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, 1997

                               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 13, 1998, 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 13, 1998 was approximately $14,131,000,
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 9, 1998 Annual Meeting of Stockholders (which has not been
filed as of the date of this filing) are incorporated by
reference into Part III.
<PAGE>
     This  Report  contains  certain forward-looking  statements,
including  the  plans  and  objectives  of  management  for   the
business,  operations and economic performance  of  the  Company.
These  forward-looking statements generally can be identified  by
the  context  of the statement or the use of words  such  as  the
Company  or  its management "believes," "anticipates," "intends,"
"expects,"  "plans,"  or  words of similar  meaning.   Similarly,
statements   that   describe  the  Company's   future   operating
performance, financial results, plans, objectives, strategies  or
goals   are   forward-looking  statements.   Although  management
believes  that  the  assumptions underlying  the  forward-looking
statements  are  reasonable, these assumptions and  the  forward-
looking  statements  are subject to various  factors,  risks  and
uncertainties,  many  of  which are beyond  the  control  of  the
Company.   Accordingly,  actual results could  differ  materially
from  those  contemplated by the forward-looking statements.   In
addition  to the other cautionary statements relating to  certain
forward-looking statements throughout this Report,  attention  is
directed   to  "Item  1.--  Business  --  Cautionary  Information
Regarding  Forward-Looking Statements" below  for  discussion  of
some  of  the factors, risks and uncertainties that could  affect
the  outcome  of  future results contemplated by  forward-looking
statements.

                             PART I

ITEM 1.   BUSINESS

INTRODUCTION

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


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

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

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

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

BUSINESS AND MARKETING STRATEGIES

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

     The  Company's properties emphasize slot machine  play,  and
the Company 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, Ameristar Vicksburg  and  The
Reserve also offer poker. Keno and sports book wagering are  also
offered  at  the Jackpot Properties and The Reserve. The  Reserve
also  offers  bingo. The Company generally emphasizes competitive
minimum and maximum betting limits based on each market.

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

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

     The  Company's marketing programs also include a  number  of
promotions,  designed  primarily to  increase  the  frequency  of
customer visits within local markets particularly tied to

<PAGE>gaming  activities, as well as tour and travel  promotional
packages  in  certain  markets. The Company  uses  a  variety  of
advertising  media  to  market its properties,  including  print,
television,  radio, outdoor and internet advertising  and  direct
mail  promotions. The level of marketing and promotional  efforts
varies among properties based on competitive and seasonal factors
in each market.

EXPANSION STRATEGY

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

     The  Company  also seeks growth in its business through  the
expansion and improvement of its existing properties.  Management
has   under  consideration  several  projects  for  The  Reserve,
Ameristar Council Bluffs and Ameristar Vicksburg, but the Company
has not committed to any of these projects as of the date of this
Report.   Although  previously the Company  did  not  contemplate
undertaking  any  other  material  capital  expenditure  projects
pending the availability of adequate funds for the completion  of
a  planned  Phase  II  of  The Reserve, management  is  currently
reconsidering  this position and in connection therewith  intends
to  evaluate  the operating performance of each of the  Company's
properties,  the  anticipated  relative  costs  and  benefits  of
Phase  II  of The Reserve and other projects under consideration,
the  availability of cash flow and debt financing to fund capital
expenditures and competitive and other relevant factors.

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

     The  timing,  cost  and  scope of any expansion  or  capital
improvement project of the Company will be dependent, among other
factors,  on the Company's operating cash flow and the  resulting
ability  of  the Company to apply operating cash flow to  capital
expenditures  and  to  incur additional  indebtedness  under  the
Company's Revolving Credit Facility or other debt

<PAGE>instruments.  See "Item 7. -- Management's  Discussion  and
Analysis  of  Financial Condition and Results  of  Operations  --
Liquidity and Capital Resources."

PROPERTY PROFILES

     The  following table presents selected statistical and other
information concerning the Company's properties as of  March  13,
1998.

                                  AMERISTAR  AMERISTAR
             CACTUS       THE     VICKSBURG   COUNCIL      THE
              PETES    HORSESHU   (VICKSBUR    BLUFFS    RESERVE
            (JACKPOT,  (JACKPOT,   G, MS)     (COUNCIL
               NV)        NV)                 BLUFFS,   (Henderso
                                                IA)       n, NV)
OPENING       1956       1956     Feb. 1994  Jan. 1996  Feb. 1998
DATE

CASINO
SQUARE       25,000      3,500     35,000      27,500     42,000
FOOTAGE
(APPROX.)

SLOT           803        137        983       1,057      1,426
MACHINES

TABLE          38          8         47          43         32
GAMES

HOTEL          299        120      150(1)      300(2)      224
ROOMS

NUMBER OF
RESTAURANT     4/3        1/1        2/4        4/4        4/3
S/BARS

RESTAURANT
/BAR         460/80     124/40     550/76      975/93   1,057/105
SEATING
CAPACITY

GUEST
PARKING        908        226       1,021      1,441      1,900
SPACES

OTHER       356-Seat   Keno;      379-Seat   Kids Quest Sports
AMENITIES   Showroom;  Swimming   Showroom;  Children's Book;
            Sports     Pool;      Gift Shop  Activity   Keno;
            Book(3);   General               Center(3); Swimming
            Keno;      Store;                Meeting    Pool;
            Meeting    Service               Space;     Bingo;
            Space;     Station               Indoor     Gift Shop
            Swimming                         Swimming
            Pool;                            Pool &
            Gift                             Spa; Gift
            Shop;                            Shop;
            Amusement                        Amusement
            Arcade                           Arcade

OPERATING  Cactus      CPI       Ameristar   Ameristar  Ameristar
SUBSIDIARY Pete's,               Casino      Casino     Casino
OR         Inc.                  Vicksburg   Council    Las
SUBSIDIARI ("CPI")               , Inc.      Bluffs,    Vegas,
ES                               ("ACVI")    Inc.       Inc.
                                 and AC      ("ACCBI")  ("ACLVI")
                                 Hotel
                                 Corp.(4)

(1)  The  Company  is  developing a 150-room hotel  at  Ameristar
 Vicksburg expected to be completed in June 1998.

(2)  Includes a full service 160-room Ameristar hotel  owned  and
 operated  by the Company and a limited service 140-room  Holiday
 Inn  Suites  Hotel owned and operated by a third party  under  a
 ground lease from the Company.

(3) Operated by a third party.

(4) AC Hotel Corp. is a wholly owned subsidiary of ACVI that owns
 the hotel under construction at Ameristar Vicksburg.

<PAGE>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   primarily   in  the  northwestern  United   States   and
southwestern Canada.

     Cactus  Petes completed a major expansion project  in  1991.
Since  1993,  Cactus Petes has annually received a  Four  Diamond
rating from the AAA, the highest rating currently awarded to  any
Nevada hotel. The Horseshu Hotel has 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 587 state-of-the-art slot machines in replacement
of  older models, the linkage of all slot machines at the Jackpot
Properties  to the Company's player tracking system and  improved
sensory  appeal,  including touch screens and  enhanced  signage,
sounds   and  colors.  In  addition,  the  Company  substantially
completed  a  remodeling of the casino at The  Horseshu  in  late
1997.   Management believes that these renovations have  promoted
customer satisfaction and have improved the effectiveness of both
targeted marketing and general advertising programs.

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

     Competition. The Company has developed a dominant  share  of
the  market  capacity in Jackpot. The Jackpot Properties  compete
with  four  other  hotels and motels (three of  which  also  have
casinos).  As of March 13, 1998, the Jackpot Properties accounted
for  approximately  56% of the lodging rooms,  79%  of  the  slot
machines  and  77%  of  the table games  in  Jackpot.  Management
believes Cactus Petes offers a more attractive environment and  a
broader and higher quality range of gaming and leisure activities
than  those  of  its  competitors. 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.

     <PAGE>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.  See  "Item  1.  --  Business   --
Cautionary  Information Regarding Forward-Looking  Statements  --
Competition -- The Jackpot Properties."

AMERISTAR VICKSBURG

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

     The   permanently  moored,  dockside  Vicksburg  Casino   is
approximately 315 feet long and approximately 120 feet wide.  Due
to the width of the Vicksburg Casino, the casino, restaurants and
showroom  have  the spacious feel of a land-based  facility.  The
Vicksburg  Casino  has  three  levels,  which  are  connected  by
escalators and elevators. The casino is on the bottom and  middle
levels  and  has  wide aisles with an open feel that  provides  a
comfortable  and  inviting atmosphere. The Vicksburg  Casino  has
entrances  on both the lower and middle levels, with  the  lower-
level entrance providing access from valet parking and the middle-
level  entrance providing access from the self-parking area.  The
Vicksburg Casino is open 24 hours a day.

