalized construction period
interest  and  preopening costs) of approximately $125.0  million
for  Phase  I of The Reserve (including amounts incurred  by  Gem
prior to the Merger), of which approximately $31.0 million had

<PAGE>been expended through March 31, 1997.  This budget is based
on   current  estimates,  and  the  actual  budget  at  the  time
construction recommences may differ from the current budget.

     Construction of the hotel has been substantially  completed,
subject  to the installation of furniture, fixtures and equipment
to be provided by the Company and the application of the exterior
finish.   The  shell  of the casino and food  service  areas  for
Phase  I,  as originally planned, is approximately 85% completed,
and  the  mechanical, electrical, plumbing and HVAC  systems  for
this  portion of Phase I have been installed.  Construction of  a
40,000-square  foot expansion for back-of-house operations  began
in  February  1997, and construction will be suspended  upon  the
completion of the foundation for this expansion area.

     Phase  II  of  the Reserve is contemplated to add  a  second
hotel  tower  with  approximately 250 rooms,  meeting  rooms,  an
additional  restaurant, an animal habitat, a children's  activity
center, an enhanced swimming pool and a court yard.  Construction
of  Phase II is planned to commence subsequent to the opening  of
Phase  I.   There  can  be  no assurance that  the  Company  will
undertake  to  develop Phase II of The Reserve or that  financing
will be available to the Company for the Phase II expansion.

     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 Company expects that The Reserve  will
compete  primarily  for  local customers in  the  Henderson-Green
Valley  suburban community.  The Company also intends  to  market
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  greater metropolitan area of Las Vegas, which  includes
Henderson-Green  Valley,  has been one  of  the  fastest  growing
metropolitan  areas  in the United States  during  the  five-year
period  of 1990 through 1995.  Henderson was the fastest  growing
city  in  the  United  States during  this  period,  with  a  57%
population   growth  rate.   As  of  July  1995,  the   estimated
population  of Clark County was approximately 1,041,000  and  the
estimated  combined population of Henderson and Boulder  City  (a
community  south  of  Henderson) was approximately  133,000.   In
1995, 8,637 building permits were issued for new single and multi-
family  residential  housing units  in  Henderson.   However,  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.*

     According   to  the  Nevada  Department  of  Transportation,
approximately 65,000 vehicles per day currently pass through  the
junction of Interstate 515 and Lake Mead Drive, the site  of  The
Reserve.   Upon  the completion of Interstate 215  to  Lake  Mead
Drive  approximately  3.5 miles west of  The  Reserve,  currently
anticipated    in    late    1997,    the    Nevada    Department
of

*Historical demographic data in this paragraph is from the 1996 Las
Vegas Perspective, published by Metropolitan Research Association.

<PAGE>Transportation has estimated that the traffic  counts  at
the  Interstate  515/Lake Mead Drive junction  will  increase  to
approximately 115,000 vehicles per day.

     Competition.   The  Company  expects  The  Reserve  to  face
significant  competition  in the Henderson-Green  Valley  market.
Station  Casinos,  Inc. is developing Sunset Station,  a  casino-
hotel  approximately 3.5 miles north of The  Reserve  site  along
Interstate  515  that  is expected to open in  mid-1997.   Sunset
Station  will  be  larger than The Reserve, and Station  Casinos,
Inc. has operated casinos aimed at local Las Vegas residents  for
many  years.   Plans have also been announced for the development
of   two  additional  casino-hotels,  each  of  which  would   be
approximately  3.5-miles from The Reserve.   Management  believes
that  construction  of  one  of  these  casino-hotels,  near  the
junction of Interstate 215 and Lake Mead Drive, will commence  in
late  1997 or early 1998.  The other proposed casino-hotel  would
be  connected to a shopping mall across from Sunset Station.  The
current  owner of this property has stated that it  will  not  be
able to pursue development unless it obtains project financing.
Another  company  has  also recently announced  an  agreement  to
acquire another casino approximately 4.5 miles southeast  of  The
Reserve,  with expansion plans that include enlarging the  casino
and  building  up  to 550 hotel rooms.  Management  is  aware  of
several additional sites in Henderson-Green Valley that have been
zoned  for  casino-hotels and believes it  is  likely  additional
casino resorts ultimately will be developed in this market  area.
Competing  casino-hotels  that open in  advance  of  The  Reserve
likely will obtain competitive advantages through the development
of  customer loyalty and other factors.  In addition, The Reserve
will  compete to a lesser extent with a number of small,  limited
service casinos that currently operate within a five-mile  radius
and  several  other  casino-hotels in the  southeastern  area  of
metropolitan Las Vegas.

Terms of the Merger Agreement; Dispute with Gem
          Stockholders
          
     The  Company acquired The Reserve through the Merger of  Gem
into  ACLVI  on  October 9, 1996, pursuant to a merger  agreement
entered  into as of May 31, 1996, as amended in July and  October
1996 (the "Merger Agreement").  The following description of  the
terms of the Merger Agreement and related agreements is qualified
in its entirety by, and made subject to, the actual provisions of
such agreements, which have been filed as exhibits to reports  of
the  Company pursuant to the Securities Exchange Act of 1934,  as
amended.

     In  addition to the Company, ACLVI and Gem, the  parties  to
the  Merger  Agreement  are Steven W. Rebeil  in  his  individual
capacity  and  in  his capacity as trustee of the  Karizma  Trust
created  under a Trust Agreement dated July 21, 1991, as  amended
("Rebeil"),  and  Dominic  J. Magliarditi  ("Magliarditi").   The
Karizma  Trust and Magliarditi (the "Gem Stockholders") were  the
only  stockholders  of Gem immediately prior to  the  Merger  and
owned  approximately 96.9 percent and 3.1 percent,  respectively,
of the outstanding common stock of Gem prior to the Merger.

The  Merger  Agreement, as originally entered into,  contemplated
that 7.5 million shares of the Company's Common Stock, subject to
adjustment  in  certain  cases,  would  be  issued  to  the   Gem
Stockholders  as merger consideration.  Under the amended  Merger
Agreement, all of the outstanding shares of Gem common stock were
cancelled at the merger closing and were <PAGE>converted into the
right  to  receive cash, subject to reduction in  certain  cases,
equal  to  the  amount  of  the net proceeds  (after  payment  of
underwriters'   discounts  and  commissions  and  certain   other
offering  expenses) in excess of $4.0 million of an  underwritten
public  offering  (the  "Post-Merger Offering")  of  7.5  million
shares  of the Company's Common Stock (the "Post-Merger  Offering
Stock")  if the Post-Merger Offering is concluded by the  Company
by June 1, 1997.  If the Post-Merger Offering is not completed by
June  1,  1997,  the  Merger  Agreement  provides  for  the   Gem
Stockholders to receive the Gem Notes, as described below.

     In   the  Merger  Agreement,  the  Company  agreed  to   use
commercially  reasonable  efforts  to  conclude  the  Post-Merger
Offering  prior to June 1, 1997, and the Gem Stockholders  agreed
to  reasonably cooperate with the Company in connection with  the
Post-Merger  Offering.   The  Merger Agreement  provides  certain
limited  rights  to the Gem Stockholders in connection  with  the
Post-Merger  Offering, including the right of Rebeil  to  approve
the  lead  managing  underwriter proposed by the  Company,  which
approval is not to be unreasonably withheld or denied.

     The  Merger  Agreement  provides  that  if  the  Post-Merger
Offering is not concluded prior to June 1, 1997, the Company will
deliver  to  the  Gem  Stockholders promissory  notes  (the  "Gem
Notes") in an aggregate principal amount equal to (i) the Average
10-Day  Closing  Price of the Common Stock  (as  defined  in  the
Merger  Agreement)  as of June 1, 1997, (ii)  multiplied  by  7.5
million  (iii) minus $4.0 million and (iv) minus certain expenses
related  to  the  Post-Merger Offering.  The Gem Notes  would  be
unsecured,  would  mature  on June  1,  2000,  and  would  accrue
interest  at the rate of eight percent (8%) per annum.   Interest
payments  would  be due on a monthly basis.  The Gem  Notes  were
executed by the Company at the Merger closing and delivered to an
escrow  agent for completion of the principal amount and delivery
to  the  Gem  Stockholders if the Gem Notes are  required  to  be
issued.

     On  March  26,  1997, the Company commenced  an  arbitration
proceeding  against  the Gem Stockholders  for  breaches  of  the
Merger Agreement and the implied covenant of good faith and  fair
dealing  related to the Merger.  The Company's complaint  alleges
that  the  Gem  Stockholders have wrongfully  and  in  bad  faith
interfered with and impeded the Post-Merger Offering because they
believed the Post-Merger Offering would result in a lesser amount
of   merger  consideration  than  the  Gem  Notes.   Among  other
allegations, the Company's complaint alleges that Rebeil  refused
to  approve a prominent national investment banking firm proposed
by the Company to serve as lead managing underwriter for the Post-
Merger   Offering  and  categorically  refused  to  approve   the
engagement  of  any other firm suggested by the Company  as  lead
managing   underwriter,  and  that  the  Gem  Stockholders   have
threatened  to  bring suit and have engaged in other  conduct  to
dissuade  potential underwriters from participating in the  Post-
Merger Offering and otherwise to preclude the offering.

     The  Company has alleged that these actions effectively have
thwarted  its ability to consummate the Post-Merger Offering  and
have   excused   the  Company's  obligation  to  deliver   merger
consideration  to  the Gem Stockholders in the  form  and  amount
provided  by the Merger Agreement.  The Company's complaint  also
alleges  breaches  by  the  Gem  Stockholders  of  various  other
representations  and  warranties and covenants  included  in  the
Merger  Agreement.  <PAGE>The complaint further alleges that  the
conduct  of  the Gem Stockholders was a proximate  cause  of  the
cancellation by the Company's bank lenders of the late March 1997
closing  of an increased credit facility to provide a portion  of
the financing for the completion of Phase I of The Reserve.

     As a consequence of the actions of the Gem Stockholders, the
Company  has determined that the Post-Merger Offering  cannot  be
concluded before June 1, 1997, and the Company has terminated its
efforts  to consummate the Post-Merger Offering.  The Company  is
seeking  damages  from the Gem Stockholders  arising  from  their
conduct and declaratory relief to establish the amount and  terms
of payment of the merger consideration in light of the conduct of
the Gem Stockholders.

     As   of  the  date  of  filing  of  this  Report,  the   Gem
Stockholders have not answered the arbitration complaint.  Due to
the  very  preliminary nature of this proceeding, the Company  is
not  in a position to provide any assessment with respect to  its
potential outcome.  See also "Business -- Government Regulations --
Regulatory Approvals in Connection with the Merger."

Employees
          
     As  of  March  15, 1997, the Company employed  approximately
2,631   full-time   employees  and   558   part-time   employees.
Additional employees will need to be hired in connection with the
opening  of The Reserve.  None of the Company's current employees
is  employed  pursuant to collective bargaining  or  other  union
arrangements.   Management believes its  employee  relations  are
good.

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
limitations, conditioning or suspension of gaming licenses  could
(and  revocation  of gaming licenses would) materially  adversely
affect the operations of the Company in that jurisdiction.

     Nevada.   The  ownership  and  operation  of  casino  gaming
facilities  in  Nevada  are subject to:  (i)  the  Nevada  Gaming
Control   Act   and   the   regulations  promulgated   thereunder
(collectively, "Nevada Act"); and (ii) 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 proposed  to  be
conducted  at  The Reserve will also be subject to licensing  and
regulatory  control  of the Liquor Board of  Clark  County.   The
Nevada  Commission, the Nevada Board, and the  Liquor  Boards  of
Elko  and  Clark  Counties are collectively referred  to  as  the
"Nevada Gaming Authorities."

     <PAGE>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:   (i)
the  prevention of unsavory or unsuitable persons from  having  a
direct or indirect involvement with gaming at any time or in  any
capacity;  (ii)  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,  (iii)  providing
reliable  record  keeping and requiring the  filing  of  periodic
reports  with the Nevada Gaming Authorities; (iv) the  prevention
of  cheating and fraudulent practices; and (v) 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'  casinos,  is
required  to  be  licensed by the Nevada Gaming Authorities,  and
ACLVI,  which  will operate The Reserve, will be 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,  which  is  a
corporate licensee ("Corporate Licensee") under the terms of  the
Nevada  Act.  Ameristar will be required to be found suitable  to
own  the  stock  of ACLVI, which, if licensed,  will  also  be  a
Corporate  Licensee.  As a Registered Corporation,  Ameristar  is
required  periodically to submit detailed financial and operating
reports   to  the  Nevada  Commission  and  furnish   any   other
information which 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  and
CPI  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.   ACLVI and/or Ameristar  have  filed  or
intend  to  file applications with the Nevada Gaming  Authorities
for   the   various   registrations,  findings  of   suitability,
approvals,  permits  and licenses required to  engage  in  gaming
activities at The Reserve.  No assurance can be given that  ACLVI
will  be licensed, or if licensed, that it will be licensed on  a
timely  basis.  If ACLVI is licensed, it will also become subject
to the following regulatory requirements.

     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  which   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.  <PAGE>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  and Ameristar are required (and ACLVI will be 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 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  casinos)  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 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  <PAGE>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: (i) voting on all matters  voted  on  by
stockholders;  (ii)  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  (iii)   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, (i) pays  that  person  any
dividend  or  interest upon voting securities of Ameristar,  (ii)
allows  that  person  to exercise, directly  or  indirectly,  any
voting  right  conferred through securities held by  the  person,
(iii)  pays remuneration in any form to that person for  services
rendered or otherwise, or (iv) 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:  (i) pays to the unsuitable person any  dividend,
interest,  or  any distribution whatsoever; (ii)  recognizes  any
voting  right by such unsuitable person in connection  with  such
securities; (iii) pays the unsuitable person remuneration in  any
form; or (iv) makes any payment to the <PAGE>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.   Such
approval, if given, does 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.

     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:   (i)  assure  the
financial  stability of Corporate Licensees and their affiliates;
(ii)  preserve the beneficial aspects of conducting  business  in
the  corporate form; and (iii) 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<PAGE>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 either monthly, quarterly or annually and are based  upon
either: (i) a percentage of the gross revenues received; (ii) the
number  of gaming devices operated; or (iii) the number of  table
games  operated.   A casino entertainment tax  is  also  paid  by
casino  operations where entertainment is furnished in connection
with the selling of food, refreshments or 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 that are harmful to the State of
Nevada or its ability to collect gaming taxes and fees, or employ
a  person in the foreign operation who has been denied a  license
or  finding  of suitability in Nevada on the ground  of  personal
unsuitability.

     Mississippi.    The  ownership  and  operation   of   casino
facilities  in  Mississippi are subject to  extensive  state  and
local  regulation.  Regulation is primarily effected through  the
licensing  and  regulatory  control  of  the  Mississippi  Gaming
Commission  (the  "Mississippi Commission")  and  the  regulatory
control  of  the  Mississippi State Tax Commission (collectively,
the "Mississippi Gaming Authorities").

     The  Mississippi Gaming Control Act (the "Mississippi Act"),
which  legalized  dockside  casino  gaming  in  Mississippi,  was
enacted   on   June  29,  1990.   Although  not  identical,   the
Mississippi Act is similar to the Nevada Gaming Control Act.  The
Mississippi Commission 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: (i)  prevent
unsavory or unsuitable persons from having any direct or indirect
involvement  with  gaming at any time or in  any  capacity;  (ii)
establish  and  maintain  responsible  accounting  practices  and
procedures;  (iii) 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; (iv) prevent cheating  and
fraudulent  practices; <PAGE>(v) provide a source  of  state  and
local  revenues  through taxation and licensing  fees;  and  (vi)
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
affect  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.   As  of  March  1,  1997,  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.  At least one lawsuit is pending with
respect  to the expansion of eligible gaming sites in Mississippi
Gulf  Coast counties, and another lawsuit is pending in  which  a
landowner  has  appealed  a  finding  of  unsuitability  by   the
Mississippi  Gaming Authorities of a site on the Big Black  River
in   Warren  County  near  Interstate  20  between  Jackson   and
Vicksburg.    The   law  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.   There  are  no  limitations on  the  number  of  gaming
licenses which may be issued in Mississippi.

     Ameristar,  and any subsidiary of Ameristar that operates  a
casino in Mississippi (a "Gaming Subsidiary"), is subject to  the
licensing  and  regulatory  control  of  the  Mississippi  Gaming
Authorities.   Ameristar is required to register  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  which  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.

     Gaming  licenses are not transferable, are initially  issued
for   a   two-year  period  and  must  be  renewed   periodically
thereafter.  ACVI was granted a renewal of its gaming license  by
the  Mississippi  Commission on January  21,  1996.   The  gaming
license  for ACVI must be renewed in January of 1998.  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.

     <PAGE>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
or  licensed, in which case those persons must pay the costs  and
fees   associated  with  such  investigation.   The   Mississippi
Commission  may deny an application for a license 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.

