FIRST AMENDMENT TO CREDIT AGREEMENT
                              
                              
           THIS  FIRST AMENDMENT TO CREDIT AGREEMENT ("First
Amendment") is made and entered into as of the  9th  day  of
September,  1998,  by and among AMERISTAR CASINOS,  INC.,  a
Nevada  corporation ("ACI"), CACTUS PETE'S, INC.,  a  Nevada
corporation  ("CPI"), AMERISTAR CASINO  VICKSBURG,  INC.,  a
Mississippi  corporation ("ACVI"), AMERISTAR CASINO  COUNCIL
BLUFFS,  INC.,  an Iowa corporation ("ACCBI") and  AMERISTAR
CASINO  LAS  VEGAS, INC., a Nevada corporation ("ACLVI"  and
together   with  ACI,  CPI,  ACVI  and  ACCBI,  collectively
referred  to  as  the  "Borrowers") and  WELLS  FARGO  BANK,
National Association, U.S. BANK NATIONAL ASSOCIATION,  FIRST
AMERICAN  NATIONAL  BANK, operating  as,  and  successor  in
interest  by merger to, DEPOSIT GUARANTY NATIONAL BANK,  THE
FIRST NATIONAL BANK OF CHICAGO, BANKERS TRUST COMPANY, FIRST
NATIONAL BANK OF COMMERCE, TRUSTMARK NATIONAL BANK, IMPERIAL
BANK, NORWEST BANK OF NEBRASKA, N.A. and FORT WAYNE NATIONAL
BANK,   as   Lenders,   and  WELLS  FARGO   BANK,   National
Association,  as Swingline Lender and as the  administrative
and  collateral  agent for the Lenders and Swingline  Lender
(herein  in  such  capacity called  the  "Agent  Bank"  and,
together with the Lenders and Swingline Lender, collectively
referred to as the "Banks").

                      R_E_C_I_T_A_L_S:
                              
          WHEREAS:

          A.   Borrowers and Banks (Fort Wayne National Bank
having  acquired  its respective Syndication  Interest  from
Wells   Fargo  Bank,  National  Association  by  Assignment,
Assumption  and  Consent Agreement dated as  of  October  6,
1997)  entered into a Credit Agreement dated as of  July  8,
1997  (the  "Existing Credit Agreement") for the purpose  of
establishing a reducing revolving line of credit in favor of
Borrowers,  to  be  funded  by Lenders  up  to  the  maximum
principal amount of One Hundred Twenty-Five Million  Dollars
($125,000,000.00),  including a  Swingline  Facility  to  be
funded by Swingline Lender up to the maximum amount of  Five
Million Dollars ($5,000,000.00) at any time outstanding.

           B.   For the purpose of this First Amendment, all
capitalized  words  and terms not otherwise  defined  herein
shall  have the respective meanings and be construed  herein
as provided in Section 1.01 of the Existing Credit Agreement
and
<PAGE>shall  be  deemed to incorporate that provision  as  a
part hereof, in the same manner and with the same effect  as
if the same were fully set forth herein.

          C.   Borrowers and Banks have agreed to the waiver
and amendments to the Existing Credit Agreement on the terms
and  subject to the conditions and provisions set  forth  in
this First Amendment.

           NOW, THEREFORE, in consideration of the foregoing
and  other good and valuable considerations, the receipt and
sufficiency  of which are hereby acknowledged,  the  parties
hereto  do agree to the waiver, amendments and modifications
to the Existing Credit Agreement as specifically hereinafter
provided as follows:

           1.    Definitions.   As  of the  First  Amendment
Effective   Date,  Section  1.01  of  the  Existing   Credit
Agreement  entitled "Definitions" shall  be  and  is  hereby
amended  to include the following definitions.  Those  terms
which  are currently defined by Section 1.01 of the Existing
Credit  Agreement and which are also defined below shall  be
superseded  and  restated by the applicable  definition  set
forth below:

           "Applicable Margin" means for any Base Rate  Loan
or  LIBOR Loan the applicable per annum percentage amount to
be  added to the Base Rate or the LIBO Rate, as the case may
be,  as  set forth in the table below based on the  Leverage
Ratio  of  the  Borrower Consolidation  as  of  each  Fiscal
Quarter  end, commencing with the end of the Fiscal  Quarter
ending   June   30,  1998,  together  with  the  immediately
preceding  three  (3) Fiscal Quarters on a four  (4)  Fiscal
Quarter  basis,  any  change  in the  applicable  percentage
amount  by reason thereof to be effective as of the 1st  day
of  the  third month immediately following each such  Fiscal
Quarter end:

                                               LIBO
  Leverage Ratio                  Base Rate    Rate
                                  Margin       Margin
                      
 Greater than 5.00 to 1.00         2.75%       4.00%
 
 Greater than 4.00 to 1.00         2.25%       3.5%
 but less than or equal to
 5.00 to 1.00

Greater than 3.00 to 1.00          1.75%       3.00%
but less than or equal
to 4.00 to 1.00

Greater than 2.0 to 1.0 but        1.25%       2.50%
less than or equal to
3.0 to 1.0

Greater than 1.00 to 1.0 but       0.75%       2.00%
less than or equal 
to 2.0 to 1.00

Less than or equal                 0.25%       1.50%
 to 1.00 to 1.00
<PAGE>
           "Availability  Limit" shall  mean: (i)  for  the period
commencing on the Closing Date and until  June  30, 1998,  three and
onequarter (3.25) times (x) EBITDA of  the Borrower Consolidation
determined as of  the  end  of each Fiscal Quarter together with the
immediately preceding three (3) Fiscal Quarters on a four (4) Fiscal
Quarter  basis  as set forth on an Availability Limit Certificate and
received by  Agent Bank on each Availability Determination Date,
and (ii)  for  the  period commencing  on  July  1,  1998 and
continuing  until the Maturity Date, two and three-quarters (2.75)
times (x) EBITDA  of the Borrower Consolidation determined  as  of the
end of each Fiscal Quarter together with the immediately preceding three
(3) Fiscal Quarters  on a four  (4)  Fiscal  Quarter basis  as
set  forth  on  an Availability Limit Certificate and received by
Agent Bank on each Availability Determination Date.

           "Credit Agreement" shall mean the Existing Credit Agreement
as amended by the First Amendment, together  with all Schedules,
Exhibits and other attachments thereto, as it may  be  further
amended, modified,  extended, renewed  or restated from time to time.

          "Existing Credit Agreement" shall have the meaning set forth
in Recital Paragraph A of the Second Amendment.

           "First  Amendment" shall mean the First Amendment to Credit
Agreement.

           "First  Amendment Effective  Date" shall  mean June 30, 1998.

          2.   Modification of Applicable Margin Matrix.  As of the
First  Amendment Effective Date, the definition of Applicable Margin
shall be modified as set forth in the definition  of  Applicable Margin
contained  in the  First Amendment.

          3.    Reduction  of Availability Limit.  As of July  1, 1998,
the Availability Limit shall be reduced  from 3.25 times (x) EBITDA
to 2.75 times (x) EBITDA as set forth in the definition of Availability
Limit contained  in the First Amendment.
<PAGE>
          4.    Restatement of Capital Expenditures Covenant.  As of
the  First  Amendment Effective Date, Section  6.01 entitled
"Minimum Capital Expenditures", shall be and is hereby  fully amended
and restated in its entirety as follows:

                "Section  6.01. Capital Expenditures.
          During each Fiscal Year, commencing with  the
          Fiscal  Year commencing January  1,   1998,
          Borrowers  shall make or cause  to  be made,
          Capital Expenditures to the Collateral Properties
          in a minimum aggregate amount equal to or greater
          than two percent (2%) of net revenues but in no
          event greater than a maximum  aggregate  amount
          equal to three percent (3%) of net revenues,
          exclusive  of all amounts approved by Lenders  as
          of the First Amendment Effective Date for Capital
          Expenditures to be made during the 1998 Fiscal Year,
          derived from the Collateral Properties by the
          Borrower Consolidation during the immediately
          preceding Fiscal Year.  Commencing with  the 1999
          Fiscal Year and continuing until the Maturity Date,
          Borrowers shall make or cause to be made,
          Capital Expenditures to the Collateral Properties
          in a minimum aggregate amount equal to or greater
          than two percent (2%) of net revenues, but in no
          event greater than a maximum aggregate amount equal
          to five percent (5%) of net revenues, derived
          from the Collateral Properties by the Borrower
          Consolidation during the immediately preceding Fiscal
          Year."

          5.   One-Time Waiver of Minimum Tangible Net Worth
Violation.  Banks shall and do hereby waive the violation of the
minimum  Tangible  Net  Worth covenant  set  forth  in Section
6.02 of the Existing Credit Agreement, which violation occurred
as of the Fiscal Quarter ended March  31, 1998.  Borrowers acknowledge
that the Banks are entitled to require strict compliance with
Section 6.02 of the Credit Agreement (as well as all other provisions
of the Loan Documents) with respect to all other periods and at all times.
<PAGE>
           6.   Restatement of Minimum Tangible Net Worth Covenant.
As of the First Amendment Effective Date, Section 6.02 of the Existing
Credit Agreement entitled "Minimum Tangible Net Worth" shall be and is
hereby fully amended and restated in its entirety as follows:

                "Section  6.02. Minimum Tangible Net Worth.   As
          of the Fiscal Quarter ended June  30, 1998, and as of each
          Fiscal Quarter thereafter occurring  until Bank Facility
          Termination, the Borrower Consolidation shall maintain
          as of the last day of each Fiscal Quarter a Tangible Net Worth
          equal to or greater than the sum of (a) Fifty-Six Million
          Dollars ($56,000,000.00), plus (b) ninety percent (90%) of
          Net Income after taxes realized as of each Fiscal Quarter end
          occurring on and after September 30, 1998 (without reduction
          for any net losses), plus (c) ninety percent (90%) of the
          proceeds received in Cash or Cash Equivalents (net of reasonable
          expenses) of any and all additional Equity Offerings made after
          the Closing  Date, other than proceeds of any Equity Offerings
          that are required to be paid to Rebeil or Magliarditi pursuant
          to the terms of the Gem Merger Agreement."
          
           7.   Restatement of Leverage Ratio Covenant.   As of
the First Amendment Effective Date, Section 6.03 of the Existing
Credit Agreement entitled "Leverage Ratio" shall be and is hereby fully
amended and restated in its entirety  as follows:

                  "Section 6.03. Leverage Ratio. Commencing as of the
          first Fiscal Quarter ending subsequent to the Closing Date
          and continuing as of each Fiscal Quarter end until Bank
          Facilities Termination, the Borrower Consolidation shall
          maintain a Leverage Ratio no greater than the ratios described
          hereinbelow to be calculated as of the end of each Fiscal Quarter
          in accordance with the following schedule:
          <PAGE>

              Fiscal Quarter End          Leverage Ratio
              ------------------          --------------
          As of the Closing Date
          through the Fiscal Quarter
          ending March 31, 1998             5.00 to   1.00

          As of the Fiscal Quarter
          ending June 30, 1998              5.25 to   1.00

          As of the Fiscal Quarter
          ending September 30,1998
          through the Fiscal Quarter
          ending March 31, 1999             5.50 to   1.00

          As of the Fiscal Quarter
          ending June 30, 1999
          through the Fiscal Quarter
          ending September 30, 1999         5.25 to   1.00

          As of the Fiscal Quarter
          ending December 31, 1999          4.75 to   1.00