     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 situated on a bluff overlooking  the
Vicksburg Casino. This restaurant was closed in January 1998  for
renovation and is expected to reopen in September 1998.

     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 from the main entrance  to
the  Vicksburg  Casino for the future development  of  additional
improvements. The Company is constructing a 150-room hotel  on  a
portion   of   this   parcel  and  currently   anticipates   that
construction will be completed in June 1998. The Delta Point Inn,
a  54-room  budget  motel  that pre-existed  the  development  of
Ameristar Vicksburg,

<PAGE>has  been taken out of service and demolished in connection
with  this  expansion. Management believes that  the  development
cost  of the hotel will be approximately $10.3 million, including
capitalized construction period interest. Management expects that
a  substantial portion of these development costs will be  funded
out  of  draws under a $7.5 million short-term loan facility  and
the  balance will be funded out of operating cash flow. See "Item
7. -- Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."

     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   26,000
persons,  is  located 45 miles west of Jackson,  the  capital  of
Mississippi. According to the 1990 U.S. Census, the  Jackson  and
Vicksburg   metropolitan  areas  had  a   total   population   of
approximately 440,000 persons. Approximately 800,000 people  live
within  Ameristar Vicksburg's 17-county primary 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  1997.  As of March  13,  1998,  Vicksburg  had
approximately  1,608  lodging rooms.  The  Vicksburg  Chamber  of
Commerce has estimated that the 1997 average hotel occupancy rate
in  Vicksburg  was approximately 70%. Gaming revenues  in  Warren
County,  Mississippi for the 52 weeks ended  December  20,  1997,
were approximately $189.7 million.

     Competition.  Ameristar Vicksburg is subject to  competition
from  three  local  competitors, from casinos in  Shreveport  and
Bossier  City,  Louisiana, and from a Native American  casino  in
Philadelphia,  Mississippi. Ameristar Vicksburg has approximately
1,263  gaming positions or 32.1% of the total number of positions
in Warren County. Based on available data, Ameristar Vicksburg is
currently the market leader in Warren County and generated gaming
revenues  in 1996 and 1997 representing approximately  33.1%  and
32.9%,   respectively,  of  the  total  market  gaming  revenues.
Management attributes Ameristar Vicksburg's leading market  share
position  to  the  effectiveness of the Company's  marketing  and
promotional strategy, the property's proximity to and  visibility
from  Interstate 20, its ease of access, the size and  design  of
the facility and the range and quality of the amenities offered.

     Several potential gaming sites still exist in Warren  County
and Vicksburg and from time to time potential competitors propose
the  development of additional casinos in or near  Vicksburg.  In
August  1997,  two  companies  announced  the  execution  of   an
agreement to form a joint venture to develop and operate a casino
facility   near   Ameristar   Vicksburg,   subject   to   certain
contingencies.  In  addition, the Company is  involved  in  legal
proceedings  in which it is alleged that the Company and  certain
other parties engaged in conduct to oppose the development  of  a
casino   between   Vicksburg  and   Jackson   in   violation   of
Mississippi's antitrust

     <PAGE>and gaming regulatory laws.   See "Item 1. -- Business
-- Cautionary Information Regarding Forward-Looking Statements --
Competition  --  Ameristar Vicksburg."  and  "Item  3.  --  Legal
Proceedings."


AMERISTAR COUNCIL BLUFFS

     The  Company opened Ameristar Council Bluffs in January 1996
under   one  of  three  gaming  licenses  currently  issued   for
Pottawattamie  County, Iowa. On the bank of  the  Missouri  River
across from Omaha, Nebraska, Ameristar Council Bluffs is adjacent
to the Nebraska Avenue exit on Interstate 29 immediately north of
the  junction  of  Interstate 29 and Interstate 80.  The  Company
designed  Ameristar  Council  Bluffs  as  a  destination   resort
intended to serve as an entertainment centerpiece of the  region.
Ameristar Council Bluffs features architecture reminiscent  of  a
gateway  river  town  in the late 1800s. The  design  complements
existing  characteristics  of Council  Bluffs  while  giving  the
facility  its own distinctive personality. 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.  See "Item 7. --  Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations -- Liquidity and Capital Resources."

     Ameristar  Council Bluffs opened in stages during  1996  and
early 1997. The Council Bluffs Casino opened on January 19, 1996,
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 Company's remaining land-based facilities, a steak
house and an indoor swimming pool and spa, opened on February  25
and March 3, 1997, respectively.

     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. Both levels of the riverboat  are
connected  by escalators and an elevator. 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.

     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.

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

     Market.  Council  Bluffs has a population  of  approximately
54,300  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 1.1 million people live within a  50-mile
radius, and approximately 1.6 million people live within  a  100-
mile  radius, of Council Bluffs. The median household  income  of
the  greater metropolitan area is approximately $40,000, with  an
unemployment rate of approximately 2.4%. Based on available data,
Council Bluffs is currently the strongest gaming market in  Iowa.
Gaming  revenues in Pottawattamie County, Iowa for the 12  months
ended February 28, 1998, were $272.2 million.

     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
("Harveys"), 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. Bluffs Run, which opened in March 1995, has approximately
1,200   slot   machines,   a  restaurant,   buffet   and   lounge
entertainment. The Company believes that Bluffs Run will continue
to  provide significant competition due to its advantage of being
the only land-based facility in the market.

     Management   believes   Harveys   also   provides    serious
competition  for  Ameristar Council Bluffs.  The  Harveys  casino
opened  on  January  1,  1996, and substantially  all  the  other
Harveys  facilities opened in May 1996, except for  a  restaurant
that opened in May 1997.

     The  average  monthly  market share of  gaming  revenues  of
Ameristar  Council  Bluffs was approximately 28.8%  during  March
1997 through February 1998 (the first twelve months following the
completion  of  all  of  the land-based facilities  at  Ameristar
Council  Bluffs),  approximately 9.1 and  4.5  percentage  points
behind Bluffs Run and Harveys, respectively. See also "Item 1. --
Business  --  Cautionary  Information  Regarding  Forward-Looking
Statements -- Competition -- Ameristar Council Bluffs."

THE RESERVE

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

<PAGE>acquisition, the Company redesigned The Reserve  to  expand
and  enhance  the project. The redesign is intended  to  increase
revenues and to improve The Reserve's competitive position.

     The  Reserve  includes approximately 42,000 square  feet  of
casino   space  (with  approximately  1,426  slot  machines   and
approximately 32 table games (including poker), 224 hotel  rooms,
four  restaurants (a buffet, a 24-hour restaurant, a steak  house
and  an  Italian  restaurant), three bars and lounges,  a  sports
book,  keno,  bingo, approximately 1,900 surface parking  spaces,
back-of-house  facilities and a swimming pool. The  current  food
and beverage operations and back-of-house facilities will support
future  expansion of The Reserve. The Company's total acquisition
and  construction  budget for The Reserve, including  capitalized
construction  period  interest, preopening  costs,  design  costs
(including  those  for  a  contemplated Phase  II  addition)  and
acquisition costs was $125.0 million.  As of December  31,  1997,
$40.3  million  of  this  budget remained  to  be  expended.  The
ultimate  master plan has been designed for phased expansions  of
the  gaming areas, additional hotel towers, multi-level  parking,
and other amenities such as additional restaurants, meeting rooms
and a children's activity center. Under the Company's development
plan,  Phase  II  construction at The Reserve  would  add  28,000
square feet of casino space, approximately 500 slot machines  and
20  table games, a relocated and enhanced porte cochere, a 1,400-
space parking structure, enhancements to the swimming pool garden
area  and  sports  book facilities, and possibly  a  live  animal
habitat,  at  an estimated cost of $27.0 million.   However,  the
desirability,  timing,  scope and cost of  an  expansion  of  The
Reserve  are  currently under consideration by the  Company.  See
"Item  7.  --  Management's Discussion and Analysis of  Financial
Condition  and  Results  of Operations -- Liquidity  and  Capital
Resources"  for additional information concerning  the  potential
expansion of The Reserve.

     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 markets The  Reserve
to  visitors, including persons driving to and from  Arizona  via
Interstate 515, persons driving between California and Lake  Mead
and  other  visitors to the Las Vegas area who desire lodging  in
Henderson-Green Valley.