     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 permits  certain
institutional investors to own beneficially up to 10% 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.   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: (i) pays the unsuitable person any dividend  or  other
distribution  upon  the  voting  securities  of  Ameristar;  (ii)
recognizes  the exercise, directly or indirectly, of  any  voting
rights  conferred  by securities held by the  unsuitable  person;
(iii)  pays  the unsuitable person any remuneration in  any  form
for<PAGE>services  rendered  or  otherwise,  except  in   certain
limited  and specific circumstances; or (iv) 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  security  holders,
including  the holders of any debt securities.  In addition,  the
Mississippi  Commission under the Mississippi  Act  may,  in  its
discretion,  (i) require holders of debt securities of  Ameristar
to  file  applications, (ii) investigate such holders, and  (iii)
require  such  holders  to be found suitable  to  own  such  debt
securities.   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 a current stock ledger in its principal
office in Mississippi and Ameristar must maintain a current  list
of  shareholders  in  the principal office  of  ACVI  which  must
reflect  the  record ownership of each outstanding share  of  any
class  of  equity security issued by Ameristar.  The  stockholder
list may thereafter be maintained by adding reports regarding the
ownership  of  such securities that it receives from  Ameristar's
transfer  agent.   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 an issuance or a public offering  of  its
securities, but may pledge or mortgage casino facilities,  if  it
obtains   the  prior  approval  of  the  Mississippi  Commission.
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<PAGE>approval,   if   given,   does   not    constitute    a
recommendation  or  approval  of the  investment  merits  of  the
securities  subject to the offering.  Any representation  to  the
contrary is unlawful.

     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.  The  Mississippi
Gaming  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:  (i)  assure  the  financial
stability  of  corporate gaming operations and their  affiliates;
(ii)  preserve the beneficial aspects of conducting  business  in
the  corporate form; and (iii) 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  above  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 Nevada and Iowa 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<PAGE>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 will be conducted.   Depending
upon the particular fee or tax involved, these fees and taxes are
payable either monthly, quarterly or annually and are based  upon
(i)  a  percentage of the gross gaming revenues received  by  the
casino  operation, (ii) the number of slot machines  operated  by
the  casino  or (iii) 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.

     In  October  of 1994, the Mississippi Commission  adopted  a
regulation  requiring  as  a condition of  licensure  or  license
renewal  that  a  gaming establishment's plan include  a  500-car
parking  facility  in close proximity to the casino  complex  and
infrastructure facilities which will amount to at  least  25%  of
the casino cost.  Notwithstanding the Company's belief that it is
in  compliance with this requirement, the Mississippi  Commission
has  advised the Company that it believes the expansion  of  non-
gaming  amenities  by  the Company and  its  competitors  in  the
Vicksburg  market  is necessary for the growth  of  this  market.
Management agrees with this view, and the Company is constructing
a  144-room  hotel at Ameristar Vicksburg.  Site  work  for  this
project  has begun, and it is anticipated that construction  will
be  completed  in  late 1997, absent unforeseen  construction  or
other delays.  The Mississippi Commission has advised the Company
that  the  Commission would consider it as a negative  factor  if
this  hotel  is not completed by the January 21, 1998  expiration
date  of the Company's gaming license.  Although the Company does
not  believe that a failure to complete the hotel by January  21,
1998, will affect the renewal of its gaming license, no assurance
can  be  given  with respect to the actions,  if  any,  that  the
Mississippi Commission may take against the Company if the  hotel
is not completed by that date.

     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 must be 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 <PAGE>of two hours.  The Iowa
Gaming Commission has determined that the excursions conducted by
the  Council  Bluffs  Casino  during  the  1996  cruising  season
satisfied  the requirements of Iowa law for the conduct  of  off-
season  operations, notwithstanding the failure of  such  minimum
number  of  excursions to follow a defined route  due  to  safety
concerns.

     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
Section 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 February 28, 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").  This  contract  was
approved  by  the  Iowa  Gaming  Commission.   The  term  of  the
Operator's Contract runs until December 31, 2002, with two  five-
year  renewal  options.  The license awarded by the  Iowa  Gaming
Commission  was recently renewed for a one-year term expiring  on
March 31, 1998.

     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  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 one million dollars of adjusted gross receipts, ten
percent  (10%) on the next two million dollars of adjusted  gross
receipts and twenty percent (20%) on adjusted gross receipts over
three million dollars.  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<PAGE>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.  In  January  1997,  ACCBI
received  another letter from the Association invoking the  audit
procedures  under the Operator's Contract.  ACCBI is  cooperating
in  the  audit  but  has  advised the Association  that  it  will
vigorously  resist any attempt to collect an additional  fee  for
passengers re-entering the boat.

     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  Approvals in Connection with  the  Merger.   The
Merger  did  not  require the prior approval or  consent  of  any
gaming  regulatory authority in the States of Nevada, Mississippi
and  Iowa.   Each  of  the Gem Stockholders, Messrs.  Rebeil  and
Magliarditi,  applied to the Nevada Commission for a  finding  of
suitability to be associated with Ameristar, although pursuant to
the  Merger Agreement, as amended, Mr. Rebeil agreed  not  to  be
associated with Ameristar in any capacity.  The Merger  Agreement
provided  for  Ameristar to hire Mr. Magliarditi as  an  officer,
although  Mr. Magliarditi agreed that until the Nevada Commission
acted upon his application for a finding of suitability, he would
not  assume any position as an officer of Ameristar.  The  Nevada
Commission  denied the application of each of Messrs. Rebeil  and
Magliarditi  in  January  and February 1997,  respectively.   The
Company  terminated Mr. Magliarditi's employment upon the  denial
of his application by the Nevada Commission.

     A  record  or beneficial owner of the Gem Notes, if  issued,
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 (i) pays interest on
the  Gem Notes to the unsuitable person, (ii) pays the unsuitable
person remuneration in any form or (iii) makes any payment to the
unsuitable  person  by way of principal, redemption,  conversion,
exchange,  liquidation  or  similar  transaction.   Although  the
Nevada Commission in January and February 1997 found each of  the
Gem  Stockholders  unsuitable for certain  purposes,  the  Nevada
Commission has not found either of them to be unsuitable to  hold
the  Gem Notes.  If any gaming regulatory authority finds  a  Gem
Stockholder  unsuitable to own the Gem Notes, a  dispute  between
the  Company  and  the person or persons found unsuitable  likely
would  arise,  which may have a material adverse  effect  on  the
Company's   business,   financial  condition   and   results   of
operations.

     <PAGE>The  Company has been advised that if the Company  and
the Gem Stockholders reach a negotiated settlement of the pending
arbitration claims, the settlement terms will require  the  prior
approval of the Nevada Commission.  In addition, the Company  has
been  advised that the terms of an arbitration award may  require
the  approval  of the Nevada Commission if they differ  from  the
terms  of  the Merger Agreement.  There can be no assurance  that
the  Nevada  Commission would approve settlement terms determined
by  the Board of Directors to be acceptable to the Company or the
terms  of  any arbitration award.  See "Business -- Terms  of  the
Merger Agreement; Dispute with Gem Stockholders."

     The  Company has been advised by the Mississippi  Commission
that  it is monitoring the actions of the Nevada Commission  with
respect  to the Merger and the Company's relationships with  each
of  the  Gem  Stockholders.  As of the date of this  Report,  the
Mississippi  Commission has not taken any action or  imposed  any
requirements  on the Company with respect to the  Merger  or  the
Company's relationships with either of the Gem Stockholders.

     Other  Jurisdictions.  The Company expects to be subject  to
similar  rigorous  regulatory standards in each  jurisdiction  in
which  it  seeks to conduct gaming operations.  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 requires most gaming licensees to file reports related
to  cash  purchases of chips, cash wagers, cash deposits or  cash
payment of gaming debts, if any 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
<PAGE>casinos are exempt from Title 31, the Nevada Commission has
recently  enacted amendments to the Nevada Act that  parallel  in
several respects the amendments to the Bank Secrecy Act.

     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 which
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.

     The  United  States Congress has recently passed legislation
which  creates a national gaming study commission (the  "National
Gaming   Commission").   The  National  Gaming  Commission   will
generally  have  the  duty to conduct a comprehensive  legal  and
factual  study  of  gambling in the United  States  and  existing
federal,  state and local policies and practices with respect  to
the  legalization  or  prohibition  of  gambling  activities,  to
formulate and propose changes in such policies and practices  and
to  recommend  legislation and administrative  actions  for  such
changes.   It  is  not possible to predict the future  impact  of
these  proposals  on  the Company and its operations.   Any  such
proposals  could have a material adverse affect on the  Company's
business.

     Non-Gaming Regulations.  The sale of alcoholic beverages  by
the  Company is or will be 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  the  Company  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.  Changes in licensed positions
must be approved by the applicable Liquor License Authorities.

     <PAGE>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, vessels must be dry-docked  for  an
inspection  of the outside of the hull resulting  in  a  loss  of
service  that  may have an adverse effect on the  Company.   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, are 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.  See "Properties."

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  Farmers  Home
Administration  ("FmHA") projects.  These housing  units  support
the  primary  operations of the Jackpot Properties.  The  Jackpot
Properties  are subject to deeds of trust securing the  Revolving
Credit  Facility, and the FmHA housing projects  are  subject  to
mortgage loans in favor of the FmHA.

     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 seven parcels  in  Vicksburg
along  Washington  Street  near  Interstate  20.   These  parcels
comprise approximately 43.4 acres, approximately 30 of which  are
developable.  Of the seven parcels, three have been  acquired  by
direct  purchase and four have been acquired by<PAGE>lease.   The
aggregate  monthly  rent under the leases at March  1,  1997  was
approximately $54,000.  Each lease provides for the Company to be
responsible  for  all  taxes, insurance premiums,  utilities  and
other  ownership and operating costs associated with the property
during the entire term of the lease.  Each lease includes options
for  the  Company  to  purchase the applicable  parcels,  for  an
aggregate price which decreases over time from approximately $5.9
million to approximately $2.0 million.  A substantial portion  of
the purchase prices may be paid in installments with interest  at
stated  rates.  The Company does not have any plans  to  exercise
any of these purchase options prior to its expiration.

     The  Vicksburg  Casino,  the Company's  leasehold  interests
relating to the Ameristar Vicksburg site and substantially all of
that portion of the Ameristar Vicksburg site owned by the Company
serve  as  collateral  for the Company's  obligations  under  the
Revolving   Credit  Facility.   The  hotel  being  developed   at
Ameristar  Vicksburg and the underlying property are expected  to
be  subject to a deed of trust securing a loan to fund 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
approximately 0.623 acres of the Ameristar Council Bluffs site to
Kinseth  Hotel Corporation for the development and  operation  by
Kinseth  of a 140-room limited service Holiday Suites hotel  that
opened  on  March  31, 1997.  All of the Company's  interests  in
Ameristar  Council  Bluffs  are subject  to  collateral  security
instruments  securing  the Revolving Credit  Facility  and  other
indebtedness  in  the original principal amount of  approximately
$19.8 million.

     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 53 acres,  of  which
approximately  46  acres are developable.  The Company  currently
owns  28  acres  of  the  site and has  options  to  acquire  the
remainder of the site.  Each option exercise must be for at least
five acres and a minimum of five acres of the option land must be
acquired  each year (commencing October 1, 1997) or the remaining
options  expire.  The Company exercised an option for five  acres
of  the  site  in April 1997.  The option exercise prices,  which
increase  at the rate of 8% per annum from October 1,  1995,  are
$217,800  per acre for the first 17 acres and $152,460  per  acre
for  each  remaining acre, in each case plus 8%  per  annum  from
October  1,  1995 through the date of exercise.  The construction
of  Phase  I  of The Reserve may require the Company to  exercise
options  for  an  additional  seven  acres  of  land.   Phase  II
construction would also require the Company to acquire additional
land, the area of which has not yet been determined.

     <PAGE>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 23 acres of  the
site now 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 on the  30
acres  of  The Reserve site under option or subsequently acquired
by  the  Company indicated the property does 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 16,000 square  feet
of  office space in Las Vegas, Nevada for its executive  offices,
which the Company occupied in March 1997.

     The  Company  owns  a one-half interest  in  a  1982  Cessna
Citation  ISP  jet aircraft (the "Aircraft"); the other  one-half
interest  in the Aircraft is owned by Gem Air, Inc. ("Gem  Air"),
an  affiliate  of  Rebeil.  As members  of  Nevada  AG  Air  Ltd.
("NVAGAIR"), a limited liability operating company,  the  Company
and  Gem  Air  own a hangar and related ground lease rights  (the
"Hangar") at McCarran International Airport in Las Vegas, Nevada,
at which the Aircraft is based.  NVAGAIR has leased the Hangar to
the  Company on a long-term basis.  Under the agreements  between
the  Company and Gem Air, the Company has operational control  of
the  Aircraft  and the Hangar and is responsible for  all  costs,
including  debt  service, associated with the  Aircraft  and  the
Hangar, other than certain variable costs associated with the use
of the Aircraft by Gem Air or its affiliates.

Item 3.   Legal Proceedings
          
     Roy  Patel v. Ameristar Casino Vicksburg, Inc.  On March 23,
1994,  Roy  Patel ("Patel") filed a lawsuit against ACVI  for  $5
million  in  compensatory and $12.5 million in punitive  damages.
The  suit  was  filed  in  the Circuit Court  of  Warren  County,
Mississippi,  as  case number 940042CI.  ACVI's  security  system
videotaped Mr. Patel allegedly "pinching" bets at a craps  table.
Mr.  Patel was expelled from the casino.  Mr. Patel alleged  this
was  done  wrongfully  and in a fashion  that  constituted  false
imprisonment  and  caused him embarrassment and  great  emotional
distress.   After  a trial in January 1997, the jury  returned  a
verdict  in  favor  of ACVI and a finding of no  liability.   The
plaintiff filed a motion for a new trial, which was denied by the
court.   The  plaintiff  has stated an intention  to  appeal  the
judgment.   ACVI's  general  liability  insurance  carriers  have
accepted  the  tender of the defense, but under a reservation  of
rights.   Management does not believe that ACVI has any  material
exposure,  and  even if there is a subsequent determination  that
there is any liability management believes it would be covered by
insurance (subject to the deductible).

     <PAGE>Clothe  H. James, et al. v. Ameristar  Casinos,  Inc.,
Ameristar  Casino Vicksburg, Inc., et al.  On January  18,  1996,
the plaintiffs commenced a lawsuit against the Company, ACVI, and
Riverboat Corporation of Mississippi, d/b/a Isle of Capri Casino.
The  suit  is  filed in the Circuit Court of the  First  Judicial
District of Hinds County, Mississippi, as Civil Action No. 251-96-
54CN.   The plaintiffs filed an amended complaint on February  6,
1996.  The plaintiffs seek $5 million in actual damages and  $7.5
million in punitive damages.  This case involves alleged wrongful
death  and  personal  injuries to four persons.   The  plaintiffs
allege  that  ACVI and the Isle of Capri Casino each  negligently
served  alcohol to a visibly intoxicated person who later crashed
his  vehicle.   Two  persons were killed  and  two  persons  were
severely injured.  Ameristar and ACVI have answered the complaint
in  which they have denied liability.  Discovery is ongoing,  and
Ameristar  and has filed a motion for summary judgment to  remove
Ameristar as a defendant in the proceedings.  However, the  court
has  not  yet  ruled  on this motion.  ACVI's  general  liability
insurance  carriers have accepted the tender of the defense,  but
have   notified  the  Company  that  the  insurers  may  not   be
responsible for any punitive damages.  Legal counsel has  advised
the  Company  that  Mississippi law generally does  not  preclude
punitive   damage  awards  being  covered  by  general  liability
policies, although there is no Mississippi case on point with the
alleged facts of the James case.

     Perini-Anderson v. ACCBI.  Perini-Anderson, a joint venture,
in  which Perini Building Company is a principal, is the  general
contractor  for  the construction of the main  pavilion  and  the
Ameristar  hotel  at  Ameristar  Council  Bluffs.   The  contract
between  Perini-Anderson and ACCBI contains a guaranteed  maximum
price  and  specific  dates for completion.   The  contract  also
contains  provisions  for liquidated damages  if  Perini-Anderson
fails to meet the established completion dates.

     On September 20, 1996, ACCBI received from Perini-Anderson a
demand  for  arbitration  regarding the  amounts  due  under  the
contract.   The  demand does not contain a plea  for  a  specific
amount  of  damages, and instead requests an award for  extra  or
changed  work, delayed, disrupted and accelerated work,  together
with inefficiencies and impacts experienced on the project, along
with  unpaid  retainage  and certain other  costs.   Based  on  a
statement of damages filed in the arbitration by Perini-Anderson,
management understands that Perini-Anderson's claims are  for  an
amount  of  approximately $4.6 million,  which  includes  certain
amounts  due  to  subcontractors that have been  paid  by  ACCBI.
ACCBI  submitted  a  counterclaim in  the  arbitration  for  cost
overruns in excess of the guaranteed maximum price that ACCBI has
had to pay, liquidated damages for delay and certain other costs.
ACCBI  has  submitted a statement of damages in  the  arbitration
seeking  $7.1 million from Perini-Anderson.  Perini-Anderson  has
asserted  that  it  is entitled to equitable  extensions  to  the
scheduled completion date for, among other things, delays  caused
by change orders and unanticipated severe weather conditions that
eliminate liability of Perini-Anderson to ACCBI for cost overruns
and liquidated damages.