          As of the Fiscal Quarter
          ending  March 31, 2000
          through the Fiscal Quarter
          ending June 30, 2000              4.50 to   1.00

          As of the Fiscal Quarter
          ending September 30, 2000
          through the end of each
          Fiscal Quarter until the
          occurrence of the Maturity
          Date                              4.00 to   1.00"

          <PAGE>
           8.    Restatement of Gross Fixed Charge Coverage Ratio
Covenant.  As of the First Amendment Effective  Date, Section 6.04
entitled "Gross Fixed Charge Coverage  Ratio" shall be and is hereby
fully amended and restated in its entirety as follows:

                "Section 6.04. Gross Fixed Charge Coverage Ratio.
          Commencing as of the first Fiscal Quarter ending
          subsequent to the Closing Date and continuing as of each
          Fiscal Quarter end until Bank Facilities Termination,
          the Borrower Consolidation shall maintain a Gross Fixed
          Charge Coverage Ratio no less than the ratios described
          herein below to be calculated as of the end of each Fiscal
          Quarter in accordance with the following schedule:

          As of the Closing Date
          through the Fiscal Quarter
          ending March 31, 1998             1.50 to 1.00

          As of the Fiscal Quarter
          ending June 30,1998
          through the Fiscal Quarter
          ending September 30, 1999         1.25 to 1.00

          As of the Fiscal Quarter
          ending December 31, 1999
          through the end of each
          Fiscal Quarter until the
          occurrence of the Maturity Date   1.50 to 1.00"


          9.    Addition of Section 6.15 entitled "No Additional
Secured Indebtedness".  As of the First Amendment Effective Date,
Section 6.16 shall be added to the Credit Agreement as follows:
<PAGE>
                "Section  6.16.  No Additional Secured Indebtedness.
          Notwithstanding herein contained or contained in Section
          6.08(c) of the Credit Agreement to the contrary, on and after
          the First Amendment Effective Date, Borrower shall not incur
          any additional Indebtedness secured by any Lien
          encumbering all or any portion of the Collateral, exclusive,
          however, of secured purchase money Indebtedness permitted
          under Section 6.08(c) of the Credit Agreement which was
          incurred and outstanding as of the First Amendment Effective Date."

           10.   Conditions Precedent to Effectiveness of First
Amendment.  The First Amendment shall become effective as of the date hereof
upon receipt by Agent Bank of the following documents and payments,
in each case in a form and substance reasonably satisfactory to Agent Bank,
and the occurrence of each other condition precedent set forth below:

                 a.   Due execution by Borrowers and Banks of twelve (12)
duplicate originals of this First Amendment;

                 b.   Corporate resolutions or other evidence of requisite
authority of Borrowers to execute the First Amendment;

                 c.   Reimbursement to Agent Bank by Borrowers for  all
reasonable fees and out-of pocket expenses incurred by Agent Bank in
connection with the First Amendment, including, but not limited to,
reasonable attorneys' fees of Henderson & Morgan, LLC; and

                 d.    Such other documents, instruments or conditions
as may be reasonably required by Lenders.

           11.   Representations  of Borrowers. Borrowers hereby represent
to the Banks that as of the date hereof: <PAGE>
                 a.    the representations and warranties contained in
Article IV of the Existing Credit Agreement and contained in each of the
other Loan Documents  (other than representations and warranties which
expressly speak only as of a different date, which shall be true and correct
in all material respects as of such date) are true and correct on and as of
the date hereof in all material respects as though such representations and
warranties had been made on and as of the date hereof, except to the extent
that such representations and warranties are not true and correct as a result
of a change which is permitted by the Credit Agreement or by any other Loan
Document or which  has been otherwise consented to by Agent Bank;

                 b.    Since the date of the most recent financial
statements referred to in Section 5.08 of the Existing Credit Agreement,
no Material Adverse Change has occurred and no event or circumstance which
could reasonably be expected to result in a Material Adverse Change or
Material Adverse Effect has occurred;

                 c.   no event has occurred and is continuing which
constitutes a Default or Event of Default under the terms of the Credit
Agreement; and

                 d.   The execution, delivery and performance of this
First Amendment has been duly authorized by all necessary action of
Borrowers and this First Amendment constitutes a valid, binding and
enforceable obligation  of Borrowers.