     According  to the 1996 Las Vegas Perspective, the Las  Vegas
metropolitan area was the fastest growing metropolitan  area  and
Henderson  was  the  fastest growing city in  the  United  States
during the first half of the 1990s, with population increases  of
26%  and  57%,  respectively. In February 1997, the Nevada  State
Demographer's  Office estimated the population of  Clark  County,
Nevada  was  1.1  million, and the population  of  Henderson  and
Boulder  City  (a community south of Henderson) was 144,800.  The
Henderson Building Department reports that building permits  were
issued  in 1996 for 5,720 new single and multi-family residential
housing units in Henderson. According to the Nevada Department of
Transportation, approximately 100,000 vehicles per day  currently
pass  through the junction of Interstate 515 and Lake Mead Drive,
the  site of The Reserve. No assurance can be given that the  Las
Vegas  metropolitan area and Henderson-Green Valley will continue
to experience

<PAGE>population  growth or that growth  will  continue  for  any
particular  period of time or at the same rates as in the  recent
past.

     Competition.   The  Company  expects  The  Reserve  to  face
significant competition in the Henderson-Green Valley market.  In
June 1997, Station Casinos, Inc. opened Sunset Station, a casino-
hotel  approximately 3.5 miles north of The  Reserve  site  along
Interstate  515.  Management believes that  additional  competing
casino-hotels  will be developed in Henderson-Green  Valley,  and
plans  have  been announced for the development  of  two  casino-
hotels within a 3.5 mile radius of The Reserve. In addition,  The
Reserve  competes  to a lesser extent with  a  number  of  small,
limited service casinos that currently operate within a five-mile
radius  and several other casino-hotels in the southeastern  area
of metropolitan Las Vegas. Additional competition in this area is
anticipated  over  time. See "Item 1. -- Business  --  Cautionary
Information Regarding Forward-Looking Statements -- Competition -
- The Reserve."

EMPLOYEES

     As  of  March  13, 1998, the Company employed  approximately
4,005  full-time employees and 426 part-time employees.  None  of
the   Company's  current  employees  is  employed   pursuant   to
collective  bargaining  or  other union arrangements.  Management
believes its employee relations are good.

CAUTIONARY   INFORMATION   REGARDING   FORWARD-
          LOOKING STATEMENTS

COMPETITION

     General.   The  Company competes for customers primarily  on
the  basis  of  the location and quality of its  properties,  the
quality,  range  and  pricing  of non-gaming  amenities  such  as
hotels,  restaurants and entertainment and the  strength  of  its
marketing and promotional campaigns. 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 located in a jurisdiction that restricts gaming  to
certain  areas and/or borders a state that prohibits or restricts
gaming  operations,  which restrictions and prohibitions  provide
substantial benefits to the Company's business and its ability to
attract  and  retain  customers.  The  legalization  or  expanded
legalization or authorization of gaming within a market  area  of
one  of  the  Company's properties could have an adverse  effect,
which  may  be  material,  on the Company's  business,  financial
condition and results of operations.

     The  Jackpot Properties.  In addition to local casinos,  the
Jackpot  Properties  are  subject  to  existing  and  potentially
expanded  competition  from casinos  in  other  portions  of  the
Pacific  Northwest, including existing casinos on Native American
lands   near   Pocatello,  Idaho  and  in   western   Washington,
northeastern Oregon and Alberta, Canada. Management believes that
the  currently  operating casinos in the outer market  negatively
impacted  the  performance  of the Jackpot  Properties  in  1996.
Although  the  Company responded to the increased competition  by
renovating   its  slot  equipment  at  the  Jackpot   Properties,
remodeling the casino at The Horseshu

<PAGE>and  increasing marketing efforts, which  steps  management
believes have demonstrated initial success, no assurances can  be
given  with  respect  to the future competitive  effects  on  the
Jackpot Properties of these casinos.

     The  expansion of casino gaming on Native American lands  in
southern Idaho, eastern Oregon or eastern Washington could have a
material  adverse  effect  on  the  Jackpot  Properties  and  the
Company.  Notwithstanding  a 1992 Idaho constitutional  amendment
that  prohibits all forms of casino gaming and the Indian  Gaming
Regulatory   Act   of  1988  ("IGRA"),  which  restricts   gaming
operations  on Native American land to those allowed under  state
law,  video lottery terminal ("VLT") casinos, including  the  one
near  Pocatello, are currently being operated on Native  American
lands  in  Idaho. While these VLT casinos may be in violation  of
IGRA,  federal  officials have not taken any  enforcement  action
against  these operations. The failure of the federal  government
to  take  such enforcement action could lead to the expansion  of
casino  gaming  on Native American lands in Idaho. The  Shoshone-
Paiute  Tribes  are seeking a declaratory judgment  to  determine
what  forms  of gaming are legal and to negotiate a compact  with
the State of Idaho based on that judgment.

     Increased   competition  in  Jackpot  resulting   from   the
renovation or expansion of existing casinos or the development of
new  casinos,  none  of which are currently contemplated  by  any
party to the knowledge of the Company, could also have a material
adverse effect on the Jackpot Properties and the Company.

     Ameristar  Vicksburg.   Ameristar Vicksburg  is  subject  to
competition  from  three  local  competitors,  from  casinos   in
Shreveport  and  Bossier  City,  Louisiana,  and  from  a  Native
American  casino  in  Philadelphia,  Mississippi.  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.  Management
believes  that  competition from the casinos  in  Shreveport  and
Bossier   City,  Louisiana  and  Philadelphia,  Mississippi   has
resulted  in  a recent shrinkage in the territorial size  of  the
Vicksburg  gaming market, and it is possible that  the  Vicksburg
market   will   be  subject  to  additional  shrinkage   due   to
competition.

     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. In August 1997, two companies announced the  execution
of an agreement to form a joint venture to develop and operate  a
casino  facility  on  a  site along the  Mississippi  River  near
Ameristar    Vicksburg,   subject   to   certain   contingencies.
Accordingly,   no   assurance  can  be  given   that   additional
competitors will not enter the market. Additional competition  in
Vicksburg  could  have  a material adverse  effect  on  Ameristar
Vicksburg and the Company.

     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

<PAGE>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, which denial was appealed by an adjoining landowner
and  the  license  applicant.  In December  1997,  a  Mississippi
circuit  court  issued an order reversing  the  decision  of  the
Mississippi Gaming Commission and remanded the application to the
Mississippi  Gaming  Commission  for  further  proceedings.   The
Mississippi Gaming Commission has appealed this court order.   In
addition, the Company is involved in legal proceedings  in  which
it  is alleged that the Company and certain other parties engaged
in   conduct   to  oppose  this  application  in   violation   of
Mississippi's antitrust and gaming regulatory laws.  See "Item 3.
--  Legal  Proceedings." The 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.

     Ameristar   Council   Bluffs.   Ameristar   Council   Bluffs
currently competes in Council Bluffs with two other casinos.  One
of  these  casinos, at the Bluffs Runs dog-racing  track,  has  a
significant  competitive advantage as a land-based  facility  and
has  been  the local market leader in gaming revenues each  month
through March 1998 despite operating under a license that  limits
it  gaming  operations  to reel-style slot  machines.  Management
believes that the other competitor in Council Bluffs, a riverboat
casino operated by Harveys Casino Resorts, also provides and will
continue  to  provide serious competition for  Ameristar  Council
Bluffs.

     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.
In   addition,  a  bill  is  under  consideration  by  the   Iowa
legislature  that, if adopted, would impose a moratorium  on  new
gaming licenses.

     A  ballot  initiative was proposed in 1996 that  would  have
authorized  slot machines and casino gaming at certain  locations
in  Nebraska, including Omaha, which is across the Missouri River
from Council Bluffs. This initiative was not placed on the ballot
due  to the determination of the Nebraska Secretary of State that
an  insufficient  number  of petition signatures  were  obtained.
Although  no assurances can be given, management believes  it  is
unlikely that any further legislative action or voting referendum
that would authorize casino gaming in Nebraska will be acted upon
prior  to  2000. 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  Company expects  The  Reserve  to  face
significant competition in the Henderson-Green Valley market.  In
June 1997, Station Casinos, Inc. opened Sunset Station, a casino-
hotel  approximately 3.5 miles north of The  Reserve  site  along
Interstate 515. Sunset

<PAGE>Station  is  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
a  casino-hotel approximately 3.5 miles west of The Reserve, near
the  junction  of Interstate 215 and Lake Mead Drive.  Management
believes  that  construction on this project  could  commence  as
early as late 1998.  Another competing casino-hotel with a 70,000-
square  foot  casino,  300 hotel rooms  and  other  amenities  is
proposed to be developed across from Sunset Station. This project
is  in  the design stage, and, if developed, management  believes
that it would not open before early 2000.

     Management  is  also  aware of several additional  sites  in
Henderson-Green Valley that have been zoned for casino-hotel  and
believes  it is likely additional casino resorts ultimately  will
be  developed in Henderson-Green Valley and other portions of the
southeastern Las Vegas metropolitan area.  Station Casinos,  Inc.
has  recently  announced plans for the development  of  a  local-
market  casino-hotel approximately 8.5 miles north of The Reserve
near two existing casino-hotels.