     The  arbitration proceedings will be conducted in accordance
with  the rules of the American Arbitration Association and  will
be  held  in  Council Bluffs, Iowa.  There are three arbitrators,
one  selected by ACCBI, one selected by Perini-Anderson  and  one
selected  by the other two arbitrators.  The hearing is scheduled
to  commence in July 1997.  Management is <PAGE>not able at  this
time  to  make an assessment with respect to the outcome of  this
arbitration proceeding.

     Margaret  Botsford v. ACVI.  On October 30,  1996,  Margaret
Botsford  commenced  a  lawsuit in the Circuit  Court  of  Warren
County,  Mississippi,  entitled Margaret  Botsford  v.  Ameristar
Casino  Vicksburg  et  al.  The case number  is  96,205-CI.   Ms.
Botsford  was an employee of ACVI.  She alleges in the  complaint
that  she  was wrongfully asked to take a breathalyzer  test  for
alcohol.   She claims that the tests showed that she was  neither
under  the  influence  of alcohol, nor  was  she  impaired.   She
further  alleges that ACVI wrongfully terminated her.   According
to  the  complaint, ACVI's actions defamed her,  failed  to  hold
certain information confidential, and falsely arrested her.   She
ask  for  $500,000  in compensatory damages  and  $5  million  in
punitive damages.  ACVI has denied liability in an answer to  the
complaint and the matter is currently in discovery.

     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  A  347722.   A named defendant in the amended  complaint,
filed on January 29, 1996, action is 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  stockholder of Gem.  The plaintiffs allege that  the  Gem
Stockholders   (Messrs.   Rebeil  and  Magliarditi)   and   their
controlled  entities (including Gem) engaged in a  conspiracy  to
defraud the plaintiffs in connection with the land purchase.  The
plaintiffs  allege violations of Nevada's racketeering  statutes,
fraud  and  unjust  enrichment.  The total  damages  claimed  are
alleged  to  be approximately $10 million.  The case  is  in  the
beginning stages of discovery.

     The Gem Stockholders are required to indemnify ACLVI against
the  claims  in  the Hafen litigation under the Merger  Agreement
pursuant to which Gem was merged into ACLVI, which obligation was
acknowledged  in  a letter from Mr. Magliarditi  to  the  Company
dated  June  11,  1996.   The Company is seeking  indemnification
against this claim in the arbitration proceeding it has commenced
against the Gem Stockholders.

     Other  Legal Proceedings and Claims.  See "Business --  Terms
of  the  Merger  Agreement; Dispute with  Gem  Stockholders"  and
"Business  --  Government  Regulations --  Iowa"  for  information
concerning  an arbitration proceeding recently commenced  by  the
Company  against  the  Gem Stockholders and  a  contract  dispute
between ACCBI and Iowa West Racing Association, the holder of the
gaming license under which the Council Bluffs Casino operates.

     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, if adversely determined, to  have  a  material
adverse effect on the Company.

     <PAGE>Item  4.  Submission of Matters to a Vote of  Security
Holders.

     None.

                          <PAGE>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:

</TABLE>
<TABLE>
          <S>                <C>          <C>
                               High          Low
                 1995                  
          First Quarter      $ 8.75       $ 4.50
          Second Quarter      10.50         6.13
          Third Quarter        8.50         6.25
          Fourth Quarter       7.13         5.75
                                                
                 1996                           
          First Quarter        7.50         6.00
          Second Quarter      14.75         6.25
          Third Quarter       13.13         5.25
          Fourth Quarter       6.13         4.75
</TABLE>
                                                
     On  March  31,  1997, there were 329 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
obligates  the Company to comply with certain financial covenants
that  may  restrict  or prohibit the payment of  dividends.   See
"Management's Discussion and Analysis of Financial Condition  and
Results of Operations -- Liquidity and Capital Resources."

<PAGE>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, which are included  in  this
Report.
<TABLE>
                     AMERISTAR CASINOS, INC.
              CONSOLIDATED SELECTED FINANCIAL DATA
<S>                   <C>     <C>      <C>       <C>        <C>       <C>                             
                      For the  For the  For the   For the   For the   For the
                       year     year   three mos.  year      year       year
                       ended    ended    ended     ended     ended     ended
Income Statement      9/30/92  9/30/93  12/31/93  12/31/94  12/31/95  12/31/96
Data:                 -------  -------  --------  --------  --------  -------- 
                             (amounts in thousands, except per share data)
REVENUES:                                                        
Casino                 $29,741  $32,285 $ 7,938   $ 90,882  $ 99,364  $161,338
Food and beverage        9,713   10,164   2,521     17,494    19,303    24,250
Rooms                    6,095    6,812   1,491      7,580     7,861     7,641
General Store            2,431    2,283     582      2,557     2,595     2,389
Other                    2,066    3,464     935      5,265     5,161     5,371
                       -------  -------  ------   --------  --------  --------
                        50,046   55,008  13,467    123,778   134,284   200,989
Less: Promotional       
allowances               4,450    4,982   1,308      9,425    10,417    12,524
                       -------  ------- -------   --------  --------  -------- 
Net revenues            45,596   50,026  12,159    114,353   123,867   188,465
                       -------  ------- -------   --------  --------  --------                                                  
COSTS AND EXPENSES:                                                      
Casino                  11,497   13,067   3,310     40,347    44,503    75,685
Food and beverage        6,469    6,758   1,922     12,469    11,747    16,773
Rooms                    1,911    1,971     312      2,249     2,404     2,368
General Store            2,106    2,024     367      2,213     2,292     2,108
Other                    2,818    4,071   1,024      6,199     5,919     4,946
Selling, general &    
administrative           6,316    6,378   1,795     20,599    20,437    37,006
Business development       -        418     122      1,446     1,704     1,622
Utilities &             
maintenance              2,994    3,274     795      6,417     7,056     9,130
Depreciation and       
amortization             4,054    4,185     993      7,062     9,721    14,135
Preopening costs           -        -       -        5,408       -       7,379
                       -------  ------- -------   --------  --------  -------- 
Total costs & expenses  38,165   42,146  10,640    104,409   105,783   171,152
                       -------  ------- -------   --------  --------  --------
Income from operations   7,431    7,880   1,519      9,944    18,084    17,313
                      
                                                                         
OTHER INCOME                                                             
(EXPENSE):
Interest income             31       43       9         86       205       354
Interest expense        (1,192 )   (750)    (30)    (3,379)   (3,958)   (8,303)
Other                      (23)      26       2         (5)      -         (77)
                       -------  ------- -------   --------   -------  --------
Income before income      
tax provision            6,247    7,199   1,500      6,646    14,331     9,287
Income tax provision       -      2,294     575      2,426     5,236     3,390
                       -------  ------- -------   --------  --------  --------
Income before                                                             
extraordinary loss                                                       
and cumulative effect  
of a change in
accounting principle     6,247    4,905     925      4,220     9,095     5,897
                                                                          
Extraordinary loss on                                                     
early retirement of                                                      
debt, net of income  
tax benefit
of $353                    -        -       -          -        (657)      -
</TABLE>

                  <PAGE>
<TABLE>
                        AMERISTAR CASINOS, INC.
              CONSOLIDATED SELECTED FINANCIAL DATA
                           (continued)
<S>                 <C>        <C>      <C>       <C>       <C>        <C>                                
                     For the   For the   For the  For the   For the    For the
                      year      year    three mos. year      year       year
                      ended     ended     ended    ended     ended      ended
Income Statement     9/30/92   9/30/93  12/31/93  12/31/94  12/31/95   12/31/96
Data (continued):   --------  --------  --------  --------  --------   --------      
                       (amounts in thousands, except per share data)
Cumulative effect of a                                                 
change in accounting                                                  
principle:  Adoption                                                  
of SFAS 109    
"Accounting for
Income Taxes"            -         -         720        -         -          -
                    --------  --------  --------  ---------  ---------  --------
NET INCOME          $  6,247  $  4,905  $  1,645  $   4,220  $   8,438  $  5,897
                    ========  ========  ========  =========  =========  ========
PRO FORMA NET INCOME                                                   
(unaudited):
Income before pro                                                      
forma income tax      
provision           $  6,247   $ 7,778       
Pro forma income tax                                    
provision              2,124     2,645
                    --------   -------
Pro forma net income $ 4,123   $ 5,133                                  
                    ========   =======       
                                                                       
EARNINGS PER SHARE:                                                    
Income before                                       
extraordinary loss                                  $0.21     $0.45      $0.29
Extraordinary loss                                    -       (0.03)       -
                                                    -----     -----      -----
Net income                                          $0.21     $0.42      $0.29
                                                    =====     =====      =====
PRO FORMA EARNINGS PER                                                 
SHARE (unaudited)                 $0.27   $0.08
                                  =====   ===== 
WEIGHTED AVERAGE                                                       
SHARES OUTSTANDING                                 20,360    20,360      20,360
                                                   ======    ======      ======
PRO FORMA WEIGHTED                                                     
AVERAGE SHARES                
OUTSTANDING:                    18,444   19,971
                                ======   ======                         
                      as of     as of    as of     as of     as of
Balance Sheet and    9/30/92   9/30/93 12/31/94  12/31/95  12/31/96
Other Data:          -------   ------- --------  --------  --------   
                              (amounts in thousands)
                                                               
Cash                 $ 1,787   $ 2,853 $  9,169  $ 14,787  $ 10,724
Total assets          42,205    66,711  125,347   202,220   270,052
Total notes payable                                            
and long-term debt,    
net of current         
maturities            11,761    24,686   45,300   101,869   143,893
Stockholders' equity  25,291    26,844   56,609    65,047    70,944
Capital expenditures   2,263    26,158   33,329    64,783    76,388
</TABLE>

Financial  data  as  of  dates and for periods  ending  prior  to
November  1993  reflect  restated  financial  statements   giving
retroactive  effect  to  a  corporate  reorganization   completed
immediately prior to the closing of the Company's initial  public
offering.   Pursuant to the reorganization, CPI  and  ACVI,  then
companies  under  the common control of Craig H. Neilsen,  became
wholly owned subsidiaries of the Company.

The  Vicksburg  Casino  and certain other portions  of  Ameristar
Vicksburg  opened in late February 1994.  The remaining Ameristar
Vicksburg facilities were completed and opened through May  1994.
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.  The Company's  remaining
land-based  facilities  at  Ameristar Council  Bluffs  opened  in
February and March 1997.

<PAGE>Item   7.   Management's  Discussion  and
          Analysis  of Financial Condition  and
          Results of Operations
          
Results of Operations
          
     Ameristar  Casinos,  Inc. ("Ameristar" or  "ACI")  owns  and
operates  casino-hotels through three wholly owned  subsidiaries,
Cactus  Pete's,  Inc. ("CPI"), Ameristar Casino  Vicksburg,  Inc.
("ACVI") and Ameristar Casino Council Bluffs, Inc. ("ACCBI").  In
addition, Ameristar is developing a casino-hotel through a fourth
subsidiary, Ameristar Casino Las Vegas, Inc. ("ACLVI"), and holds
a   majority   interest  in  Nevada  AG  Air  Ltd.   ("NVAGAIR").
Collectively,  Ameristar together with the aforementioned  wholly
owned  subsidiaries and NVAGAIR are referred  to  herein  as  the
"Company."

     CPI  owns  and operates Cactus Petes Resort Casino  ("Cactus
Petes")  and  The  Horseshu Hotel and Casino  (collectively,  the
"Jackpot  Properties"),  two casino-hotels  located  in  Jackpot,
Nevada  at the Idaho border.  ACVI owns and operates a riverboat-
themed dockside casino (the "Vicksburg Casino") and related land-
based   facilities  (collectively,  "Ameristar   Vicksburg")   in
Vicksburg,  Mississippi.   ACCBI owns and  operates  a  riverboat
casino (the "Council Bluffs Casino") and related land-based hotel
and  other facilities (collectively, "Ameristar Council  Bluffs")
in  Council  Bluffs, Iowa.  The Council Bluffs Casino  opened  on
January 19, 1996, portions of the 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.

     ACLVI will be the operating entity for The Reserve Hotel and
Casino ("The Reserve") under development in Henderson, Nevada  at
the  intersection  of Interstate 515 and Lake  Mead  Drive.   The
Company,  through  the  merger of the initial  developer  of  The
Reserve  into  ACLVI, acquired The Reserve on  October  9,  1996.
ACLVI will complete construction of The Reserve, and will operate
the  property upon its completion.  Construction on  The  Reserve
has   been  suspended  pending  the  availability  of  additional
financing.   Uncertainties concerning  the  form  and  amount  of
merger  consideration payable in connection with the  acquisition
of  The  Reserve caused the Company's bank lenders to cancel  the
closing of an increased credit facility for the Company scheduled
to  occur  in  late  March  1997.   See  "Liquidity  and  Capital
Resources" below.

     In  connection with the acquisition of The Reserve, in  July
1996   the  Company  established  NVAGAIR,  a  limited  liability
company,  to  hold  certain aviation-related assets  the  Company
controls though its majority interest in NVAGAIR.

     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 may not be indicative of results
to be expected for future periods.

<PAGE>Year Ended December 31, 1996 Versus Year Ended December 31,
1995

Summary

     The  opening of Ameristar Council Bluffs, beginning with the
Council  Bluffs  Casino  in  January  1996,  brought  a  year  of
significant  growth in Ameristar's consolidated net revenues  and
income from operations before preopening costs.

     Consolidated  net revenues increased over  50%  from  $123.9
million  in  1995  to  $188.4  million  in  1996.   Income   from
operations rose to $24.7 million in 1996 before the $7.4  million
charge  for  preopening  costs associated  with  the  opening  of
Ameristar  Council  Bluffs,  a 36.5% increase  over  income  from
operations  of  $18.1  million in the prior  year.   Income  from
operations after preopening costs was $17.3 million in 1996.

     Total  operating  expenses as a percentage of  net  revenues
were  90.8%  in  1996 (86.9% before the Ameristar Council  Bluffs
preopening  costs) versus 85.4% in 1995.  The increase  reflects,
in  addition to the preopening costs, a higher casino expenses to
casino  revenues ratio in the new Council Bluffs Casino  than  at
the Company's other properties.  See "Costs and Expenses" below.

     On  a year-to-year comparable basis (i.e., before preopening
costs  in  1996 and an extraordinary charge in 1995), net  income
increased $1.5 million to $10.6 million in 1996 from $9.1 million
in  1995,  reflecting  the  positive impact  of  the  opening  of
Ameristar Council Bluffs.  After preopening costs, net income for
the  year  ended  December 31, 1996 was $5.9 million  versus  net
income  for  the  year ended December 31, 1995 of  $8.4  million.
Earnings  per  share before preopening costs were $.52  for  1996
($.29 after preopening costs).  Earnings per share were $.42  for
1995  after  an  extraordinary charge of $.03 per share  for  the
refinancing of the Company's credit line.

Revenues

     During  1996, Ameristar Council Bluffs was one  of  the  top
gaming  revenue  producers  in the  State  of  Iowa,  while  both
Ameristar  Vicksburg and the Jackpot Properties  remained  market
share leaders in their areas.

     With  nearly a full year of casino operations and a  partial
year of non-gaming operations, Ameristar Council Bluffs had total
net  revenues of $70.3 million for 1996.  Despite the opening  of
land-based facilities in the middle and at the end of  the  year,
Ameristar Council Bluffs was the leader in both casino and  total
revenues among the Company's four operating casino properties.

     Net  revenues for Ameristar Vicksburg were $66.1 million for
the  year ended December 31, 1996 compared with $67.6 million for
the  prior  year.  Though showing a slight decrease in  revenues,
management believes Ameristar Vicksburg was able to maintain  its
leading  position  in  the  Vicksburg  market  through  effective
promotional  strategies  and  by  <PAGE>continuing   to   provide
customers  with superior service and quality gaming and nongaming
products.

     The  Jackpot  Properties  produced  net  revenues  of  $51.6
million, a 7.7% decrease from the $55.9 million produced in 1995.
Management believes that the decrease is primarily the result  of
additional  competition for the traditional gaming customer  base
of  the  Jackpot Properties.  This competition has come from  new
and  renovated facilities in Jackpot, as well as the addition  of
Native  American and other casinos in the outer market, including
Washington, Oregon and Canada.  The 1996 net revenues  were  also
affected by adverse weather conditions during the year and below-
average  table  games  win percentages  in  the  second  quarter.
Management also believes that declines in the rates of population
and economic growth in southern Idaho have adversely affected the
Jackpot  Properties.   A  decline  in  casino  revenues  of  $2.8
million,  combined with an increase in promotional allowances  of
$0.5  million,  account for the majority of the  decline  in  net
revenues.

     In  an  effort  to improve their competitive  position,  the
Jackpot  Properties  have  begun  new  direct  mail  programs  to
outlying  areas  to  develop  new customers  and  retain  current
customers.   In  addition, approximately 460 new state-of-the-art
slot machines with innovative layouts and improved sensory appeal
(including  touch screens and enhanced signs, sounds and  colors)
have   been   introduced  to  improve  customers'   entertainment
experiences and encourage repeat visits.