           12.   Incorporation by Reference. This First Amendment
shall be and is hereby incorporated in and forms a part of the Existing
Credit Agreement.

           13.  Governing Law.  This First Amendment shall be governed by
the internal laws of the State of Nevada without reference to conflicts of
laws principles.

           14.   Counterparts.  This First Amendment may be executed in
any number of separate counterparts with the same effect as if the
signatures hereto and hereby were upon the same instrument.  All such
counterparts shall together constitute one and the same document.
<PAGE>
           15.  Continuance of Terms and Provisions.  All of the terms
and provisions of the Existing Credit Agreement shall remain unchanged
except as specifically modified herein.

           IN  WITNESS  WHEREOF, the parties hereto have executed
this First Amendment as of the day and year first above written.




                                BORROWERS:

                                AMERISTAR CASINOS, INC.,
                                a Nevada corporation

                                By /s/Thomas Steinbauer
                                Thomas Steinbauer,
                                Senior Vice President


                                CACTUS PETE'S, INC.,
                                a Nevada corporation

                                By /s/Thomas Steinbauer,
                                Thomas Steinbauer,
                                Vice President


                                AMERISTAR CASINO VICKSBURG,
                                INC., a Mississippi
                                corporation

                                By /s/Thomas Steinbauer
                                Thomas Steinbauer,
                                Vice President


                                AMERISTAR CASINO COUNCIL
                                BLUFFS, INC., an Iowa
                                Corporation
                                
                                By /s/Thomas Steinbauer
                                Thomas Steinbauer,
                                Vice President


                                AMERISTAR CASINO LAS VEGAS,
                                INC., a Nevada corporation

                                By /s/Thomas Steinbauer
                                Thomas Steinbauer,
                                Vice President



                                BANKS:

                                WELLS FARGO BANK,  
                                National Association,
                                Agent Bank, Lender and
                                Swingline Lender


                                By /s/Casey Potter
                                Casey Potter,  
                                Vice President



                                U.S. BANK,
                                Lender 

                                By /s/Jack W. Prescott
                                Jack W. Prescott
                                Vice President



                                FIRST AMERICAN NATIONAL BANK,
                                operating as, and successor in
                                interest by merger to,
                                DEPOSIT GUARANTY NATIONAL BANK, 
                                Lender


                                By /s/Larry C. Ratzlaff
                                Larry C. Ratzlaff
                                Senior Vice President



                                THE FIRST NATIONAL BANK OF
                                CHICAGO,
                                Lender


                                By /s/Mark A. Isley
                                Mark A. Isley,
                                First Vice President



                                BANKERS TRUST COMPANY, Lender


                                By /s/Patricia Hogan
                                Patricia Hogan,
                                Principal


                                FIRST NATIONAL BANK OF COMMERCE,
                                Lender


                                By /s/Louis Ballero
                                Louis Ballero,
                                Senior Vice President


                                TRUSTMARK NATIONAL BANK,
                                Lender


                                By /s/Johnny Ray
                                Johnny Ray,
                                Vice President


                                IMPERIAL BANK,
                                Lender


                                By /s/Steven K. Johnson
                                Steven K. Johnson,
                                Senior Vice President


                                NORWEST BANK OF NEBRASKA, N.A.,
                                Lender


                                By /s/Michael V. Hinrichs
                                Michael V. Hinrichs,
                                Vice President


                                FORT WAYNE NATIONAL BANK


                                By /s/Mark A. Minnick
                                Mark A. Minnick,
                                Senior Vice President