 SUBSTANTIAL LEVERAGE AND ABILITY TO SATISFY DEBT OBLIGATIONS

     The  Company has substantial fixed debt service in  addition
to  operating  expenses.  Such indebtedness requires  substantial
annual  debt-service payments, including some principal payments.
The degree to which the Company is leveraged could have important
consequences  to  the  holders of its securities,  including  the
following:  (i) the Company's ability to make scheduled  payments
of  principal  of,  or premium (if any) or  interest  on,  or  to
refinance,  its indebtedness may be impaired, (ii) the  Company's
ability  to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or other purposes may
be  impaired, (iii) the Company's flexibility in planning for  or
reacting  to  changes in market conditions  may  be  limited  and
(iv) the Company may be vulnerable in the event of a downturn  in
its  business.   See  "Item  7.  -- Management's  Discussion  and
Analysis  of  Financial Condition and Results  of  Operations  --
Liquidity and Capital Resources."

     The  Company's principal long-term debt instruments contain,
and  future  long-term  debt  instruments  may  contain,  certain
restrictive  covenants including, among other things, limitations
on  the  ability of the Company to incur additional indebtedness,
to  create liens and other encumbrances, to make certain payments
and  investments, to enter into transactions with  affiliates  to
sell  or  otherwise dispose of assets and to merge or consolidate
with  another  entity.   Although the covenants  are  subject  to
various  exceptions  that are intended to allow  the  Company  to
operate   without   undue   restraint  in   certain   anticipated
circumstances, there can be no assurance that such covenants will
not  adversely  affect the Company's ability  to  finance  future
operations or capital needs or to engage in other activities that
may  be  in  the  interest  of  the Company.   In  addition,  the
Company's   long-term  debt  requires  it  to  maintain   certain
financial ratios and future credit facilities may contain similar
restrictions.   The  Company's  ability  to  comply   with   such
provisions  will be dependent upon its future performance,  which
will be affected by prevailing economic conditions and financial,
business,  competitive,  regulatory and other  factors,  many  of
which   are  beyond  the  Company's  control.   Accordingly,   no
assurance can be given that the Company will maintain a level  of
operating cash flow that

<PAGE>will  permit it to service its obligations and  to  satisfy
applicable  financial  covenants.   A  breach  of  any  of  these
covenants  or  the inability of the Company to  comply  with  the
required financial ratios could result in an inability to  obtain
additional borrowings under existing debt facilities or a default
under one or more of the Company's long-term debt instruments.

CONSTRUCTION AND DEVELOPMENT RISKS; RISKS OF NEW VENTURES

     General  Construction and Development  Risks.   Construction
and  expansion  projects, such as the  addition  of  a  hotel  at
Ameristar   Vicksburg  and  various  expansion  and   improvement
projects under consideration for this Company's other properties,
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.   The  anticipated   costs   and
construction periods for construction projects of the Company are
based  upon budgets, conceptual design documents and construction
schedule  estimates prepared by the Company in consultation  with
its  architects and contractors, and no assurance  can  be  given
that  any  project will be completed on time, if at  all,  or  on
budget  or  that  the  Company will be able to  fund  any  budget
overrun  amounts.  Variances  in  construction  time  periods  or
budgets  could  be  substantial.   The  completion  date  of  any
construction project of the Company may differ significantly from
initial expectations for construction-related or other reasons.

     In  connection with certain construction projects undertaken
by  the  Company,  the  Company employs "fast-track"  design  and
construction  methods, which involve the design of future  stages
of   construction  while  earlier  stages  of  construction   are
underway.   Although management believes that the  use  of  fast-
track  design  and  construction methods can reduce  the  overall
construction  time, these methods may not always result  in  such
reductions,  may  involve  additional  construction  costs   than
otherwise would be incurred and may increase the risk of disputes
with contractors.

     Construction   Dependent   upon  Available   Financing   and
Operations.   The  availability  of  funds  under  the  Company's
principal  credit  facility at any time  is  dependent  upon  the
amount  of  EBITDA  (as defined) of Ameristar and  its  principal
subsidiaries  during  the preceding four  full  fiscal  quarters.
Since  the  future operating performance of the Company  will  be
subject to financial, economic, business, competitive, regulatory
and  other factors, many of which are beyond the control  of  the
Company, no assurances can be given with respect to the level  of
the   Company's  future  consolidated  EBITDA  or  the  resulting
availability of operating cash flow or borrowing capacity of  the
Company  to  undertake or complete future construction  projects,
including  those currently under consideration for the  expansion
of  The  Reserve and Ameristar Council Bluffs.  See "Item  7.  --
Management's  Discussion and Analysis of Financial Condition  and
Results of Operations -- Liquidity and Capital Resources."

     Risks  of  Cost  Overruns.   The cost  of  any  construction
project  undertaken  by the Company may vary  significantly  from
initial  current expectations, and the Company may have a limited
amount of capital resources to fund cost overruns on any project.
If the Company

<PAGE>cannot  finance such cost overruns on a timely  basis,  the
completion of one or more projects may be delayed until  adequate
cash flow from operations or other financing is available.

     General  Risks  of New Ventures.  As a result  of  operating
risks, including those described in this section, and other risks
associated  with  a new venture, there can be no assurance  that,
once  completed,  any  development  project  will  increase   the
Company's operating profits or operating cash flow.

CONTROL  BY CURRENT STOCKHOLDER AND EFFECTS OF CHANGE IN CONTROL;
DEPENDENCE ON KEY PERSONNEL

     Craig   H.  Neilsen,  the  Company's  president  and   chief
executive   officer,   controls  approximately   86.9%   of   the
outstanding shares of Common Stock of Ameristar. As a result, Mr.
Neilsen  has  the  power  to  control the  management  and  daily
operations  of  the  Company. The Company  is  dependent  on  the
continued performance of Mr. Neilsen and his management team. The
loss  of  the  services  of Mr. Neilsen or  any  other  executive
officer of the Company may have a material adverse effect on  the
Company.  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.  Certain changes in control  of  the
Company  could  result  in  the  acceleration  of  the  Company's
principal long-term credit facilities.

AVAILABILITY OF OPERATING AND CORPORATE MANAGEMENT PERSONNEL

     The  Company  has  experienced and expects  to  continue  to
experience  strong competition in hiring and retaining  qualified
operating and corporate management personnel. Management believes
that  a  number  of  factors have contributed  to  the  Company's
difficulties  in  attracting and retaining  qualified  management
personnel,  including the recent and continuing proliferation  of
gaming  facilities throughout the United States,  the  additional
burdens on the Company's existing management personnel due to the
lack  of  depth in other positions, the reluctance of the Company
to  match or exceed compensation packages offered by some of  its
competitors,   and  the  locations  of  some  of  the   Company's
operations (particularly Jackpot and Vicksburg).

GAMING LICENSING AND REGULATION

     The  ownership and operation of casino gaming facilities are
subject  to extensive state and local regulation.  The States  of
Iowa, Mississippi and Nevada and the applicable local authorities
require various licenses, findings of suitability, registrations,
permits  and  approvals  to  be  held  by  the  Company  and  its
subsidiaries.   The  Iowa  Racing  and  Gaming  Commission,   the
Mississippi  Gaming Commission and the Nevada  Gaming  Commission
may, among other things, limit, condition, suspend, revoke or not
renew  a  license  or  approval  to  own  the  stock  of  any  of
Ameristar's    Iowa,   Mississippi   or   Nevada    subsidiaries,
respectively,  for any cause deemed reasonable by such  licensing
authority.   Gaming  licenses require periodic renewal  currently
every   two   years  in  Mississippi,  and  annually   in   Iowa.
Substantial  fines  or  forfeiture of assets  for  violations  of
gaming laws or regulations may be levied against Ameristar, such

<PAGE>subsidiaries  and  the persons involved.   The  suspension,
revocation or non-renewal of any of the Company's licenses or the
levy  on the Company of substantial fines or forfeiture of assets
would  have a material adverse effect on the Company's  business,
financial  condition and results of operations.  The  Company  is
subject  to substantial gaming taxes and fees imposed by  various
governmental authorities, which are subject to increase.