Costs and Expenses

     As  noted  above,  the Company's overall  operating  expense
ratio  was  higher  in 1996 than in 1995, due  primarily  to  the
Ameristar  Council Bluffs preopening costs and to an  expense-to-
revenue  ratio in the Council Bluffs Casino that is significantly
higher  than  at the Vicksburg Casino or the Jackpot  Properties.
Since  1996  was  the first year of operations  for  the  Council
Bluffs  Casino, the higher operating expense ratio had the effect
of increasing the Company's overall operating expense ratio.  The
higher  casino  expense  ratio in the Council  Bluffs  Casino  is
caused  by a gaming tax rate in Iowa that is significantly higher
than in the other jurisdictions in which the Company operates, as
well  as  an  admissions fee payable in Iowa that is not  charged
against  the Company's other operations.  If the gaming tax  rate
in  Iowa  was  similar  to  the rate in  Nevada  or  Mississippi,
operating  expenses (excluding preopening costs) as a  percentage
of  net  revenues would have shown a decrease in 1996, reflecting
the  Company's efforts to contain controllable costs while  still
providing  an outstanding experience and value for its customers.
Without  the  Iowa admissions fee, the decrease  in  the  expense
ratio would have been even more significant.

     Casino  costs and expenses increased $31.2 million  in  1996
due  to the opening of the Council Bluffs Casino in January 1996.
As  a percentage of casino revenues, casino expenses increased to
46.9%  in 1996 compared with 44.8% in 1995.  While most  of  this
increase relates to the higher gaming tax rate and the admissions
fee  in Iowa, an increase also occurred at the Jackpot Properties
from 40.4% to 43.2%.  While casino revenues declined somewhat  at
the    Jackpot   Properties,   as   previously   discussed,   the
corresponding  casino  expenses could not be <PAGE>proportionally
reduced,  due  to the Company's desire to maintain high  customer
service  standards.   The Vicksburg Casino's expense  to  revenue
ratio  in the casino department decreased from 47.4% in  1995  to
42.4%   in  1996,  reflecting  the  success  of  that  property's
continued efforts to control costs.

     The Company's food and beverage costs and expenses increased
$5.0  million  in  1996  due  to the opening  of  several  dining
facilities  at  Ameristar Council Bluffs during  the  year.   The
Company's  food  and beverage expense to revenue ratio  increased
from  60.9%  in 1995 to 69.2% in 1996.  This increase reflects  a
food  and  beverage  expense ratio of 91.8% at Ameristar  Council
Bluffs, caused mainly by the inefficiencies of restaurant  start-
ups  that  accompanied  the opening of the dining  establishments
during the year.

     Selling,  general  and  administrative  costs  and  expenses
increased  $16.6  million  or 81.7%  from  1995  to  1996.   This
significant  increase accompanies the notable growth  experienced
by  the Company in 1996.  The majority of the increase relates to
the   opening  of  Ameristar  Council  Bluffs  in  1996  and  the
associated marketing, riverboat operations and other general  and
administrative  costs  incurred during the  year.   Additionally,
corporate  expenses  increased  due  to  the  relocation  of  the
Company's  executive offices to Las Vegas, Nevada  in  the  third
quarter of 1996.

     Utilities and maintenance expenses increased $2.1 million or
29.4%  and depreciation and amortization expenses increased  $4.4
million  or  45.4% from 1995 to 1996.  Absent the  new  Ameristar
Council Bluffs properties, both of these expense categories would
have seen moderate decreases in 1996.

     Business  development costs decreased  slightly  during  the
year,  reflecting Ameristar's concentration on current  projects,
including  the  completion of Ameristar Council  Bluffs  and  the
acquisition and development of The Reserve.  Although the Company
continues to explore potential expansion opportunities in new and
existing    jurisdictions,   management   does   not   anticipate
undertaking any expansion projects that would require a  material
amount  of capital expenditures by the Company until the  Company
has  obtained  financing for the completion of  Phase  I  of  The
Reserve.   Investments in expansion projects may be made  through
wholly owned subsidiaries, joint ventures, partnerships or  other
arrangements.   No  assurances can be given,  however,  that  the
Company  will commence gaming operations at any expansion project
undertaken or, if such operations are commenced, that  they  will
be profitable.

     Preopening  costs of $7.4 million were expensed during  1996
as  construction  of  each  significant  component  of  Ameristar
Council Bluffs was completed and placed into service.

     Interest  expense,  net  of  capitalized  interest  of  $2.3
million  in 1996 and $1.9 million in 1995, increased $4.3 million
or  109.8%  from  1995.   This increase  primarily  reflects  the
additional  debt outstanding to finance the Company's  expansion.
In   addition,  as  Ameristar  Council  Bluffs'  facilities  were
completed  during 1996, the capitalization of interest  on  funds
borrowed to construct the project was discontinued and subsequent
interest  costs  were  reflected as  an  expense  on  the  income
statement rather than as an additional cost of the project on the
balance sheet.

     <PAGE>The Company's average borrowing rate was 8.90% in 1996
compared  to  8.21%  in  1995.   The  Company  expects  to  incur
increased  interest  expense in 1997 due to an  increase  in  the
amount  of  debt, some of which will be capitalized  as  part  of
construction costs.

     The Company's effective federal tax rate on income was 36.5%
in  both 1996 and 1995 versus the federal statutory rate of  35%,
due  to  the effects of certain expenses incurred by the  Company
which are not deductible for federal income tax purposes.

Year Ended December 31, 1995 Versus Year Ended December 31, 1994

Summary

     The  improvement in operating results for 1995 over 1994 was
primarily  due  to  a full year of operations  at  the  Ameristar
Vicksburg casino and the absence of any preopening costs in 1995.

     Consolidated  net  revenues for  1995  were  $123.9  million
compared  with $114.4 million in 1994, an 8.3% increase.   Income
from  operations  rose to $18.1 million in  1995.   During  1994,
income from operations of $9.9 million reflected $5.4 million  in
preopening  costs  amortization  associated  with  the  Ameristar
Vicksburg  facility which commenced operations in February  1994.
Before the amortization of preopening costs in 1994, income  from
operations rose 17.8% in 1995 due primarily to 3% revenue  growth
at  the  Jackpot  Properties and the  two  months  of  additional
operations at Ameristar Vicksburg.

     Total  operating expenses decreased as a percentage  of  net
revenues  from  91.3%  in  1994  to  85.4%  in  1995.   Excluding
Ameristar  Vicksburg's preopening costs of $5.4  million,  1994's
total  operating  expenses as a percentage of net  revenues  were
86.6%.

     Net  income  for the year ended December 31, 1995  was  $8.4
million,  which  included  an after  tax  extraordinary  loss  of
$657,000 related to the refinancing of the Company's bank  credit
facility.   Including  the after tax effect of  preopening  costs
totaling  $3.5 million, net income of $4.2 million was  generated
in  1994.   Earnings  per share for 1995  were  $.42  (after  the
extraordinary  loss  of  $.03 per share due  to  the  refinancing
mentioned  above) versus $.21 (after amortization  of  preopening
costs of $.17 per share) in 1994.

Revenues

     Both  the  Jackpot Properties and Ameristar  Vicksburg  were
market   share  leaders  during  1995.   The  Jackpot  Properties
produced  record revenues of $55.9 million, an increase  of  $1.6
million  or  3.0% over 1994.  While slot revenues at the  Jackpot
Properties  increased only 0.7% from 1994,  table  game  revenues
rose  15.8%.  Ameristar Vicksburg had an average market share  of
34%  in  1995 due to aggressive promotional strategies.  Revenues
for  Ameristar  Vicksburg were $67.6 million for the  year  ended
December  31, 1995 compared with $59.8 million for the 10  months
the facility was open in 1994.

     <PAGE>Other  revenues decreased $0.1 million  or  2.0%  from
1994  primarily  due  to  a  significant  reduction  in  showroom
entertainment  revenue  at  Ameristar  Vicksburg.   Due  to   low
attendance, the Company began utilizing the showroom  on  a  more
strategic  basis  by  opening it for weekend and  special  events
entertainment rather than having the showroom open on a full-time
basis as in 1994.

Costs and Expenses

     Casino  costs and expenses increased $4.2 million  or  10.3%
from  1994  to  1995.  This was due primarily to a full  year  of
operations  at  Ameristar Vicksburg in 1995.  Food  and  beverage
costs  and  expenses decreased $0.7 million or 5.8% in 1995  from
1994  due  primarily to cost containment measures implemented  at
Ameristar  Vicksburg.   For  the Jackpot  Properties,  costs  and
expenses remained relatively constant between the two years.

     Selling,  general  and  administrative  costs  and  expenses
decreased $0.2 million or 0.8% from 1994 to 1995.  Utilities  and
maintenance  costs and expenses increased $0.6 million  or  10.0%
from  1994 to 1995.  Depreciation and amortization increased $2.7
million or 37.7%.

     Business  development costs increased $0.3 million or  17.8%
from 1994 to 1995.  While the Company was unsuccessful in its bid
in  1995 to obtain a gaming license in Lawrenceburg, Indiana, the
Company  continued to explore potential gaming  opportunities  in
other jurisdictions.

     Interest  expense,  net  of  capitalized  interest  of  $1.9
million  in 1995 and $0.2 million in 1994, increased $0.6 million
or 17.1% from 1994.  The Company's incremental borrowing rate was
8.21% in 1995 compared to 10.5% in 1994.

     The  Company's  effective federal tax rate on income  before
extraordinary  loss  was 37% in both 1995  and  1994  versus  the
federal  statutory  rate  of 35%, due to  certain  non-deductible
expenses.

Liquidity and Capital Resources
          
     The  Company's  cash flow from operations was $33.2  million
for   the   year  ended  December  31,  1996,  as   compared   to
$23.0  million for the year ended December 31, 1995.  The Company
had  unrestricted  cash  of approximately  $10.7  million  as  of
December 31, 1996. The Company historically has funded its  daily
operations through net cash provided by operating activities  and
its  significant capital expenditures through bank debt and other
debt  financing.   The  Company's  current  assets  decreased  by
approximately   $13.6   million  from  December   31,   1995   to
December 31, 1996, primarily as a result of expenditures  related
to  the  completion  and  opening of  Ameristar  Council  Bluffs,
including the application of an $11.5 million restricted security
deposit.

     Ameristar,   as   borrower,  and  its  principal   operating
subsidiaries  (including  ACLVI),  as  guarantors,   maintain   a
Revolving  Credit  Facility with Wells Fargo Bank,  NA  (formerly
First  Interstate Bank of Nevada, NA; "WFB") and a  syndicate  of
banks  (the  "Revolving  Credit  <PAGE>Facility").   The  maximum
principal  available  at  December 31, 1996  was  $99.0  million;
however, the maximum principal available reduced to $94.5 million
on January 1, 1997, pursuant to the terms of the Revolving Credit
Facility.  The Company may not borrow under the Revolving  Credit
Facility  in excess of 3.5 times its rolling four quarter  EBITDA
("Earnings    before    Interest,   Taxes,    Depreciation    and
Amortization").  As of December 31, 1996, 3.5 times the Company's
rolling  four quarter EBITDA exceeded the maximum funds available
under the Revolving Credit Facility.

     Borrowings under the Revolving Credit Facility bear interest
at  a  rate  based either on LIBOR or WFB's prime  rate,  at  the
election   of  the  Company,  and  the  ratio  of  the  Company's
consolidated total debt to consolidated cash flow, as measured by
an  EBITDA  formula.  As of December 31, 1996,  the  Company  had
outstanding one $91.0 million LIBOR draw and two prime rate draws
totaling  $2.5 million at an average interest rate of  8.56%  per
annum.   These  borrowings have been used to  repay  pre-existing
borrowings of $44.8 million, to fund the continued development of
Ameristar Council Bluffs and to pay certain costs related to  the
acquisition   of   The  Reserve,  including  the   repayment   of
$11.5 million in indebtedness secured by The Reserve.

     In  connection with the acquisition of The Reserve, the bank
lenders  under  the Revolving Credit Facility gave their  consent
for  Ameristar to make capital contributions to ACLVI  of  up  to
$0.5  million  and to make loans to ACLVI of up to $16.0  million
(which  intercompany loans may be funded out of borrowings  under
the  Revolving  Credit Facility).  Following  the  completion  of
Ameristar  Council Bluffs, the Revolving Credit Facility  permits
draws  under  the Revolving Credit Facility to be used  only  for
general  working  capital purposes and the funding  of  permitted
intercompany loans to ACLVI.

     The  maximum borrowings available under the Revolving Credit
Facility  reduce semi-annually commencing January 1,  1997  on  a
sliding  scale  (ranging from $4.5 million  to  $7.1  million  in
reductions)  with a final principal payment of $42.0 million  due
at maturity on December 31, 2001.

     The  Revolving  Credit  Facility  is  secured  by  liens  on
substantially  all  of  the  real and personal  property  of  the
Company  and  its  subsidiaries  other  than  The  Reserve.   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 two  percent
of  consolidated revenues on capital maintenance  annually.   The
Revolving  Credit Facility prohibits Ameristar from declaring  or
paying  any  dividends on the Common Stock of Ameristar  if  such
declaration or payment would result in an event of default  under
the  Revolving Credit Facility or if the Company's total leverage
ratio  (as  defined) would be less than 2.00:1.00.  The Revolving
Credit Facility binds the Company to a number of affirmative  and
negative  covenants,  including  promises  to  maintain   certain
financial  ratios within defined parameters.  As of December  31,
1996, the Company was in compliance with these covenants.

     <PAGE>In November 1996, the Company began negotiations  with
WFB  and other banks for the replacement of the Revolving  Credit
Facility with a $175 million long-term credit facility (the "1997
Credit  Facility").  The Company and the lenders had scheduled  a
closing  for  the  1997  Credit Facility  for  late  March  1997.
However, due to uncertainties related to the amount and  form  of
merger  consideration payable to the former stockholders  of  Gem
Gaming,  Inc. ("Gem") in connection with the acquisition  of  The
Reserve, the bank lenders cancelled the closing.  See "Business --
Terms  of  the  Merger Agreement; Dispute with Gem Stockholders."
Pending the availability of additional financing, the Company has
suspended  construction on The Reserve.  Although the Company  is
exploring financing alternatives, there can be no assurance  that
additional financing for the construction of The Reserve will  be
available on terms acceptable to the Company or at all.

     Pending the anticipated closing of the 1997 Credit Facility,
the  Company obtained short-term unsecured loans from  a  private
lender  totaling $12.0 million.  The Company anticipated repaying
these  short-term loans out of the initial draws under  the  1997
Credit  Facility.  Following the cancellation of the  closing  of
the  1997 Credit Facility, the Company obtained a short-term loan
from WFB in the amount of $20.0 million, which matures on May 31,
1997.   The  proceeds of this loan have been used  to  repay  the
prior  short-term  loans of $12.0 million, to pay  the  costs  to
complete  the  redesign of The Reserve and  certain  construction
activities  initiated prior to the suspension of construction  of
The Reserve, and for other working capital purposes.

     The  Company, WFB and the other lenders under the  Revolving
Credit Facility are negotiating the terms of an amendment to  the
Revolving  Credit  Facility  for the purpose  of  increasing  the
maximum principal available to repay the $20.0 million short-term
loan  from  WFB, modifying the principal reduction  schedule  and
modifying certain covenants in the Revolving Credit Facility.  If
by  April 1, 1998, the dispute with the Gem Stockholders has  not
been  resolved through arbitration or settlement and the  Company
has  not  restructured its long-term debt, management anticipates
that  the Company would need to seek waivers of certain covenants
under  the  Revolving Credit Facility, and no  assurance  can  be
given that a request for such waivers would be granted.

     ACCBI  entered into a preferred ship mortgage  with  General
Electric Credit Corp. ("GECC") on December 28, 1995 for  the  sum
of  $11,511,000.   The  loan is secured  by  the  Council  Bluffs
Casino.   The  GECC loan is amortized over four  years  with  the
first  year's  amortization calculated as if it were  a  36-month
loan.   Principal  outstanding at the end of the  first  year  is
amortized over the remaining 36 months of the loan.  The  monthly
principal  payments  were $320,000 for the first  12  months  and
$213,000  for  the  remaining 36 months.   The  loan  matures  on
January  1,  2000.  The interest rate is fixed at 9.12%  for  the
life of the loan.

     Proceeds  of $7,137,400 from an equipment loan entered  into
by  ACCBI  with  WFB on December 12, 1995, were used  to  finance
Ameristar   Council   Bluffs'   slot  machines,<PAGE>surveillance
equipment  and  property signage.  The loan  is  secured  by  the
equipment  and  a preferred ship mortgage on the  Council  Bluffs
Casino  subordinate  to the GECC loan.  The loan  amortizes  over
four  years  with  monthly  principal payments  of  approximately
$149,000.   The interest rate on this loan is equal to the  LIBOR
rate or base rate available from time to time under the Revolving
Credit Facility, as selected by ACCBI.  The final payment is  due
on December 12, 1999.

     At December 31, 1996, the Company had other debt outstanding
of   approximately  $14.7  million  (excluding  a  $34.3  million
obligation to the Gem Stockholders that has been recorded on  the
Company's  balance sheet pending the final determination  of  the
form  and  amount of merger consideration), with an  average  per
annum interest rate of 12.6%.

     The  Company  intends  that ACVI will  borrow  approximately
$7.0 million in 1997 for the purpose of funding a portion of  the
construction  costs  of a 144-room hotel at Ameristar  Vicksburg.
The   balance   of   these   construction  costs   (approximately
$2.0  million to $2.5 million) are expected to be funded  out  of
ACVI's operating cash flow.  The Company is currently negotiating
with  a  private  lender for a nonrecourse  loan  that  would  be
secured  by  the hotel.  The Company anticipates that  this  loan
will  have a maturity date of not earlier than June 1,  1998  and
require  monthly  or  quarterly interest payments.   However,  no
assurance  can  be  given that this or any  other  loan  will  be
obtained on these terms or other terms acceptable to the Company.
The  Company  currently  intends  to  use  the  proceeds  of  the
anticipated  loan  to reduce the outstanding  balance  under  the
Revolving  Credit  Facility  and  to  reborrow  funds  under  the
Revolving  Credit Facility for the payment of construction  costs
as they are incurred.

     Capital  expenditures in the year ended December  31,  1996,
were   approximately   $76.4  million  (including   approximately
$22.7  million expended by Gem prior to the Merger), compared  to
approximately $64.8 million in the year ended December 31,  1995.
Of  the  1996  expenditures, $46.3 million were  related  to  the
development  of Ameristar Council Bluffs and $29.2  million  were
related to the development of The Reserve.  The majority  of  the
1995 capital expenditures related to the development of Ameristar
Council  Bluffs.  The Company funded its capital expenditures  in
1996  from  net cash provided by operating activities, bank  debt
(including   the  Revolving  Credit  Facility),  purchase   money
financing and short-term debt.

     The  Company  anticipates  making  capital  expenditures  of
approximately  $26.0  million  in 1997,  including  approximately
$9.8  million for the development and construction of Phase I  of
The  Reserve, approximately $7.0 million for the development  and
construction   of   a  144-room  hotel  at  Ameristar   Vicksburg
(including    capitalized    construction    period    interest),
approximately $6.5 million for the payment of the remaining costs
of   completing   Ameristar  Council  Bluffs  and   approximately
$2.7  million  for maintenance of existing facilities  and  other
purposes.  The anticipated amount of capital expenditure spending
in  1997  does not reflect any amounts that would be expended  if
the  Company is able to resume construction on The Reserve, which
was  suspended following the cancellation of the closing  of  the
1997  Credit Facility.  The total construction budget,  including
capitalized  construction period interest and  preopening  costs,
established by the Company for Phase I of The Reserve  is  $125.0
million,  of which approximately $31.0 million had been  incurred
as  of  March  31,  1997.  This budget <PAGE>remains  subject  to
change  based  on design changes and refinements and  changes  in
construction bid amounts at the time construction recommences.

     Management  anticipates  that  the  above-described  capital
expenditure  requirements  will  be  funded  out  of   short-term
borrowings  intended  to  be  replaced  by  an  increase  in  the
Revolving  Credit  Facility,  the proceeds  of  a  loan  for  the
development of the Ameristar Vicksburg hotel, purchase money  and
lease financing related to the acquisition of furniture, fixtures
and  equipment  (including gaming equipment) and  operating  cash
flow.    Although  no  assurance  can  be  given,   the   Company
anticipates  that  it  will have sufficient  funds  to  meet  its
capital  expenditure requirements in 1997.  However,  an  adverse
change  in  the Company's operations or operating cash  flow  may
affect  the  Company's  ability to meet its  capital  expenditure
requirements  and/or maintain compliance with the  terms  of  the
Revolving Credit Facility or other borrowings.

     Management believes that currently available and anticipated
capital resources will be sufficient to complete Phase I  of  The
Reserve  as budgeted.  However, if cost overruns are incurred  on
any capital project or if any unforeseen contingencies arise that
are   not   covered  by  insurance  or  otherwise   reimbursable,
additional  capital resources will be required in  order  to  the
Company to complete construction of The Reserve.

     Additional capital resources will be required in  order  for
the  Company  to  resume construction of  The  Reserve,  if  cost
overruns are incurred on any capital project or if any unforeseen
contingencies  arise  that  are  not  covered  by  insurance   or
otherwise  reimbursable.  The Company does not  anticipate  using
any   material  capital  resources  to  pursue  or  develop   any
additional expansion project until it has obtained financing  for
the  completion  of  Phase I of The Reserve.   There  can  be  no
assurance that sources of funding for any currently unanticipated
requirements would be permitted by restrictions included  in  the
Revolving  Credit  Facility  or  would  be  available  on   terms
acceptable to the Company.

     Under the terms of the Merger Agreement, the Company may  be
required to issue three-year 8% interest bearing promissory notes
(the  "Gem Notes") to the Gem Stockholders.  The Merger Agreement
provides  for the Gem Notes to be in a principal amount equal  to
7.5   million  multiplied  by  the  average  closing   price   of
Ameristar's Common Stock during the last 10 trading days  of  May
1997,  minus $4.0 million and certain other reductions.  Although
the  Company has commenced an arbitration proceeding against  the
Gem  Stockholders in which the Company has alleged  it  has  been
excused from issuing the Gem Notes, no assurance can be given the
Company  will not issue the Gem Notes.  See "Business -- Terms  of
the Merger Agreement; Dispute with Gem Stockholders."

     The  ability  of  the  Company  to  meet  its  debt  service
requirements and to comply with the covenants under the Revolving
Credit  Facility  and other indebtedness will be  dependent  upon
whether and in what amount the Gem Notes are issued, the terms of
the  contemplated amendment to the Revolving Credit Facility  and
the  future  performance  of the Company,  which  is  subject  to
financial,  economic, competitive, regulatory and  other  factors
affecting the Company, many of which are beyond its control.  The
failure  of the Company to satisfy these<PAGE>requirements  could
force  the  Company  to adopt one or more alternatives,  such  as
reducing  or  delaying  any other planned expansions  or  capital
expenditures,  selling or leasing assets, restructuring  debt  or
obtaining  additional equity capital.  There can be no  assurance
that  any of these alternatives could be effected on satisfactory
terms  or  within any particular time frame, and the adoption  of
one  or  more  of  such alternatives could impair  the  Company's
competitive position and reduce its future 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.

Factors Affecting Forward-Looking Statements

     This  Report contains forward-looking statements within  the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended.   Discussions containing such forward-looking statements
may  be found in the material set forth above in this section and
under  "Business" as well as within this Report generally.  Also,
documents  subsequently filed by the Company with the  Securities
and  Exchange Commission may contain forward-looking  statements.
Actual results could differ materially from those anticipated  in
the  forward-looking statements as a result  of  various  factors
described below and elsewhere in this Report that are beyond  the
control  of  the  Company.   The  Company  cautions  the  reader,
however,  that  such factors may not be exhaustive,  particularly
with  respect  to  future  filings.   Among  the  factors  to  be
considered by current and prospective stockholders of the Company
are the following:

     The  Company currently does not have the financing necessary
to  complete  Phase  I of The Reserve and construction  has  been
suspended.    Due  to  the  uncertain  outcome  of  the   pending
arbitration  proceedings with the Gem Stockholders, no  assurance
can  be given as to when or if the Company will obtain additional
financing to complete Phase I of The Reserve.

     The  Company  cannot  estimate when the  recently  commenced
arbitration   proceeding  between  the  Company   and   the   Gem
Stockholders  will  be  completed or otherwise  resolved  or  the
outcome  of such proceeding.  Management believes it is  unlikely
that   the   Company  will  be  able  to  pursue  any   expansion
opportunities  until  this proceeding  is  completed  or  settled
unless any such expansion opportunities do not require a material
amount  of  capital  expenditures by the Company.   In  addition,
depending on the outcome of this proceeding, the expansion of the
Company may continue to be limited or restricted by its financial
or other obligations to the Gem Stockholders.

     The  Company's  ability to satisfy its  covenant  and  other
requirements under the Revolving Credit Facility and other  long-
term  indebtedness will be dependent upon the completion  of  the
contemplated  amendment  of  the  Revolving  Credit  Facility  on
favorable  terms  and  the future operating  performance  of  the
Company.  In addition, no assurance can be given that the Company
will be able to obtain waivers of covenant requirements under the
<PAGE>Revolving Credit Facility, which management  believes  will
be  necessary  by  April 1, 1998, if the  dispute  with  the  Gem
Stockholders  has  not  been resolved and  the  Company  has  not
restructured its long-term debt.

     Some of the Company's known or future competitors in various
markets  have or may have greater name recognition and  financial
and  marketing resources than the Company.  In addition, each  of
the  Company's  currently  operating  properties  is  subject  to
changes in competitive conditions, including those resulting from
the   legalization  or  expanded  legalization   of   gaming   in
jurisdictions  in  which  the  Company  operates   or   bordering
jurisdictions, that could have a material adverse effect  on  the
Company.  See "Business."

     Construction  and expansion projects of the  Company  entail
significant  risks,  including shortages of materials  (including
slot  machines  or  other  gaming equipment)  or  skilled  labor,
unforeseen construction scheduling, engineering, environmental or
geological   problems,  work  stoppages,  weather   interference,
floods,  fires,  other  casualty losses, and  unanticipated  cost
increases.   No assurance can be given that any project  will  be
completed on time, if at all, or on budget.

     The   Company  is  dependent  upon  Craig  H.  Neilsen,  the
Company's  president  and chief executive officer,  who  controls
approximately 86.9% of the outstanding shares of Common Stock  of
Ameristar,  and Mr. Neilsen's management team.  The  Company  has
experienced   and  expects  to  continue  to  experience   strong
competition  in  hiring  and retaining  qualified  operating  and
corporate  management personnel.  In addition, the death  of  Mr.
Neilsen  could  result  in  the need for  his  estate,  heirs  or
devisees  to  sell a substantial number of shares of  the  Common
Stock to obtain funds to pay inheritance tax liabilities.

     The   Company's   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.
The loss of a riverboat or dockside facility from service for any
period  of  time  likely  would adversely  affect  the  Company's
operating results and could result in the occurrence of an  event
of a default under one or more credit facilities or contracts.

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-26 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,
             1995 and 1996.
          Consolidated  Statements of Income for  the  years
             ended December 31, 1994, 1995 and 1996.
          <PAGE>Consolidated  Statements  of   Stockholders'
             Equity  for the years ended December 31,  1994,
             1995 and 1996.
          Consolidated  Statements of  Cash  Flows  for  the
             years ended December 31, 1994, 1995 and 1996.
          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.
     
  Exhibi                                             
    t        Description of Exhibit          Method of Filing
  Number                                             
     
  2.1     Plan of Acquisition.           See Exhibits 10.8(a)-(i).
          See Exhibits 10.8(a)-(i).
  3.1     Articles of Incorporation.     Incorporated by reference
                                         to Exhibit 3.1 to
                                         Registration Statement on
                                         Form S-1 filed by
                                         Ameristar Casinos, Inc.
                                         ("ACI") under the
                                         Securities Act of 1933,
                                         as amended (File No. 33-
                                         68936) (the "Form S-1").
  3.2     Bylaws.                        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     Long-Term Debt.                See Exhibits 10.7(a) and
          See Exhibits 10.7(a) and       10.8.
          10.7(b).
<PAGE>
* 10.1(a) Employment Agreement, dated    Incorporated by reference
          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(b) Employment Agreement, dated    Incorporated by reference
          March 21, 1995, between ACI    to Exhibit 10.1(c) to the
          and John R. Spina, and         1994 10-K.
          related letter agreement.
* 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
                                         (the "September 1996 10-
                                         Q").
* 10.4    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.
* 10.5    Housing Agreement, dated       Incorporated by reference
          November 15, 1993 between      to Exhibit 10.17 to the
          Cactus Pete's Inc. ("CPI")     1994 10-K.
          and Craig H. Neilsen.
  10.6    Plan of Reorganization, dated  Incorporated by reference
          November 15, 1993, between     to Exhibit 2.1 to the
          ACI and Craig H. Neilsen in    1994 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.
  10.7(a) Credit Agreement, dated        Incorporated by reference
          June 1, 1995, among ACI, the   to Exhibits 10.1 and 99.1
          lenders listed therein and     to ACI's Quarterly Report
          Wells Fargo Bank, N.A., as     on Form 10-Q for the
          the successor to First         quarter ended June 30,
          Interstate Bank of Nevada,     1995.
          N.A. ("WFB/FIB"), as agent,
          together with a list
          describing omitted schedules
          and exhibits thereto.
  10.7(b) Consent to Merger and          Incorporated by reference
          Increased Commitment           to Exhibit 10.4 to the
          Agreement, dated October 4,    September 1996 10-Q.
          1996, among ACI, the lenders
          listed therein and WFB/FIB,
          as agent.
  10.8(a) Merger Agreement, dated as of  Incorporated by reference
          May 31, 1996, among Gem, ACI,  to Exhibits 10.1 and 99.1
          ACLVI, Steven W. Rebeil        to ACI's Quarterly Report
          ("Rebeil") and Dominic J.      on Form 10-Q for the
          Magliarditi ("Magliarditi"),   quarter ended June 30,
          together with a list           1996 (the "June 1996 10-
          describing omitted schedules   Q").
          and exhibits thereto.
  10.8(b) First Amendment to Merger      Incorporated by reference
          Agreement, dated July 2,       to Exhibit 10.5 to the
          1996, among Gem, ACI, ACLVI,   June 1996 10-Q.
          Rebeil and Magliarditi.
  10.8(c) Second Amendment to Merger     Incorporated by reference
          Agreement, dated as of         to Exhibits 10.3 and 99.1
          September 27, 1996, among      to ACI's Current Report
          Gem, ACI, ACLVI, Rebeil and    on Form 8-K filed on
          Magliarditi, together with a   October 24, 1996 (the
          list describing omitted        "October 1996 8-K").
          schedules and exhibits
          thereto.
  10.8(d) Gem Individuals' Notes Escrow  Incorporated by reference
          Agreement and Escrow           to Exhibit 10.4 to the
          Instructions, dated as of      October
          September 27, 1996, among      1996 8-K.
          ACI, Rebeil and Magliarditi.
  10.8(e) Letter agreement, dated        Incorporated by reference
          October 3, 1996, between ACI   to Exhibit 10.5 to the
          and Magliarditi.               October
                                         1996 8-K.
  10.8(f) Purchase Agreement, dated as   Incorporated by reference
          of June 30, 1996, between ACI  to Exhibit 10.6 to the
          and Gem Air, Inc. ("Gem        June 1996 10-Q.
          Air").
  10.8(g) Aircraft Operating Agreement,  Incorporated by reference
          dated as of July 5, 1996,      to Exhibit 10.4 to the
          between ACI and Gem Air.       June 1996 10-Q.
  10.8(h) Operating Agreement of Nevada  Incorporated by reference
          AG Air, Ltd. ("NVAGAIR"),      to Exhibit 10.2 to the
          dated as of July 5, 1996.      June 1996 10-Q.
  10.8(i) Sublease, dated as of          Incorporated by reference
          June 30, 1996, between ACI     to Exhibit 10.3 to the
          and NVAGAIR.                   June 1996 10-Q.
  10.9(a) Lease, dated September 8,      Incorporated by reference
          1992, between Magnolia Hotel   to Exhibit 10.2 to the
          Company and ACVI as the        Form S-1.
          assignee of Craig H. Neilsen.
  10.9(b) First Amendment to Agreement,  Incorporated by reference
          dated July 14, 1993, between   to Exhibit 10.2(b) to the
          Magnolia Hotel Company and     1995 10-K.
          ACVI as the assignee of Craig
          H. Neilsen.
<PAGE>
  10.9(c) Second Amendment to Lease      Incorporated by reference
          Agreement, dated June 1,       to Exhibit 10.2(c) to the
          1995, between Magnolia Hotel   1995 10-K.
          Company and ACVI.
  10.10(a)Lease, dated September 18,     Incorporated by reference
          1992, between R.R. Morrison,   to Exhibit 10.3 to the
          Jr. and ACVI as the assignee   Form S-1.
          of Craig H. Neilsen.
  10.10(b)First Amendment to Lease       Incorporated by Reference
          Agreement, dated June 1,       to Exhibit 10.3 to the
          1995, between R.R. Morrison &  1995 10-K.
          Son, Inc. and ACVI.
  10.11(a)Lease, dated December 11,      Incorporated by reference
          1992, between Martha Ker       to Exhibit 10.4 to the
          Brady Lum et. al. and ACVI as  Form S-1.
          the assignee of Craig H.
          Neilsen.
  10.11(b)First Amendment to Lease       Incorporated by reference
          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.
  10.12   Settlement, Use and            Filed electronically
          Management Agreement and DNR   herewith.
          Permit, dated May 15, 1995,
          between the State of Iowa
          acting through the Iowa
          Department of Natural
          Resources and ACCBI as the
          assignee of Koch Fuels, Inc.
          See also Exhibit 99.1
  10.13   Option Agreement, dated July   Filed electronically
          11, 1995, between Levy Realty  herewith.
          Trust and ACLVI as the
          successor to Gem Gaming, Inc.
          ("Gem").
  10.14   Contract, dated December 19,   Incorporated by reference
          1995, between ACCBI and        to Exhibit 10.16 to the
          Perini-Andersen, a joint       1995 10-K.
          venture.
  10.15(a)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.1 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement (Hotel
          Tower), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific Construction Company,
          Inc. ("Camco Pacific").
<PAGE>
  10.15(b)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.2 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement
          (Casino), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific.
  10.16   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.
  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 omitted exhibits
          and schedules to certain
          exhibits and certain
          instruments defining the
          rights of holders of certain
          long-term debt.