     To date, the Company has obtained all governmental licenses,
findings  of  suitability, registrations, permits  and  approvals
necessary  for  the operation of its currently  operating  gaming
activities.   However, gaming licenses and related approvals  are
deemed  to be privileges under Iowa, Mississippi and Nevada  law,
and no assurances can be given that any new licenses, permits and
approvals  that may be required in the future will  be  given  or
that  existing ones will be maintained or extended.  In addition,
changes  in  law could restrict or prohibit gaming operations  of
the  Company  in  any  jurisdiction, and  certain  jurisdictions,
including  Iowa, require the periodic reauthorization  of  gaming
activities.  No assurance can be given that gaming operations  of
the  type conducted by the Company will continue to be authorized
in  any  jurisdiction.   Such  a change  in  law  or  failure  to
reauthorize  gaming activities could substantially  diminish  the
value  of  the  Company's  assets  in  such  a  jurisdiction  and
otherwise  have  a  material  adverse  effect  on  the  Company's
business, financial condition and results of operations.  Various
proposals   are  currently  under  consideration  by   the   Iowa
Legislature  that, if adopted, would restrict  the  expansion  of
existing   gaming  operations  and  otherwise  have  an   adverse
financial impact on casino operations in the state.  See "Item 1.
--Business -- Government Regulations."

LOSS OF RIVERBOAT AND DOCKSIDE FACILITIES FROM SERVICE

     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.  In  addition,
United States Coast Guard regulations set limits on the operation
of  vessels,  require  that  vessels be  operated  by  a  minimum
complement of licensed personnel and require a hull inspection at
a United States Coast Guard approved dry docking facility for all
cruising   riverboats  at  five-year  intervals.  Less  stringent
inspection  requirements  apply to  permanently  moored  dockside
vessels  like the Vicksburg Casino. The Council Bluffs Casino  is
not  scheduled for re-inspection by the United States Coast Guard
until November 2000. 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 borrowing capacity under its
long-term  debt facilities and could result in the occurrence  of
an  event  of  a  default under one or more credit facilities  or
contracts.

ENVIRONMENTAL RISKS AND REGULATION

     As  is the case with any owner or operator of real property,
the  Company is subject to a variety of federal, state and  local
governmental regulations relating to the use, storage, discharge,
emission  and disposal of hazardous materials. Failure to  comply
with environmental

<PAGE>laws could result in the imposition of severe penalties  or
restrictions  on operations by government agencies or  courts  of
law which could adversely affect operations. The Company does not
have environmental liability insurance to cover most such events,
and  the  environmental liability insurance coverage it maintains
to  cover  certain  events includes significant  limitations  and
exclusions. In addition, if the Company discovers any significant
environmental contamination affecting any of its properties,  the
Company  could  face  material remediation  costs  or  additional
development costs for future expansion activities. See "Item 2. -
- Properties."

GOVERNMENT REGULATIONS

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

     NEVADA.   The  ownership  and  operation  of  casino  gaming
facilities in Nevada are subject to (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 at The Reserve are subject to the licensing
and  regulatory  control  of the City of  Henderson.  The  Nevada
Commission,  the  Nevada Board, the City  of  Henderson  and  the
Liquor Board of Elko County are collectively referred to in  this
section as the "Nevada Gaming Authorities."

     The  laws,  regulations and supervisory  procedures  of  the
Nevada  Gaming Authorities are based upon declarations of  public
policy  which  are concerned with, among other  things,  (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, and ACLVI, which
operates  The Reserve, are required to be licensed by the  Nevada
Gaming  Authorities.  The gaming licenses  require  the  periodic
payment of fees and taxes and are not transferable. Ameristar  is
registered  by  the  Nevada  Commission  as  a  publicly   traded
corporation (a "Registered Corporation") and has

<PAGE>been  found  suitable to own the stock of  CPI  and  ACLVI,
which  are  corporate licensees ("Corporate Licensee") under  the
terms  of  the Nevada Act. As a Registered Corporation, Ameristar
is   required  periodically  to  submit  detailed  financial  and
operating reports to the Nevada Commission and furnish any  other
information  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,  CPI
and  ACLVI  have obtained from the Nevada Gaming Authorities  the
various   registrations,  findings  of  suitability,   approvals,
permits  and  licenses currently required in order to  engage  in
gaming activities in Nevada.

     The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with,
CPI,  ACLVI  or  Ameristar  in order to  determine  whether  such
individual  is  suitable  or should be  licensed  as  a  business
associate  of a gaming licensee. Officers, directors and  certain
key  employees of CPI and ACLVI must file applications  with  the
Nevada  Gaming Authorities and may be required to be licensed  or
found  suitable  by  the  Nevada  Gaming  Authorities.  Officers,
directors  and  key employees of Ameristar who are  actively  and
directly  involved in gaming activities of CPI or  ACLVI  may  be
required  to  be reviewed or found suitable by the Nevada  Gaming
Authorities.   The  Nevada  Gaming  Authorities   may   deny   an
application  for  licensing  for  any  cause  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.  Changes in licensed  positions  must  be
reported  to  the Nevada Gaming Authorities, and in  addition  to
their  authority  to  deny  an  application  for  a  finding   of
suitability  or  licensure, the Nevada  Gaming  Authorities  have
jurisdiction to disapprove a change in a corporate position.

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

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

<PAGE>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 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,

<PAGE>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 unsuitable person by  way
of  principal,  redemption, conversion, exchange, liquidation  or
similar transaction.

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

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

     <PAGE>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  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

<PAGE>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.

     As  a  condition  of  receiving a  gaming  license  for  The
Reserve, Ameristar made a commitment to the Nevada Commission  to
implement  a  Compliance Plan.  ACI has drafted a plan  and  will
submit  it to the Nevada Board for its review and approval during
the  week  of March 30, 1998.  The purposes of the proposed  plan
will be to (i) monitor compliance with gaming laws in Nevada  and
other  jurisdictions, (ii) advise the Board of Directors  of  any
gaming  law  compliance problems, (iii) provide  reports  to  the
Nevada  Board,  (iv)  perform  due  diligence  regarding  certain
proposed transactions and relationships of the Company,  and  (v)
receive  input from the Nevada Gaming Authorities.  As  proposed,
the  plan  will  be implemented by a Compliance Committee,  which
will  consist  of four members: a new full time employee  of  the
Company  to  be  known  as the Compliance  Officer,  one  outside
director,  one  inside  director or executive  officer,  and  one
person  who  is not affiliated with the Company who  is  familiar
with  gaming  generally.  The members of the  Committee  will  be
subject  to  approval of the Nevada Board.  The identity  of  the
members of the Committee has not yet been determined

     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, 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; (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 could have an adverse  effect  on
the Company and the Company's Mississippi gaming operations.

     <PAGE>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 24, 1998, dockside gaming  was
permissible in nine of the 14 eligible counties in the State  and
gaming  operations  had  commenced in  Adams,  Coahoma,  Hancock,
Harrison,   Tunica,   Warren  and  Washington   counties.   Under
Mississippi   law,  gaming  vessels  must  be  located   on   the
Mississippi  River  or on navigable waters in  eligible  counties
along  the  Mississippi River, or in the waters of the  State  of
Mississippi  lying south of the State in eligible counties  along
the  Mississippi  Gulf Coast. In December 1996,  the  Mississippi
Commission  rejected  an application for  the  development  of  a
casino  on  a site off the Big Black River in Warren County  near
Interstate  20 between Jackson and Vicksburg, which was  appealed
by an adjoining landowner and the license applicant.  In December
1997,  a Mississippi circuit court issued an order reversing  the
decision   of  the  Mississippi   Commission  and  remanded   the
application   to   the   Mississippi   Commission   for   further
proceedings.  The decision of the court has been appealed by  the
Mississippi  Commission.  The  Mississippi  Commission  has  also
proposed  a  regulation  that,  if adopted,  would  prohibit  the
establishment of a casino on the Big Black River as  an  unlawful
site.  In  addition, the Company is involved in legal proceedings
in which it is alleged that the Company and certain other parties
engaged  in  conduct to oppose this application in  violation  of
Mississippi's antitrust and gaming regulatory laws.  See "Item  3
-- Legal Proceedings."

     The  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.  The
Mississippi  Act  permits substantially  all  traditional  casino
games  and  gaming devices and, on August 11, 1997, a Mississippi
lower  court  ruled  that the Mississippi Act also  permits  race
books  on  the  premises  of  licensed casinos.  The  Mississippi
Commission  has stated its intention not to appeal that  decision
and  expects  to begin soon the process to promulgate regulations
for race books.

     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 registered as a publicly traded holding
company  of ACVI under the Mississippi Act. Ameristar is required
periodically  to submit detailed financial and operating  reports
to  the  Mississippi Commission and furnish any other information
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. There are no limitations  on  the  number  of
gaming licenses which may be issued in Mississippi.

     Gaming licenses are not transferable, are issued for a  two-
year period and must be renewed periodically thereafter. ACVI was
granted a renewal of its gaming license by the

<PAGE>Mississippi  Commission on December 18,  1997.  The  gaming
license  for ACVI must be renewed in January of 2000.  No  person
may  become a stockholder of or receive any percentage of profits
from  a  gaming licensee subsidiary of a holding company  without
first  obtaining  licenses  and approvals  from  the  Mississippi
Commission.  Ameristar has obtained such approvals in  connection
with ACVI's gaming license.

     Certain   officers  and  employees  of  Ameristar  and   the
officers,  directors  and certain key employees  of  each  Gaming
Subsidiary  must  be  found  suitable  or  be  licensed  by   the
Mississippi  Commission. The Company believes it has obtained  or
applied for all necessary findings of suitability with respect to
such  persons  associated with Ameristar or  ACVI,  although  the
Mississippi Commission, in its discretion, may require additional
persons   to  file  applications  for  findings  of  suitability.
Employees  associated with gaming must obtain work  permits  that
are  subject to immediate suspension under certain circumstances.
In  addition,  any  person  having  a  material  relationship  or
involvement with the Company may be required to be found suitable
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. The same restrictions apply to a record owner if  the
record  owner,  after request, fails to identify  the  beneficial
owner. Management believes that compliance by Ameristar with  the
licensing   procedures  and  regulatory   requirements   of   the
Mississippi Commission will not affect the marketability  of  its
securities. Any person found unsuitable and who holds, directly

<PAGE>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
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  debt   security
holders.  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   or   receive
distributions  thereon. If the Mississippi Commission  determines
that a person is unsuitable to own such security, then the issuer
may  be  sanctioned,  including the loss  of  its  approvals,  if
without the prior approval of the Mississippi Commission, it  (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 unsuitable person by way of principal, redemption,
conversion,   exchange,  liquidation,  or  similar   transaction.
Although  the Mississippi Commission generally does  not  require
the  individual  holders  of obligations  such  as  notes  to  be
investigated  and  found  suitable,  the  Mississippi  Commission
retains the discretion to do so for any reason, including but not
limited to, a default, or where the holder of the debt instrument
exercises a material influence over the gaming operations of  the
entity  in  question. Any holder of debt securities  required  to
apply  for  a  finding of suitability must pay all  investigative
fees  and costs of the Mississippi Commission in connection  with
such an investigation.

     ACVI  must  maintain a current stock ledger in its principal
office in Mississippi and Ameristar must maintain a current  list
of  stockholders  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

<PAGE>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.  Ameristar  may not make  an  issuance  or  a  public
offering  of  its  securities without the prior approval  of  the
Mississippi  Commission  if  any part  of  the  proceeds  of  the
offering  is  to be used to finance the construction, acquisition
or  operation of gaming facilities in Mississippi or to retire or
extend  obligations incurred for one or more such purposes.  Such
approval,  if  given,  does not constitute  a  recommendation  or
approval  of the investment merits of the securities  subject  to
the offering. Any representation to the contrary is unlawful.

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

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

     The Mississippi legislature has declared that some corporate
acquisitions  opposed  by  management,  repurchases   of   voting
securities  and  other  corporate  defense  tactics  that  affect
corporate gaming licensees in Mississippi and corporations  whose
stock   is  publicly  traded  that  are  affiliated  with   those
licensees,  may  be injurious to stable and productive  corporate
gaming.  The Mississippi Commission has established a  regulatory
scheme  to  ameliorate the potentially adverse effects  of  these
business  practices  upon Mississippi's gaming  industry  and  to
further   Mississippi's  policy  to  (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

<PAGE>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
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.

     The  Mississippi  Commission's  regulations  require  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 ACVI is  in  compliance
with this requirement, the Mississippi Commission has advised the
Company that it believes the expansion of non-gaming amenities by
ACVI and its competitors in the Vicksburg market is

<PAGE>necessary  to  maintain and expand this market.  Management
agrees with this view, and the Company is constructing a 150-room
hotel  at Ameristar Vicksburg which is expected to open  in  June
1998.

     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 of two hours. The Council Bluffs Casino
satisfied  the requirements of Iowa law for the conduct  of  off-
season operations during each of 1996 and 1997.

     The   legislation  permitting  riverboat  gaming   in   Iowa
authorizes  the  granting  of licenses to  "qualified  sponsoring
organizations." A "qualified sponsoring organization" is  defined
as  a person or association that can show to the satisfaction  of
the  Iowa  Gaming  Commission that the person or  association  is
eligible  for exemption from federal income taxation  under  sec.
501(c)(3), (4), (5), (6), (7), (8), (10) or (19) of the  Internal
Revenue Code (hereinafter "not-for-profit corporation"). The not-
for-profit  corporation  is permitted  to  enter  into  operating
agreements  with  persons qualified to conduct  riverboat  gaming
operations. Such operators must be approved and licensed  by  the
Iowa  Gaming  Commission. On January 27, 1995,  the  Iowa  Gaming
Commission  authorized  the issuance  of  a  license  to  conduct
gambling  games on an excursion gambling boat to  the  Iowa  West
Racing  Association, a not-for-profit corporation  organized  for
the  purpose of facilitating riverboat gaming in Council  Bluffs,
Iowa  (the  "Association").  The  Association  entered  into   an
agreement  with  ACCBI  authorizing ACCBI  to  operate  riverboat
gaming  operations  in  Council Bluffs  under  the  Association's
gaming  license  (the "Operator's Contract"). 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 current license awarded  by  the  Iowa
Gaming Commission for the Council Bluffs Casino expires on  March
31, 1998 and has been renewed to March 31, 1999.

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

<PAGE>of  original  issuance, subject to  earlier  revocation  as
discussed below. The original issuance date of the gaming license
for Ameristar Council Bluffs was January 27, 1995.

     Various   bills   affecting  gaming  are   currently   under
consideration in the Iowa legislature.  One of these bills  would
impose  a  moratorium on the issuance of any new gaming licenses,
which  would positively impact the Company.  Other proposed bills
would  prohibit existing casinos from expanding their operations,
require the removal or relocation of automatic teller machines at
casino  facilities  and  increase  the  amounts  required  to  be
reimbursed  by  casinos to the State of Iowa for law  enforcement
activities.

     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.

     The  Subsidiary Guarantee of the Notes issued by ACCBI  also
required the prior approval of the Iowa Gaming Commission,  which
has  been  obtained. Such approval does not constitute a finding,
recommendation  or approval by the Iowa Gaming Commission  as  to
the  accuracy  or adequacy of this Prospectus or  the  investment
merits  of  the  Notes. Any representation  to  the  contrary  is
unlawful.

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

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

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

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

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

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

     OTHER  JURISDICTIONS.  The Company expects to be subject  to
similar  rigorous  regulatory standards in each  jurisdiction  in
which  it  seeks to conduct gaming operations. There  can  be  no
assurance  that  regulations adopted or taxes  imposed  by  other
jurisdictions will permit profitable operations by the Company.

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

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

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

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

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

     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

<PAGE>United  States  from holding, in the aggregate,  more  than
24.9% of the Company's outstanding common stock.

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

     The   Company  is  also  required  to  comply  with  various
environmental regulations. See "Item 2. --  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  United  States
Department   of   Agriculture  Rural   Economic   and   Community
Development   Services  Multi-Family  Housing  Program   ("USDA")
projects.  These housing units support the primary operations  of
the  Jackpot Properties.  The Jackpot Properties are  subject  to
deeds  of trust securing the Revolving Credit Facility,  and  the
USDA  housing projects are subject to mortgage loans in favor  of
the USDA.

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

     VICKSBURG.  In connection with the development of  Ameristar
Vicksburg,  the Company has acquired 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  lease.   The
aggregate  monthly  rent under the leases at March  1,  1998  was
approximately $55,000.  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 this expiration.

     <PAGE>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
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 Inn 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.

     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 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.  Construction of a contemplated  second  phase  of  The
Reserve  would  also  require the Company to  acquire  additional
land, the area of which has not yet been determined.

     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

<PAGE>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 19,200 square  feet
of  office space in Las Vegas, Nevada for its executive  offices,
which the Company occupied in March 1997.

ITEM 3.   LEGAL PROCEEDINGS

     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 $5.0 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 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.

     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 Gaming, Inc.  ("Gem").
ACLVI  is  the successor-in-interest by merger to Gem.  The  case
arises  out of the purchase of land in Mesquite, Nevada by Steven
W.  Rebeil, a former Gem stockholder, pursuant to which a jointly
owned corporation was to develop real property contributed by the
plaintiffs  as a hotel-casino.  The plaintiffs allege that  Gem's
former stockholders and their controlled entities (including Gem)
engaged  in  a conspiracy to defraud the plaintiffs in connection
with  the plaintiff's contribution of the land and its subsequent
sale  to  a  third  party.  The plaintiffs allege  violations  of
Nevada's racketeering statutes, fraud and unjust enrichment.  The
complaint  seeks an unspecified amount of damages,  although  the
plaintiffs  have otherwise claimed total compensatory damages  of
approximately   $10  million.   Gem's  former  stockholders   are
contractually required to indemnify ACLVI against the  claims  in
the Hafen litigation.