* Denotes   a  management  contract  or  compensatory   plan   or
   arrangement.
   
  (b)       Reports on Form 8-K
  
          Form  8-K  filed  on October 24, 1996, reporting  under
     Item 2 the acquisition by the Company of The Reserve Hotel &
     Casino,  Henderson, Nevada, through the merger of  Gem  into
     ACLVI.
     
          Form  8-K/A  (Amendment No. 1) filed  on  December  23,
     1996, including under Item 7 (i) balance sheets of Gem as of
     December  31, 1994 and 1995 and as of October 8,  1996,  and
     related  statements of operations, stockholders' equity  and
     cash  flows  for the period from Gem's inception  (March  9,
     1994) to December 31, 1994, for the year ended December  31,
     1995  and for the period from January 1, 1996 to October  8,
     1996,  and  cumulative  for  the period  from  inception  to
     October  8, 1996, together with the related notes and  audit
     report  of  Arthur Andersen LLP, and (ii) pro forma  balance
     sheet  of the Company as of September 30, 1996 and pro forma
     statements  of  income of the Company for  the  nine  months
     ended  September 30, 1996 and year ended December 31,  1995,
     and related notes.
     
                        <PAGE>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)

April 14, 1997                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,               
                         President, Chairman of          
/s/ CRAIG H. NEILSEN     the Board and CEO           April 14,
                         (principal executive          1997
                         officer)                        
                         
                         Thomas M. Steinbauer,           
                         Senior Vice President of        
                         Finance and                     
                         Administration                  
/s/ THOMAS M.            (principal financial        April 14,
STEINBAUER               officer and principal         1997
                         accounting officer) and         
                         Director
                         
                                                         
                                                         
/s/ JOHN R. SPINA        John R. Spina, Director     April 14,
                                                       1997
                                                         
                                                         
                                                         
/s/ PAUL I. CORDDRY      Paul I. Corddry,            April 14,
                         Director                      1997
                                                         
                                                         
                                                         
/s/ LARRY A. HODGES      Larry A. Hodges,            April 14,
                         Director                      1997
     <PAGE>On  this 14th of April 1997, Craig H. Neilsen directed
Christine L. 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 Christine L. Hinton and in our  presence,
Craig  H. Neilsen declared to us that he adopted them as his  own
signatures.

                              /s/Diane Foster
                              Witness


                              /s/ Cheryl Atchison
                              Witness

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

     I,  Janice  S. Lupton, 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 Christine L. 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  Christine L. Hinton, thereupon adopted the signatures
as his own by acknowledging to me his intention to so adopt as if
he  had  personally  executed the same  both  in  his  individual
capacity   and  in  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 14th day of April 1997.

                              /s/Janice S. Lupton
                              Notary Public

My Commission Expires:   October 23, 2000

Residing at:   Las Vegas, Nevada

                  <PAGE>









               AMERISTAR CASINOS, INC.

               CONSOLIDATED FINANCIAL STATEMENTS
               AS OF DECEMBER 31, 1995 AND 1996
               TOGETHER WITH AUDITORS' REPORT



<PAGE>





             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, 1995 and 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1996.  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 generally accepted
auditing standards.  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, 1995 and 1996, and the results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting
principles.



                                ARTHUR ANDERSEN LLP

Las Vegas, Nevada
February 14, 1997
(except with respect to the matter discussed in Note 11,
as to which the date is March 26, 1997)


<PAGE>
<TABLE>
                      AMERISTAR CASINOS, INC.
                    CONSOLIDATED BALANCE SHEETS

                              ASSETS
                      (Amounts in Thousands)


                                                       December 31,
                                                     1995       1996
                                                   --------   --------
<S>                                                <C>        <C>
CURRENT ASSETS:
  Cash and cash equivalents                        $ 14,787   $ 10,724
  Restricted cash                                       256        418
  Restricted security deposit                        11,511       -
  Accounts receivable, net                            1,003      1,408
  Income tax refund receivable                          311       -
  Inventories                                         2,273      2,385
  Prepaid expenses                                    2,467      3,081
  Deferred income taxes                               1,199      2,138
                                                   --------   --------
    Total current assets                             33,807     20,154
                                                   --------   --------
PROPERTY AND EQUIPMENT, at cost:
  Buildings and improvements                         98,217    169,004
  Building under capitalized lease                      800        800
  Furniture, fixtures and
   equipment                                         34,741     53,857
  Furniture, fixtures and equipment
   under capitalized leases                           1,029      1,029
                                                   --------   --------
                                                    134,787    224,690
    Less: Accumulated depreciation and
      amortization                                   42,716     56,253
                                                   --------   --------
                                                     92,071    168,437
  Land                                               14,989     25,009
  Land under capitalized leases                       4,865      4,865
  Construction in progress                           51,292     27,159
                                                   --------   --------
                                                    163,217    225,470
                                                   --------   --------

PREOPENING COSTS                                      3,141      2,594
                                                   --------   --------

EXCESS OF PURCHASE PRICE OVER FAIR
 MARKET VALUE OF NET ASSETS ACQUIRED                   -        19,043
                                                   --------   --------

DEPOSITS AND OTHER ASSETS                             2,055      2,791
                                                   --------   --------
                                                   $202,220   $270,052
                                                   ========   ========

 The accompanying notes are an integral part of these consolidated
                          balance sheets.
</TABLE>
<PAGE>
<TABLE>
                      AMERISTAR CASINOS, INC.
                    CONSOLIDATED BALANCE SHEETS
                            (Continued)

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


                                                       December 31,
                                                     1995       1996
                                                   --------   --------
<S>                                                <C>        <C>
CURRENT LIABILITIES:
  Accounts payable                                 $  3,767   $  7,303
  Construction contracts payable                      7,838      5,336
  Accrued liabilities                                10,394     13,564
  Current obligations under
   capitalized leases                                   506        506
  Current maturities of notes payable
   and long-term debt                                 6,895     19,740
  Federal income tax payable                           -            49
                                                   --------   --------
    Total current liabilities                        29,400     46,498
                                                   --------   --------
OBLIGATIONS UNDER CAPITALIZED
 LEASES, net of current maturities                    7,441      8,333
                                                   --------   --------
NOTES PAYABLE AND LONG-TERM DEBT,
 net of current maturities                           94,428    135,560
                                                   --------   --------
DEFERRED INCOME TAXES                                 5,904      8,446
                                                   --------   --------
MINORITY INTEREST                                      -           271
                                                   --------   --------
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, 1995 and 1996                           204        204
  Additional paid-in capital                         43,043     43,043
  Retained earnings                                  21,800     27,697
                                                   --------   --------
                                                     65,047     70,944
                                                   --------   --------
                                                   $202,220   $270,052
                                                   ========   ========

 The accompanying notes are an integral part of these consolidated
                          balance sheets.
</TABLE>
<PAGE>
<TABLE>
                      AMERISTAR CASINOS, INC.
                 CONSOLIDATED STATEMENTS OF INCOME
           (Amounts in Thousands, Except Per Share Data)


                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
<S>                                       <C>       <C>       <C>
REVENUES:
  Casino                                  $ 90,882  $ 99,364  $161,338
  Food and beverage                         17,494    19,303    24,250
  Rooms                                      7,580     7,861     7,641
  General Store                              2,557     2,595     2,389
  Other                                      5,265     5,161     5,371
                                          --------  --------  --------
                                           123,778   134,284   200,989
  Less: Promotional
   allowances                                9,425    10,417    12,524
                                          --------  --------  --------
    Net revenues                           114,353   123,867   188,465
                                          --------  --------  --------

OPERATING EXPENSES:
  Casino                                    40,347    44,503    75,685
  Food and beverage                         12,469    11,747    16,773
  Rooms                                      2,249     2,404     2,368
  General Store                              2,213     2,292     2,108
  Other                                      6,199     5,919     4,946
  Selling, general and
   administrative                           20,549    20,237    36,872
  Related party expenses                        50       200       134
  Business development                       1,446     1,704     1,622
  Utilities and maintenance                  6,417     7,056     9,130
  Depreciation and amortization              7,062     9,721    14,135
  Preopening costs                           5,408      -        7,379
                                          --------  --------  --------
    Total operating expenses               104,409   105,783   171,152
                                          --------  --------  --------
    Income from operations                   9,944    18,084    17,313
                                          
OTHER INCOME (EXPENSE):
  Interest income                               86       205       354
  Interest expense                          (3,379)   (3,958)   (8,303)
  Other                                         (5)     -          (77)
                                          --------  --------  --------
INCOME BEFORE INCOME TAX
 PROVISION                                   6,646    14,331     9,287
  Income tax provision                       2,426     5,236     3,390
                                          --------  --------  --------
</TABLE>
<PAGE>
<TABLE>
                      AMERISTAR CASINOS, INC.
                 CONSOLIDATED STATEMENTS OF INCOME
                            (Continued)
           (Amounts in Thousands, Except Per Share Data)


                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------

<S>                                       <C>       <C>       <C>         
INCOME BEFORE EXTRAORDINARY
 LOSS                                     $  4,220  $  9,095  $  5,897

EXTRAORDINARY LOSS ON
 EARLY RETIREMENT OF
 DEBT, net of income tax
 benefit of $354                              -         (657)     -
                                          --------  --------  --------

NET INCOME                                $  4,220  $  8,438  $  5,897
                                          ========  ========  ========

EARNINGS PER SHARE:
  Income before
   extraordinary loss                     $   0.21   $  0.45  $   0.29
  Extraordinary loss                          -        (0.03)     -
                                          --------  --------  --------
  Net income                              $   0.21   $  0.42  $   0.29
                                          ========  ========  ========

WEIGHTED AVERAGE SHARES
 OUTSTANDING                                20,360    20,360    20,360
                                          ========  ========  ========

 The accompanying notes are an integral part of these consolidated
                       financial statements.
</TABLE>
<PAGE>
<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, 1993       20,360,000 $  204    $43,043   $ 9,142 $52,389

  Net income                  -        -         -        4,220   4,220
                         ---------- ------- ---------- -------- -------
Balance,
 December 31, 1994       20,360,000     204    43,043    13,362  56,609
  
  Net income                  -        -         -        8,438   8,438
                         ---------- ------- ---------- -------- -------
Balance,
 December 31, 1995       20,360,000     204    43,043    21,800  65,047

  Net income                  -        -         -        5,897   5,897
                         ---------- ------- ---------- -------- -------
Balance,
 December 31, 1996       20,360,000 $   204   $43,043   $27,697 $70,944
                         ========== ======= ========== ======== =======

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

</TABLE>
<PAGE>
<TABLE>
                      AMERISTAR CASINOS, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Amounts in Thousands)


                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
<S>                                       <C>       <C>       <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:

  Net income                              $  4,220  $  8,438  $  5,897
                                          --------  --------  --------
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
    Depreciation and
      amortization                           7,062     9,721    14,135
    Change in deferred income
      taxes                                 (1,513)    3,209      (181)
    Net (gain) loss on
      disposition of assets                      5      -          (56)
    Amortization of debt
      issuance costs                           149       205       229
    Amortization of preopening
      costs                                  5,408      -        7,379
    Extraordinary loss on early
      retirement of debt                      -        1,011      -
    Changes in current assets
      and liabilities:
       Restricted cash                        (130)      (16)     (162)
       Receivables, net                     (1,185)      260       (94)
       Inventories                            (559)     (735)     (112)
       Prepaid expenses                       (729)   (1,165)     (468)
       Accounts payable                      1,136        10     3,524
       Accrued liabilities                   4,559     2,110     3,037
       Income taxes payable                   -         -           49
                                          --------  --------  --------
  Total adjustments                         14,203    14,610    27,280
                                          --------  --------  --------
Net cash provided by operating
 activities                                 18,423    23,048    33,177
                                          --------  --------  --------

CASH FLOWS FROM INVESTING
 ACTIVITIES:

  Capital expenditures                     (26,521)  (63,559)  (43,087)
  Increase (decrease) in
   construction contracts
   payable                                  (3,986)    3,318    (4,791)
  Proceeds from sale of assets                   3      -           56
  Increase in deposits and other
   assets                                   (3,529)   (2,781)   (5,924)
                                          --------  --------  --------
Net cash used in investing
 activities                                (34,033)  (63,022)  (53,746)
                                          --------  --------  --------
</TABLE>
<PAGE>
<TABLE>
                      AMERISTAR CASINOS, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (continued)
                      (Amounts in Thousands)


                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
<S>                                       <C>       <C>       <C>
CASH FLOWS FROM FINANCING
 ACTIVITIES:

  Proceeds from issuance of long-
   term debt                              $ 32,393  $ 75,839  $ 44,628
  Debt issuance costs                         (413)   (1,403)      -
  Restricted security deposit                 -      (11,511)   11,511
  Principal payments of long-
   term debt and capitalized
   leases                                  (10,591)  (17,333)  (39,633)
                                          --------  --------  --------
Net cash provided by financing
 activities                                 21,389    45,592    16,506
                                          --------  --------  --------

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                        5,779     5,618    (4,063)

CASH AND CASH EQUIVALENTS --
 BEGINNING OF YEAR                           3,390     9,169    14,787
                                          --------  --------  --------

CASH AND CASH EQUIVALENTS -- END
 OF YEAR                                  $  9,169  $ 14,787  $ 10,724
                                          ========  ========  ========

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


                      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"), Ameristar Casino
Las Vegas, Inc. ("ACLVI"), and Ameristar Casino Lawrenceburg, Inc.
("ACLI"), as well as a majority interest in Nevada AG Air, Ltd.
("NVAGAIR").

     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 is developing
The Reserve Casino and Hotel ("The Reserve") in the Henderson-Green
Valley suburban area of Las Vegas, Nevada.  ACLI was established to
pursue gaming opportunities in Indiana.  However, in 1996, the
Company made a decision to discontinue such activity and has
dissolved this entity.

     The gaming licenses granted to ACVI and ACCBI must be
periodically renewed by the respective state gaming authorities to
continue gaming operations.

     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.

<PAGE>
  Accounts receivable

     Gaming receivables are included as part of the Company's
accounts receivable balance.  An allowance of $140,000 and $256,000
at December 31, 1995 and 1996, 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.  The value
of inventories associated with the General Store and Gift Shop
operations is determined by the retail method.

  Depreciation and capitalization

     Property and equipment is recorded at cost, including interest
charged on funds borrowed to finance construction.  Interest of
$227,000, $1,850,000 and $2,313,000 was capitalized for the years
ended December 31, 1994, 1995 and 1996, 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.

  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:
<PAGE>
<TABLE>
                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
                                             (Amounts in Thousands)

     <S>                                   <C>       <C>      <C>
     Food and beverage                     $6,078    $7,999   $ 9,560
     Room                                     544       438       732
     Other                                    921       -         469
                                          --------  --------  --------
                                           $7,543    $8,437   $10,761
                                          ========  ========  ========
</TABLE>
  Advertising

     The Company expenses advertising costs the first time the
advertising takes place.  Advertising expense included in selling,
general and administrative expenses was approximately $2,682,000,
$3,685,000 and $6,144,000 for the years ended December 31, 1994,
1995 and 1996, 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.  These costs are capitalized as incurred.  Upon
commencement of operations, the Company expenses all such
preopening costs.

  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.

  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.

<PAGE>
Note 2 - Accrued liabilities

     Accrued liabilities consist of the following:
<TABLE>
                                              December 31,
                                            1995       1996
                                          -------    -------
                                        (Amounts in Thousands)
          <S>                             <C>       <C>
          Compensation and related
           benefits                       $ 3,717    $ 5,496
          Taxes other than income
           taxes                            2,292      2,623
          Progressive slot machine
           jackpots                           897        916
          Interest                            835        939
          Deposits and other
           accruals                         2,653      3,590
                                          -------    -------
                                          $10,394    $13,564
                                          =======    =======
</TABLE>

Note 3 - Federal income taxes

     The components of the income tax provision are as follows:
<TABLE>
                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
                                             (Amounts in Thousands)
     <S>                                  <C>       <C>       <C>
     Current                              $ 3,939   $ 2,027   $ 3,571
     Deferred                              (1,513)    3,209      (181)
                                          --------  --------  --------
       Provision on income before
          extraordinary item                2,426     5,236     3,390
     Tax benefit of extraordinary item        -        (354)      -
                                          --------  --------  --------
                                          $ 2,426   $ 4,882   $ 3,390
                                          ========  ========  ========
</TABLE>

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

<TABLE>
                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
          <S>                                <C>       <C>       <C>
          Federal statutory rate             35%       35%       35%
          Nondeductible expenses              2%        2%        2%
                                          --------  --------  --------
                                             37%       37%       37%
                                          ========  ========  ========
</TABLE>
     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:
<PAGE>
<TABLE>
                                              December 31,
                                            1995       1996
                                          --------   --------
                                        (Amounts in Thousands)
     <S>                                  <C>        <C>
     Deferred tax assets:
       Preopening expenses                $  1,248   $  2,940
       Accrued book expenses not
        currently deductible                   976      1,269
       Alternative minimum tax credit (1)      949        949
       Project development costs               474        914
       Asset reserves                           76         90
       Other                                    86         69
                                          --------   --------
          Total deferred tax assets          3,809      6,231
                                          --------   --------
     Deferred tax liabilities:
       Tax depreciation in
        excess of book depreciation         (7,087)    (9,107)
       Book capitalized interest
        in excess of tax                      (340)      (325)
       Tax book difference in
        acquired land (2)                      -       (1,784)
       Other                                (1,087)    (1,323)
                                          --------   --------
          Total deferred tax liabilities    (8,514)   (12,539)
                                          --------   --------
     Net deferred tax liability           $ (4,705)  $ (6,308)
                                          ========   ========
</TABLE>
     _____________
     (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) In connection with the acquisition of Gem
         Gaming, Inc. as described in Note 10, the
         Company recognized a step-up in the basis of
         land of $5.0 million which resulted in a
         deferred tax liability of approximately $1.8
         million computed at the statutory rate of 35
         percent.


Note 4 - Supplemental cash flow disclosures

     The Company made cash payments for interest, net of amounts
capitalized, of $3,175,000, $3,386,000 and $7,930,000 for the years
ended December 31, 1994, 1995 and 1996, respectively.

     The Company made cash payments for federal income taxes of
$4,875,000, $1,220,000 and $2,900,000 for the years ended
December 31, 1994, 1995 and 1996, respectively.

     The Company acquired assets through capitalized leases of
$696,000 and $1,083,000 during the years ended December 31, 1994
and 1995, respectively.

     The Company acquired assets through the issuance of notes
payable of $6,112,000, $141,000 and $3,173,000 during the years
ended December 31, 1994, 1995 and 1996, respectively.

     The Company retired the balance of $44,810,000 under the 1993
Revolving Credit Facility by entering into a new Revolving Credit
Facility (see Note 5) during the year ended December 31, 1995.

<PAGE>
     The Company assumed a note payable of $311,000 and recognized
a minority interest of $271,000 in connection with the purchase of
certain aviation-related assets.

     The following reflects the noncash components of the Company's
acquisition of Gem Gaming, Inc. (amounts in thousands):

<TABLE>
          <S>                                     <C>
          Purchase price -- Notes payable
            to former stockholders of
            Gem Gaming, Inc. (net of
            discount)                              $33,650
                                                   -------
          Fair value of net assets
            acquired:
             Prepaid expenses                          146
             Property and equipment                 29,546
             Preopening costs                        1,873
             Accounts payable                          (12)
             Construction contracts
               payable                              (2,289)
             Accrued liabilities                      (133)
             Long-term debt                        (11,400)
             Capitalized lease                      (1,340)
             Deferred tax liability                 (1,784)
                                                   -------
                                                    14,607
                                                   -------
          Excess of purchase price over
            fair market value of net
            assets acquired                        $19,043
                                                   =======
</TABLE>

Note 5 - Notes payable and long-term debt

     Notes payable and long-term debt consist of the following:
<TABLE>
                                              December 31,
                                            1995       1996
                                          --------   --------
                                        (Amounts in Thousands)
  <S>                                      <C>       <C>
  Revolving Credit Facility (see
   below).                                 $80,000   $93,500

  Note payable, with interest at 9.12
   percent, collateralized by a
   preferred ship mortgage, guaranteed
   by ACI, due in monthly payments of
   principal plus interest through
   December 1999.                           11,511     7,674

  Note payable to bank, with variable
   interest at a rate equivalent to
   that required by the revolving
   credit facility, collateralized by
   certain equipment of ACCBI,
   guaranteed by ACI, due in monthly
   payments of $148,696 plus interest
   through December 1999.                    7,137     5,204
<PAGE>
  Contracts payable for the purchase
   of gaming equipment, with variable
   interest at prime plus two percent
   (10.5 percent at December 31,
   1995), collateralized by gaming
   equipment, due in monthly payments
   of principal plus interest of
   approximately $270,000 through
   January 1996.                               268      -

  Mortgages payable to Farmers Home
   Administration with variable
   interest (effective rates of
   approximately 4.5 and 3.8 percent
   for the years ended December 31,
   1995 and 1996, 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.           1,421     1,378

  Note payable to insurance finance
   corporation, with interest at 6.9
   percent, due in monthly principal
   and interest payments totaling
   $134,207 through August 1996 and at
   6.9 percent, due in monthly
   principal and interest payments
   totaling $148,817 through June
   1997.                                       918       846

  Note payable to lender, with
   interest at 15 percent, unsecured,
   interest payable monthly, principal
   due in April 1997.                         -       10,000

  Notes payable to former stockholders
   of Gem Gaming, Inc., noninterest-
   bearing through May 31, 1997,
   thereafter at 8 percent, interest
   payable monthly, due May 31, 2000
   (net of unamortized discount of
   $1,120,000 for imputed interest
   during the noninterest-bearing term
   of the notes) (see Note 10).               -       34,255

  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 January 1999.                      -        1,148

  Note payable to equipment financing
   company, with interest at 8.03
   percent, collateralized by
   aircraft, due in monthly principal
   and interest payments of $10,326
   through July 1998, with remaining
   unpaid principal and interest due
   in August 1998.                            -          643

<PAGE>
  Note payable to bank, with interest
   at 9.0 percent, collateralized by
   certain aviation-related assets,
   due in monthly principal and
   interest payments of $3,875 through
   January 1999, with remaining unpaid
   principal and interest due in
   February 1999.                             -          311

  Other                                         68       341
                                          --------  --------
                                           101,323   155,300

  Less: Current maturities                   6,895    19,740
                                          --------  --------
                                          $ 94,428  $135,560
                                          ========  ========
</TABLE>

     On October 5, 1993, CPI entered into a $50.0 million Reducing
Revolving Credit Facility (the "1993 Revolving Credit Facility")
with a syndicate of banks, with interest at Wells Fargo Bank's
(formerly First Interstate Bank) ("WFB") prime rate plus the
"applicable margin" (as defined), adjusted quarterly.  The
applicable margin could range from 0.25 percentage points to 3.5
percentage points, based on the Company's funded debt to cash flow
ratio (as defined).  The 1993 Revolving Credit Facility required
monthly interest payments and semi-annual principal payments.

     On July 5, 1995, the Company, as borrower, and its principal
operating subsidiaries, as guarantors, entered into a new Revolving
Credit Facility (the "Revolving Credit Facility") with WFB and a
syndicate of banks.  The maximum borrowings initially available was
$70.0 million, which increased to $94.5 million upon the Company
meeting certain loan conditions.  The maximum principal available
was increased to $99.0 million in connection with the Company's
acquisition of The Reserve.  In connection with the acquisition of
The Reserve, the lenders under the Revolving Credit Facility gave
their consent for ACI to make capital contributions to ACLVI of up
to $0.5 million and to make loans to ACLVI of up to $16.0 million
(which intercompany loans may be funded out of borrowings under the
Revolving Credit Facility).  As a result of the retirement of the
1993 Revolving Credit Facility, the Company incurred an
extraordinary pre-tax loss (related primarily to the write-off of
unamortized loan costs) of $1,011,000.

     As of December 31, 1996, the Company had drawn $93.5 million
on the Revolving Credit Facility.  These borrowings were used to
repay the 1993 Revolving Credit Facility of $44.8 million, to fund
the development of Ameristar Council Bluffs, and to pay certain
costs related to the acquisition of The Reserve, including the
repayment of indebtedness secured by The Reserve.  Following the
completion of Ameristar Council Bluffs, the Revolving Credit
Facility permits additional draws under the Revolving Credit
Facility to be used only for general working capital purposes or
the funding of permitted intercompany loans to ACLVI.

     The Company may not borrow under the Revolving Credit Facility
in excess of 3.5 times its rolling four quarter EBITDA (earnings
before interest, taxes, depreciation and amortization).  As of
December 31, 1996, 3.5 times the Company's rolling four quarter
EBITDA exceeded the maximum funds available from the Revolving
Credit Facility.  The maximum amount available under the Revolving
Credit Facility reduces semi-annually commencing January 1, 1997 on
a sliding scale

<PAGE>
(ranging from $4.5 million to $7.1 million in reductions) with a
final reduction of $42.0 million at maturity on December 31, 2001.

     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 a LIBOR rate 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 ranges from LIBOR plus 1.5 percentage points to LIBOR plus 3.5
percentage points.  On a prime interest rate draw, the interest
rate is variable and ranges from a minimum of prime to a maximum of
prime plus 2.0 percentage points with interest payable monthly in
arrears.  As of December 31, 1996, the Company has taken LIBOR and
prime draws totaling $93.5 million with an average interest rate of
approximately 8.6 percent per annum.  The applicable margins for
both LIBOR draws and prime interest rate draws adjust semi-annually
based on the ratio of the Company's consolidated total debt to
consolidated cash flow, 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 two
percent of consolidated revenues on capital maintenance annually.
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,
1996, the Company was in compliance with these covenants.

     On December 28, 1995, ACCBI entered into a preferred ship
mortgage with General Electric Credit Corp. ("GECC").  Borrowing
totaled $11,511,000 and occurred on December 29, 1995.  GECC
required the Company to maintain a cash security deposit (the
"Security Deposit") in the full amount of the borrowing until
certain conditions precedent were fulfilled, including having the
casino at Ameristar Council Bluffs fully operational and open to
the general public for gaming operations and satisfying all
licensing requirements within 30 days of the borrowing date.  The
Security Deposit was released by GECC on January 19, 1996.

     This borrowing is secured by Ameristar II, the riverboat
casino in Council Bluffs.  The loan's principal will be repaid over
four years.  Principal payments of approximately $320,000 per month
for the first 12 months and approximately $213,000 per month for
the remaining 36 months are required.  The Company may prepay the
entire borrowing at a premium ranging from one percent to two
percent during the first 18 months of the loan.  Thereafter until
maturity, the Company may prepay the loan without premium.  ACI has
entered into an unconditional guaranty of prompt payment and
performance with respect to this borrowing.

     Proceeds from an equipment loan entered into with WFB on
December 12, 1995 for $7,137,000 were used to finance slot
machines, surveillance equipment and property signage at ACCBI.
The loan is being amortized over four years with monthly principal
payments of

<PAGE>
approximately $149,000.  The interest rate is equivalent to that
charged on the Revolving Credit Facility.

     The mortgages payable to Farmers Home Administration 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.

     In connection with the merger of Gem Gaming, Inc. into ACLVI,
the Company acquired a one-half interest in an aircraft owned by
Gem Air, Inc., an affiliate of Gem Gaming, Inc.  In addition, the
Company and Gem Air, Inc. formed NVAGAIR to hold certain other
aviation-related assets.  Certain aviation-related notes payable
were assumed by NVAGAIR or the Company as a result of these
transactions.

     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, 1996 are as follows (amounts in thousands):
<TABLE>
                    <S>                  <C>
                    1997                 $ 19,740
                    1998                   15,892
                    1999                   15,865
                    2000                   46,799
                    2001                   13,845
                    Thereafter             43,159
                                         --------
                                         $155,300
                                         ========
</TABLE>

Note 6 - Leases

     The Company has entered into capitalized lease agreements for
a restaurant, including associated furniture, fixtures and
equipment, and 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 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.  Assuming the Company defers the exercise of its purchase
option under each lease to the expiration of the purchase option,

     As of December 31, 1996, the Company had drawn $93.5 million
2004 and approximately $480,000 in 2024 to purchase all of the
parcels.  If the Company were to accelerate its exercise of the
purchase

<PAGE>
options to the earliest possible dates, the Company would pay
approximately $4,700,000 currently and $1,250,000 in 1999.

     The Company generally may terminate each lease upon the
payment of termination penalties, the maximum aggregate amount of
which is $328,000.  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.
Quarterly payments are required totaling approximately $42,000 per
year through October 1998.

     ACI has entered into two three-year capitalized lease
agreements for computer equipment on behalf of ACCBI.  Monthly
payments are required totaling approximately $197,000 per year
through November 1998.  ACCBI has entered into a five-year
capitalized lease agreement for telephone systems and related
equipment.  Monthly payments totaling approximately $76,000 per
year will be required.  Payments begin upon satisfactory
installation of all equipment, which is expected in April 1997.

     ACLVI has entered into a ten-year capitalized lease agreement
for signage at The Reserve, with monthly payments totaling
approximately $260,000 per year through November 2007.

     Future minimum lease payments required under capitalized
leases for the five years subsequent to December 31, 1996 are as
follows (amounts in thousands):

<TABLE>
               <S>                                <C>
               1997                               $ 1,309
               1998                                 1,267
               1999                                 2,250
               2000                                   928
               2001                                   859
               Thereafter                          12,729
                                                  -------
                                                   19,342
               Less: Amount representing interest  10,503
                                                  -------
               Present value of net minimum
                lease payments                    $ 8,839
                                                  =======
</TABLE>

     ACCBI, as lessor, has leased a portion of the Ameristar
Council Bluffs site to an independent hospitality company which has
agreed to construct and operate a 140-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.  The
agreement requires the hospitality company's hotel to be completed
on or before March 31, 1997.

     ACI has leased office space located in Las Vegas, Nevada to
serve as its corporate offices.  The office space is leased under
two one-year operating lease agreements.  The agreements require
aggregate monthly payments of approximately $32,000, plus the
Company's share of certain common area maintenance expenses.
Payments under the leases are subject to annual escalation

<PAGE>
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
November 1997.  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 is
through January 1998.  Rental expense of approximately $32,000 was
recorded under these leases in the year ended December 31, 1996.


Note 7 - Benefit plans

  Profit-sharing plan

     The Company had a qualified non-contributory profit-sharing
plan covering all employees with one or more years of service.
Effective September 30, 1995, the Company's profit-sharing plan was
discontinued.  Company contributions were discretionary and were
set by the Board of Directors.  The plan had a September 30 fiscal
year end.  The Company's annual contributions to the plan were
$240,000 and $350,000 for the plan years ended September 30, 1994
and 1995, respectively.

  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 was $373,000 for
the fiscal year ended December 31, 1996.

  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.  The amount of the Company's contribution
is determined by the Trust Committee.  The plan also requires
contributions from eligible employees and their dependents.  The
Company's contribution expense for the plan was approximately
$1,292,000, $2,113,000 and $2,258,000 for the years ended
December 31, 1994, 1995 and 1996, respectively.

  Stock Option Plans

     The Company has adopted a Management Stock Option Incentive
Plan ("Option Plan") which provides for the grant of options to
purchase Common Stock intended to qualify as incentive stock
options or non-qualified options.  All officers, directors (other
than non-employee directors), employees, consultants, advisors,
independent contractors and agents are eligible to receive options
under the Option Plan, except that only employees may receive
incentive stock options.  The maximum number of shares available
for issuance under the Option Plan is 1,000,000.  No person
eligible to receive options under the Option Plan may receive
options for the purchase of more than an aggregate of 200,000
shares.  The Option Plan is administered by the Board of

<PAGE>
Directors or, in its discretion, by a Committee of the Board of
Directors.  In September 1996, the Board of Directors amended the
Option Plan, subject to stockholder approval, to increase the
number of shares issuable under the Option Plan to 1,600,000 and to
expand the eligibility provisions to include non-employee directors
of ACI.

     The exercise price of incentive stock options granted under
the Option Plan 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 Plan are not transferable other than by will or
the laws of descent and distribution.

     In December 1995, certain stock options were amended to reduce
the per share exercise prices to $6.13 (the market price on the
date of amendment) from initial exercise prices ranging from $11.00
to $14.00.

     The Company has also adopted a Non-Employee Director Stock
Option Plan ("Director Plan") which provides for the grant of non-
qualified options to purchase Common Stock to the non-employee
members of the Company's Board of Directors.  The maximum number of
shares of Common Stock available for issuance under the Director
Plan is 100,000 shares.  The Director Plan is administered by the
Board of Directors.

     Under the Director Plan, each non-employee director is
automatically granted an initial option to purchase 1,000 shares of
Common Stock and will automatically be granted an option to
purchase an additional 1,000 shares of Common Stock on each
anniversary of such date if he remains 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.  Upon stockholder
approval of the September 1996 amendments to the Option Plan, the
Director Plan will be terminated.

     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 and earnings per share
would have been reduced to the following pro forma amounts:

<TABLE>
                                              December 31,
                                            1995       1996
                                          --------   --------
                                        (Amounts in Thousands,
                                        Except Per Share Data)
  <S>                 <S>                  <C>        <C>    
  Net income:         As reported          $8,438     $5,897
                      Pro forma             8,371      5,708
  Earnings per share: As reported           $0.42      $0.29
                      Pro forma              0.41       0.28
</TABLE>

<PAGE>
     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 1995 and 1996, respectively:  risk-free interest
rates of 5.7 and 6.4 percent; expected volatility of 60 and 63
percent.  The expected lives of the options are 5 years for both
1995 and 1996.  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>
              
                               1994            1995            1996
                          --------------  --------------  --------------
                                   Wtd.            Wtd.             Wtd.
                                   avg.            avg.             avg.
                                    ex.             ex.              ex.
                          Shares  price   Shares  price   Shares   price
                          ------- ------  ------- ------  ------- ------
  <S>                     <C>     <C>     <C>     <C>     <C>     <C>
  Options outstanding,
   beginning of year      226,500 $11.00  281,000 $11.74  548,000  $6.15
     Granted               72,000  13.88  390,000   6.12   70,000   7.31
     Exercised               -               -               -
     Canceled             (17,500) 11.00 (123,000) 10.84  (52,000)  6.67
                          -------         -------         -------
  Options outstanding,
   end of year            281,000  11.74  548,000   6.15  566,000   6.25
                          =======         =======         =======
  Options available for
   grant                  819,000         552,000         534,000
  Options exercisable,
   end of year             41,800  11.00   52,400   6.50  154,800   6.24
  Weighted average fair
   value of options
   granted                                  $3.49           $4.34
</TABLE>

     At December 31, 1996, 541,500 of the 566,000 options
outstanding have exercise prices between $5.50 and $6.50, with a
weighted average exercise price of $6.09 and a weighted average
remaining contractual life of 8.4 years.  22,500 options
outstanding have exercise prices between $7.00 and $10.00, with a
weighted average exercise price of $9.11 and a weighted average
remaining contractual life of 9.5 years.  The remaining 2,000
options have an outstanding exercise price of $16.00, with a
remaining contractual life of 7.4 years.