     E.  L. Pennebaker, Jr., et. al. v. ACI, et. al.  On February
23,  1998, E. L. Pennebaker, Jr. filed a complaint in the Circuit
Court   of   Pike  County,  Mississippi  against  ACI,   Harrah's
Vicksburg,  Inc., Riverboat Corporation of Mississippi-Vicksburg,
and  Deposit  Guaranty National Bank.  The matter is  pending  as
case number 98-0047-B.  The complaint was amended on February 27,
1998, to add James F. Belisle, Multi Gaming Management, Inc. and

<PAGE>Multi Gaming Management of Mississippi, Inc. as  additional
plaintiffs.  The plaintiffs are property owners or have rights to
acquire  property  along the Big Black River  in  Warren  County,
Mississippi.   They  allege  they  would  have  profited  if  the
Mississippi Gaming Commission had found suitable for a  casino  a
location  along  that  river that was  controlled  by  plaintiffs
Belisle,   Multi  Gaming  Management,  Inc.  and   Multi   Gaming
Management  of  Mississippi, Inc.  The plaintiffs further  allege
that the defendants entered into an agreement to hinder trade and
restrain competition in the gaming industry in violation  of  the
antitrust laws and the gaming laws of Mississippi.  Specifically,
the  plaintiffs  allege  the defendants conducted  an  aggressive
campaign  in  opposition to the application of Horseshoe  Gaming,
Inc.  for  a  gaming site on the Big Black River.  The plaintiffs
allege  compensatory damages of $38 million and punitive  damages
of $200 million.  ACI has not yet answered the complaint, but the
Company intends to vigorously defend this suit.

     Mr.   Pennebaker  has  also  filed  a  petition   with   the
Mississippi  Gaming  Commission requesting that  the  Mississippi
Gaming  Commission  order  ACI,  Harrah's  Vicksburg,  Inc.,  and
Riverboat  Corporation of Mississippi-Vicksburg to stop  opposing
the  approval and construction of a casino on the Big Black River
and  for  such  other  corrective and punitive  action  that  the
Mississippi  Gaming Commission might find appropriate.   ACI  has
been  advised that no action is required by it in connection with
this   petition  unless  requested  by  the  Mississippi   Gaming
Commission.   See  also  "Item  1.  --  Business  --   Government
Regulations -- Mississippi."

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

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

     None.

                          <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:

                               High       Low
                 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

                 1997
          First Quarter      $ 7.25       $ 4.88
          Second Quarter       6.25         4.63
          Third Quarter        7.13         4.75
          Fourth Quarter       5.88         4.75

     On  March  13,  1998, there were 306 holders  of  record  of
Ameristar's Common Stock.

     No  dividends on Ameristar's Common Stock have been declared
during  the last two fiscal years.  The Company intends to retain
all  earnings for use in the development of its business and does
not  anticipate  paying  any cash dividends  in  the  foreseeable
future.  In addition, the Company's Revolving Credit Facility and
Senior  Subordinated Notes obligate the Company  to  comply  with
certain  financial covenants that may restrict  or  prohibit  the
payment  of dividends.  See "Item 7. 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, certain of which are  included
in this Report.
<TABLE>
                     AMERISTAR CASINOS, INC.
              CONSOLIDATED SELECTED FINANCIAL DATA

<S>                   <C>       <C>        <C>       <C>      <C>      <C>

                                   For
                         For       the       For       For      For       For
                         the      three      the       the      the       the
                         year      mos.      year      year     year      year
INCOME STATEMENT        ended     ended     ended     ended    ended     ended
DATA:                  9/30/93   12/31/93  12/31/94  12/31/95 12/31/96  12/31/97
                       -------   --------  --------  -------- --------  --------
                               (amounts in thousands, except per share data)
REVENUES:
Casino                 $ 32,285   $ 7,938  $ 90,882  $ 99,364  $161,338 $173,077
Food and beverage        10,164     2,521    17,494    19,303    24,250   30,672
Rooms                     6,812     1,491     7,580     7,861     7,641    9,685
Other                     5,747     1,517     7,822     7,756     7,760    8,275
                       --------   -------  --------  --------  -------- --------
                         55,008    13,467   123,778   134,284   200,989  221,709
Less: Promotional
allowances                4,982     1,308     9,425    10,417    12,524   15,530
                       --------   -------  --------  --------  -------- --------
Net revenues             50,026    12,159   114,353   123,867   188,465  206,179
                       --------   -------  --------  --------  -------- --------

COSTS AND EXPENSES:
Casino                   13,067     3,310    40,347    44,503    75,685   78,733
Food and beverage         6,758     1,922    12,469    11,747    16,773   19,784
Rooms                     1,971       312     2,249     2,404     2,368    3,130
Other                     6,095     1,391     8,412     8,211     7,054    7,546
Selling, general
and administrative       10,070     2,712    28,462    29,197    47,758   51,958
Depreciation and
amortization              4,185       993     7,062     9,721    14,135   16,358
Abandonment loss            -         -         -         -         -        646
Preopening costs            -         -       5,408       -       7,379      -
                       --------   -------  --------  --------  -------- --------
Total costs and
expenses                 42,146    10,640   104,409   105,783   171,152  178,155
                       --------   -------  --------  --------  -------- --------

INCOME FROM
OPERATIONS                7,880     1,519     9,944    18,084    17,313   28,024

OTHER INCOME
(EXPENSE):
Interest income              43         9        86       205       354      445
Interest expense           (750)      (30)   (3,379)   (3,958)   (8,303) (12,107)
Other                        26         2        (5)      -         (77)     (35)
                       --------   -------  --------  --------  -------- --------

Income before income
tax provision             7,199     1,500     6,646    14,331     9,287   16,327

Income tax provision      2,294       575     2,426     5,236     3,390    5,959
                       --------   -------  --------  --------  -------- --------
Income before
extraordinary loss
and cumulative effect
of a change in
accounting principle      4,905       925     4,220     9,095    5,897    10,368

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


                  <PAGE>AMERISTAR CASINOS, INC.
              CONSOLIDATED SELECTED FINANCIAL DATA
                           (CONTINUED)


                                    For
                         For        the       For       For      For       For
                         the       three      the       the      the       the
                         year       mos.      year      year     year      year
INCOME STATEMENT DATA   ended      ended     ended     ended    ended     ended
(CONTINUED):           9/30/93   12/31/93  12/31/94  12/31/95 12/31/96  12/31/97
                      --------   --------  --------  -------- --------  --------
                        (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            $  4,905   $  1,645  $  4,220  $  8,438 $  5,897  $  9,695
                      ========   ========  ========  ======== ========  ========
PRO FORMA NET INCOME
(unaudited):
Income before pro
forma income tax
provision             $  7,778
Pro forma income tax
provision                2,645
                      --------
Pro forma net income  $  5,133
                      ========

EARNINGS PER SHARE:
 Income before
 extraordinary item
   Basic and diluted                      $   0.21  $   0.45  $   0.29  $   0.51

 Net Income
   Basic and diluted                      $   0.21  $   0.42  $   0.29  $   0.48

PRO FORMA EARNINGS PER
SHARE (unaudited)    $   0.27  $  0.08
                     ========  =======
WEIGHTED AVERAGE
SHARES OUTSTANDING                           20,360    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     9/30/93  12/31/94  12/31/95  12/31/96   12/31/97
OTHER DATA:           -------  --------  --------  --------  ---------

Cash                  $ 2,853  $  9,169  $ 14,787  $ 10,724   $ 13,031
Total assets           66,711   125,347   202,220   270,052    336,186
Total notes payable
and long-term debt,
net of current
maturities             24,686    45,399   101,869    143,893    193,113
Stockholders' equity   26,844    56,609    65,047     70,944     80,639
Capital expenditures   26,158    33,329    64,783     76,388     76,634
--------------------
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.  In  connection  with
this  reorganization and the initial public offering, the Company
elected  to  terminate  its S corporation  tax  status  effective
January  1,  1993.  Net income for the year ended  September  30,
1993  includes a pro forma income tax provision using a  rate  of
34% to reflect the estimated income tax expense the Company would
have incurred had it been subject to federal income taxes for the
year.

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.
<PAGE>Portions of the land-based facilities at Ameristar  Council
Bluffs  opened  in  June, November and December  1996.  Ameristar
Council   Bluffs'  remaining  land-based  facilities  opened   in
February and March 1997.