Note 8 - Commitments and contingencies

  Development

     In October, 1996, the Company acquired The Reserve, a casino-
hotel under construction in Henderson, Nevada.  The Company has
redesigned The Reserve to expand the scope and size of the project.
Construction of The Reserve has been suspended due to uncertainties
concerning the form and amount of merger consideration payable in
connection with the acquisition of Gem Gaming, Inc., original
developers of The Reserve, that has adversely affected the
Company's ability to obtain financing for the completion of the
Project (see Notes 10 and 11).  As redesigned, The Reserve is
planned to be constructed in two phases and will be opened upon the
completion of Phase I, subject to obtaining all regulatory
approvals.  The Company has established a construction

<PAGE>
budget (including capitalized construction period interest and
preopening costs, excluding land) of approximately $120.0 million
for Phase I of The Reserve (including amounts incurred by Gem
Gaming, Inc. prior to the merger), of which approximately $26.1
million had been incurred as of December 31, 1996.

     The Company is continuing the development of the Ameristar
Council Bluffs riverboat casino complex.  The Ameristar Council
Bluffs Casino opened on January 19, 1996, portions of the Main
Street Pavilion opened on June 17, 1996, the hotel opened on
November 1, 1996, the sports bar on December 31, 1996, and the
remainder of Ameristar Council Bluffs opened in early 1997.  The
total cost of the facilities, including the riverboat, buildings,
equipment and preopening costs is approximately $109.0 million.  As
of December 31, 1996, approximately $105.4 million (including
preopening costs) had been incurred to develop the Ameristar
Council Bluffs riverboat casino complex.

     In early 1997, the Company began constructing a 144-room hotel
at Ameristar Vicksburg expected to be completed in late 1997.  In
connection with this construction, a 54-room budget motel that pre-
existed the development of Ameristar Vicksburg has been taken out
of service and will be demolished in connection with this
expansion.  Based on preliminary design plans, management believes
that the development cost of the hotel will be between $9.0 and
$9.5 million, including capitalized construction period interest.
Management expects that a substantial portion of these development
costs will be funded through a short-term loan and the balance will
be funded out of ACVI's operating cash flow.

  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 September 1996, the Company received from the general
contractor of the Main Street Pavilion and the hotel for its
property in Council Bluffs, Iowa, a demand for arbitration
regarding amounts due under the contract.  The demand does not
contain a plea for a specific amount of damages, and instead
requests an award for extra or changed work, delayed, disrupted and
accelerated work, together with inefficiencies and impacts
experienced on the project, along with unpaid retainage and certain
other costs.  Based on a statement of damages filed in the
arbitration, management understands that the general contractor's
claims are for an amount of approximately $4.6 million, which
includes certain amounts due to subcontractors that have already
been paid by ACCBI.  ACCBI submitted a counterclaim in the
arbitration for cost overruns in excess of the guaranteed maximum
price that ACCBI has had to pay, liquidated damages for delay and
certain other costs.  ACCBI has submitted a statement of damages in
the arbitration proceeding seeking $7.1 million from the general
contractor.


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

<PAGE>
controlled by the principal stockholder and President of the Company.
Total payments to Neilsen and Company were $87,000, $110,000 and
$46,000 for the years ended December 31, 1994, 1995 and 1996,
respectively.  The Company also leases office space from the Lynwood
Shopping Center which is controlled by the principal stockholder and
President of the Company.  Total payments to the Lynwood Shopping
Center were $94,000 and $88,000 for the years ended December 31,
1995 and 1996, respectively.  No such payments were made in 1994.  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.

     During 1995, ACVI purchased for approximately $211,000 a
residence from the President of the Company to be used for general
corporate purposes.


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 and has had no operations.
Activities relating to the development of 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.

     Under the amended Merger Agreement, all of the outstanding
shares of Gem common stock were cancelled at the merger closing and
were converted into the right for the former stockholders of Gem
(the "Gem Stockholders") to receive cash, subject to reduction,
equal to the amount of the net proceeds (after payment of
underwriter's discounts and commissions and certain other offering
expenses) in excess of $4.0 million from an underwritten public
offering of 7.5 million shares of the Company's Common Stock (the
"Post-Merger Offering").  If the Post-Merger Offering is not
concluded in whole or in part prior to June 1, 1997, the Company
will deliver to the Gem Stockholders promissory notes (the "Gem
Notes") in an aggregate principal amount equal to (i) the average
10-day closing price of the Common Stock as of June 1, 1997, (ii)
multiplied by 7.5 million (iii) minus $4.0 million and (iv) minus
one-half of any offering expenses.  The Gem Notes would be
unsecured, would mature on June 1, 2000, and would accrue interest
at the rate of eight percent per annum.  Interest would be payable
on a monthly basis.

     To reflect the obligation to the Gem Stockholders upon the
closing of the merger, the Company recorded notes payable at
$35,375,000, the amount at which they would have been issued based
on the Company's stock price on the closing date of the merger,
less a discount of $1,725,000 to reflect imputed interest over the
noninterest-bearing term of the obligation.  As of December 31,
1996, approximately $605,000 of the discount had been amortized to
interest expense.  The amount recorded as notes payable exceeds the
fair market value of the net assets acquired by the Company in the
merger.  The excess of purchase price over fair market value of net
assets acquired, recorded as a long-term asset on the Company's
consolidated balance sheet, will be amortized over the estimated
40-year depreciable life beginning in the period in which the
acquired property commences operations.

<PAGE>
     The following unaudited supplemental pro forma information
shows estimated net income and earnings per share as though the
merger had occurred at the beginning of 1995 and 1996,
respectively.  The pro forma amounts reflect the Company's actual
results combined with Gem's actual results for the periods
presented, adjusted to reflect additional interest expense as if
the Gem Notes had been issued at the beginning of the respective
period, and the associated income tax benefit at the federal
statutory rate of 35 percent.  No pro forma revenues are disclosed
because Gem had no operations prior to the merger.

<TABLE>
                                        Years ended December 31,
                                            1995       1996
                                          --------   --------
          <S>                              <C>        <C>
          Pro forma net income before
            extraordinary items (in
            thousands)                     $8,639     $3,756
                                           ======     ======
          Pro forma net income (in
            thousands)                     $7,982     $3,756
                                           ======     ======
          Pro forma earnings per share      $0.39      $0.18
                                           ======     ======
</TABLE>

Note 11 - Subsequent event

     In late March, 1997, the Company had scheduled the closing of
an increased bank credit facility that would provide a substantial
portion of the financing for the completion of Phase I of The
Reserve (see Note 8).  Shortly before the loan closing, the bank
lenders advised the Company that they would not proceed with the
closing due to uncertainties concerning the amount and form of
merger consideration payable by the Company to the Gem
Stockholders.  Pending the availability of additional financing,
the Company has suspended construction of The Reserve.  The Company
intends to resume construction upon obtaining the required
financing.

     Following the cancellation of the closing of the increased
bank credit facility, the Company obtained a commitment for a short-
term loan from WFB in the amount of $20.0 million which is expected
to mature on May 31, 1997.  The Company expects to roll this loan
into the increased bank credit facility upon closing of the
increased bank credit facility.  The proceeds of this loan will be
used to repay prior short term loans, to pay the costs to complete
the redesign of The Reserve and certain construction activities
completed prior to suspension of construction of The Reserve, and
for other working capital purposes.

     On March 26, 1997, the Company commenced an arbitration
proceeding against the Gem Stockholders for breaches of the Merger
Agreement described in Note 10 and the implied covenant of good
faith and fair dealing related to the merger.  The Company's
complaint alleges that the Gem Stockholders have wrongfully and in
bad faith interfered with and impeded the Post-Merger Offering
because they believed the Post-Merger Offering would result in a
lesser amount of merger consideration than the Gem Notes.  The
Company has alleged that actions of the Gem Stockholders have
effectively thwarted its ability to consummate the Post-Merger
Offering and have excused the Company's obligation to deliver
merger consideration to the Gem Stockholders in the form and amount
provided by the Merger Agreement.  The complaint further alleges
that the conduct of the Gem Stockholders was a proximate cause of
the cancellation by the Company's bank lenders of the closing of
the increased bank credit facility discussed above.  If by April 1,
1998, the dispute with the Gem Stockholders has not been resolved
through arbitration or settlement and the Company has not
restructured its long-term debt, management anticipates that the
Company would need to seek waivers of certain covenants under the
Revolving Credit Facility, and no assurance can be given that a
request for such waivers would be granted.

<PAGE>
     As a consequence of the actions of the Gem Stockholders, the
Company has determined that the Post-Merger Offering cannot be
concluded before June 1, 1997, and the Company has terminated its
efforts to consummate the Post-Merger Offering.  The Company is
seeking damages from the Gem Stockholders arising from their
conduct and declaratory relief to establish the amount and terms of
payment of the merger consideration in light of the conduct of the
Gem Stockholders.  Due to the preliminary nature of this
proceeding, the Company is unable to provide any assessment with
respect to its potential outcome.



                  <PAGE>INDEX TO EXHIBITS
                                
  Exhibit   Description of Exhibit          Method of Filing
  Number                                             
     
  2.1     Plan of Acquisition.           See Exhibits 10.8(a)-(i).
          See Exhibits 10.8(a)-(i).
  3.1     Articles of Incorporation.     Incorporated by reference
                                         to Exhibit 3.1 to
                                         Registration Statement on
                                         Form S-1 filed by
                                         Ameristar Casinos, Inc.
                                         ("ACI") under the
                                         Securities Act of 1933,
                                         as amended (File No. 33-
                                         68936) (the "Form S-1").
  3.2     Bylaws.                        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     Long-Term Debt.                See Exhibits 10.7(a) and
          See Exhibits 10.7(a) and       10.8.
          10.7(b).
* 10.1(a) Employment Agreement, dated    Incorporated by reference
          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(b) Employment Agreement, dated    Incorporated by reference
          March 21, 1995, between ACI    to Exhibit 10.1(c) to the
          and John R. Spina, and         1994 10-K.
          related letter agreement.
* 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
                                         (the "September 1996 10-
                                         Q").
* 10.4    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.
* 10.5    Housing Agreement, dated       Incorporated by reference
          November 15, 1993 between      to Exhibit 10.17 to the
          Cactus Pete's Inc. ("CPI")     1994 10-K.
          and Craig H. Neilsen.
  10.6    Plan of Reorganization, dated  Incorporated by reference
          November 15, 1993, between     to Exhibit 2.1 to the
          ACI and Craig H. Neilsen in    1994 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.
  10.7(a) Credit Agreement, dated        Incorporated by reference
          June 1, 1995, among ACI, the   to Exhibits 10.1 and 99.1
          lenders listed therein and     to ACI's Quarterly Report
          Wells Fargo Bank, N.A., as     on Form 10-Q for the
          the successor to First         quarter ended June 30,
          Interstate Bank of Nevada,     1995.
          N.A. ("WFB/FIB"), as agent,
          together with a list
          describing omitted schedules
          and exhibits thereto.
  10.7(b) Consent to Merger and          Incorporated by reference
          Increased Commitment           to Exhibit 10.4 to the
          Agreement, dated October 4,    September 1996 10-Q.
          1996, among ACI, the lenders
          listed therein and WFB/FIB,
          as agent.
  10.8(a) Merger Agreement, dated as of  Incorporated by reference
          May 31, 1996, among Gem, ACI,  to Exhibits 10.1 and 99.1
          ACLVI, Steven W. Rebeil        to ACI's Quarterly Report
          ("Rebeil") and Dominic J.      on Form 10-Q for the
          Magliarditi ("Magliarditi"),   quarter ended June 30,
          together with a list           1996 (the "June 1996 10-
          describing omitted schedules   Q").
          and exhibits thereto.
  10.8(b) First Amendment to Merger      Incorporated by reference
          Agreement, dated July 2,       to Exhibit 10.5 to the
          1996, among Gem, ACI, ACLVI,   June 1996 10-Q.
          Rebeil and Magliarditi.
  10.8(c) Second Amendment to Merger     Incorporated by reference
          Agreement, dated as of         to Exhibits 10.3 and 99.1
          September 27, 1996, among      to ACI's Current Report
          Gem, ACI, ACLVI, Rebeil and    on Form 8-K filed on
          Magliarditi, together with a   October 24, 1996 (the
          list describing omitted        "October 1996 8-K").
          schedules and exhibits
          thereto.
  10.8(d) Gem Individuals' Notes Escrow  Incorporated by reference
          Agreement and Escrow           to Exhibit 10.4 to the
          Instructions, dated as of      October
          September 27, 1996, among      1996 8-K.
          ACI, Rebeil and Magliarditi.
  10.8(e) Letter agreement, dated        Incorporated by reference
          October 3, 1996, between ACI   to Exhibit 10.5 to the
          and Magliarditi.               October
                                         1996 8-K.
  10.8(f) Purchase Agreement, dated as   Incorporated by reference
          of June 30, 1996, between ACI  to Exhibit 10.6 to the
          and Gem Air, Inc. ("Gem        June 1996 10-Q.
          Air").
  10.8(g) Aircraft Operating Agreement,  Incorporated by reference
          dated as of July 5, 1996,      to Exhibit 10.4 to the
          between ACI and Gem Air.       June 1996 10-Q.
  10.8(h) Operating Agreement of Nevada  Incorporated by reference
          AG Air, Ltd. ("NVAGAIR"),      to Exhibit 10.2 to the
          dated as of July 5, 1996.      June 1996 10-Q.
  10.8(i) Sublease, dated as of          Incorporated by reference
          June 30, 1996, between ACI     to Exhibit 10.3 to the
          and NVAGAIR.                   June 1996 10-Q.
  10.9(a) Lease, dated September 8,      Incorporated by reference
          1992, between Magnolia Hotel   to Exhibit 10.2 to the
          Company and ACVI as the        Form S-1.
          assignee of Craig H. Neilsen.
  10.9(b) First Amendment to Agreement,  Incorporated by reference
          dated July 14, 1993, between   to Exhibit 10.2(b) to the
          Magnolia Hotel Company and     1995 10-K.
          ACVI as the assignee of Craig
          H. Neilsen.
  10.9(c) Second Amendment to Lease      Incorporated by reference
          Agreement, dated June 1,       to Exhibit 10.2(c) to the
          1995, between Magnolia Hotel   1995 10-K.
          Company and ACVI.
  10.10(a)Lease, dated September 18,     Incorporated by reference
          1992, between R.R. Morrison,   to Exhibit 10.3 to the
          Jr. and ACVI as the assignee   Form S-1.
          of Craig H. Neilsen.
  10.10(b)First Amendment to Lease       Incorporated by Reference
          Agreement, dated June 1,       to Exhibit 10.3 to the
          1995, between R.R. Morrison &  1995 10-K.
          Son, Inc. and ACVI.
  10.11(a)Lease, dated December 11,      Incorporated by reference
          1992, between Martha Ker       to Exhibit 10.4 to the
          Brady Lum et. al. and ACVI as  Form S-1.
          the assignee of Craig H.
          Neilsen.
  10.11(b)First Amendment to Lease       Incorporated by reference
          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.
  10.12   Settlement, Use and            Filed electronically
          Management Agreement and DNR   herewith.
          Permit, dated May 15, 1995,
          between the State of Iowa
          acting through the Iowa
          Department of Natural
          Resources and ACCBI as the
          assignee of Koch Fuels, Inc.
          See also Exhibit 99.1
  10.13   Option Agreement, dated July   Filed electronically
          11, 1995, between Levy Realty  herewith.
          Trust and ACLVI as the
          successor to Gem Gaming, Inc.
          ("Gem").
  10.14   Contract, dated December 19,   Incorporated by reference
          1995, between ACCBI and        to Exhibit 10.16 to the
          Perini-Andersen, a joint       1995 10-K.
          venture.
  10.15(a)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.1 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement (Hotel
          Tower), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific Construction Company,
          Inc. ("Camco Pacific").
  10.15(b)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.2 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement
          (Casino), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific.
  10.16   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.
  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 omitted exhibits
          and schedules to certain
          exhibits and certain
          instruments defining the
          rights of holders of certain
          long-term debt.
                                
     * Denotes a management contract or compensatory plan or
                          arrangement.