No  dividends  were paid in 1994, 1995, 1996 and  1997.   A  $3.0
million  dividend  was  paid  to  the  Company's  shareholder  in
September  1993  prior  to  the  Company's  conversion   from   a
subchapter S corporation to a C corporation.

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

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

OVERVIEW

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

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

          Ameristar  Casino  Vicksburg  ("Ameristar  Vicksburg"),
     located   in   Vicksburg,  Mississippi,  a  riverboat-themed
     dockside casino and related land-based facilities, including
     a  hotel  under  construction that is expected  to  open  in
     July  1998.  The remainder of Ameristar Vicksburg opened  in
     February and May 1994.

          Ameristar   Casino  Hotel  Council  Bluffs  ("Ameristar
     Council  Bluffs"), a riverboat casino and related land-based
     hotel  and  other facilities in Council Bluffs, Iowa  across
     the  Missouri River from Omaha, Nebraska.  The casino opened
     on  January 19, 1996, portions of the land-based Main Street
     Pavilion  opened  on  June 17, 1996,  the  hotel  opened  on
     November  1,  1996,  and the remainder of Ameristar  Council
     Bluffs opened in early 1997.

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

     Certain  of the Company's operations are seasonal in nature.
In  particular,  in Jackpot, the months of March through  October
are  the  strongest.  As a result, the second and third  calendar
quarters  typically  produce  a disproportionate  amount  of  the
income  from operations of the Jackpot Properties.  In  addition,
adverse  weather conditions may adversely affect the business  of
the  Jackpot Properties, and operations during the winter  months
typically  vary  from year to year based on the severity  of  the
winter weather conditions in the northwestern United States.   To
date,  operations in Vicksburg have experienced some seasonality,
with  August and the winter months being the slower periods.   To
date, operations at Ameristar

<PAGE>Council   Bluffs   have  not   experienced   any   material
seasonality,  and  management does not expect operations  at  The
Reserve to be subject to any significant seasonality.

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

     In  particular, management expects that interest expense and
depreciation and amortization in 1998 will increase significantly
from  1997  due  primarily  to  the completion  of  The  Reserve.
Construction  period interest for The Reserve was capitalized  on
the  Company's balance sheet and did not affect interest  expense
or  net  income in 1997.  However, such interest expense relating
to the increased amounts of debt incurred to finance construction
of   The  Reserve will be reflected in the Company's Consolidated
Statement of Income for 1998.  As a result of these increases and
the  expensing of preopening costs for The Reserve in  the  first
quarter  of  1998, management anticipates that the Company's  net
income   will   decrease   from  1997  to  1998   notwithstanding
management's  expectations that operations  at  The  Reserve  and
generally  stable  operations at the Company's  other  properties
will produce an increase in the Company's EBITDA (earnings before
interest expense, taxes, depreciation and amortization) from 1997
to 1998.

     The  Vicksburg  market experienced declines of approximately
1.0%  and 0.4% in gaming revenues from 1995 to 1996 and from 1996
to  1997, respectively.  Management attributes these declines  to
increased   gaming   capacity  in  the  Bossier  City/Shreveport,
Louisiana   and  Philadelphia,  Mississippi  markets.    Although
Ameristar  Vicksburg has maintained its position  as  the  market
share leader in Vicksburg, the declines in the size of the market
and  the effects of local competition  have resulted in decreases
in  net  revenues at Ameristar Vicksburg.  In an effort to expand
the  market territory and market share of Ameristar Vicksburg and
encourage  longer visits, the Company is constructing a  150-room
hotel  across  the street from the main entrance to  the  casino,
which is expected to open in June 1998.

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


</TABLE>
<TABLE>
                                           Twelve Months Ended
                                               December 31,
<S>                                  <C>        <C>         <C>
                                       1995       1996        1997

Consolidated cash flow information:
 Cash flow from operations           $ 23,048   $ 33,177    $ 33,641
 Cash flow from investing             (63,022)   (53,746)    (63,417)
 Cash flow from financing              45,592     16,506      32,083

Net revenues:
 Jackpot Properties                  $ 56,222   $ 51,904    $ 54,455
 Ameristar Vicksburg                   67,625     66,190      63,961
 Ameristar Council Bluffs                  20     70,331      87,763
 Corporate and other                     -            40         -
                                     --------   --------    --------
   Consolidated net revenues         $123,867   $188,465    $206,179
                                     ========   ========    ========
Adjusted operating income (1):
 Jackpot Properties                  $ 12,467   $  9,124    $ 10,308
 Ameristar Vicksburg                   11,256     13,827      13,165
 Ameristar Council Bluffs                (300)     8,432      14,251
 Corporate and other                   (5,339)    (6,691)     (9,054)
                                     --------   --------    --------
   Consolidated operating income     $ 18,084   $ 24,692    $ 28,670
                                     ========   ========    ========

Adjusted operating income margins (1):
 Jackpot Properties                     22.2%      17.6%       18.9%
 Ameristar Vicksburg                    16.6%      20.9%       20.6%
 Ameristar Council Bluffs                -         12.0%       16.2%
   Consolidated operating income margin 14.6%      13.1%       13.9%

EBITDA (2):
 Jackpot Properties                  $ 15,640   $ 11,764   $  13,208
 Ameristar Vicksburg                   17,758     20,287      19,350
 Ameristar Council Bluffs                (278)    13,296      21,090
 Corporate and other                   (5,315)    (6,520)     (8,621)
                                     --------   --------   ---------
   Consolidated EBITDA               $ 27,805   $ 38,827   $  45,027
                                     ========   ========   =========
EBITDA Margins (2):
 Jackpot Properties                     27.8%      22.7%       24.3%
 Ameristar Vicksburg                    26.3%      30.6%       30.3%
 Ameristar Council Bluffs                 -        18.9%       24.0%
   Consolidated EBITDA margin           22.4%      20.6%       21.8%

</TABLE>

(1)     Adjusted  operating income is income from operations  (as
  reported) before Ameristar Council Bluffs preopening  costs  in
  the data for the twelve months ended December  31, 1996 and  an
  abandonment loss at Ameristar Vicksburg in 1997 related to  the
  demolition of an existing budget motel for the construction  of
  a hotel.
<PAGE>(2)    EBITDA  consists of income from  Adjusted  operating
  income  plus depreciation and amortization.  EBITDA  Margin  is
  EBITDA as a percentage of net revenues.  EBITDA information  is
  presented   solely   as  a  supplemental   disclosure   because
  management  believes  that  it is  a  widely  used  measure  of
  operating  performance in the gaming industry and for companies
  with  a  significant amount of depreciation  and  amortization.
  EBITDA  should  not  be construed as an alternative  to  income
  from  operations  (as determined in accordance  with  generally
  accepted  accounting  principles)  as  an  indicator   of   the
  Company's operating performance, or as an alternative  to  cash
  flow  from  operating activities (as determined  in  accordance
  with generally accepted accounting principles) as a measure  of
  liquidity.   The  Company has significant uses of  cash  flows,
  including  capital expenditures and debt principal  repayments,
  that  are  not  reflected in EBITDA.  It should also  be  noted
  that  not  all gaming companies that report EBITDA  information
  calculate EBITDA in the same manner as the Company.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997 VERSUS YEAR ENDED DECEMBER 31, 1996

SUMMARY

     The  completion of Ameristar Council Bluffs  in  early  1997
brought another year of record growth in Ameristar's consolidated
net revenues and income from operations before preopening costs.

     Consolidated  net  revenues increased by  9.4%  from  $188.5
million  in  1996  to  $206.2  million  in  1997.   Income   from
operations rose 13.5% to $28.0 million in 1997 compared to  $24.7
million  in  1996 before the $7.4 million charge  for  preopening
costs  associated with the opening of Ameristar  Council  Bluffs.
Income  from operations after preopening costs was $17.3  million
in 1996.

     Total  operating  expenses as a percentage of  net  revenues
were  86.4%  in  1997  versus 90.8% (86.9% before  the  Ameristar
Council Bluffs preopening costs) in 1996.  This improvement is  a
result  of  increased revenues in casino, food and  beverage  and
rooms  due to the completion of Ameristar Council Bluffs combined
with a smaller increase in the expenses for these departments.  A
slight  decrease in operating expenses at the Jackpot  Properties
was  offset  by  a  similar  increase in  operating  expenses  at
Ameristar Council Bluffs.

     On  a year-to-year comparable basis (i.e., before preopening
costs  in  1996 and an extraordinary charge in 1997), net  income
decreased  $0.2 million to $10.4 million in 1997  from  to  $10.6
million  in  1996.   After  preopening  costs  and  extraordinary
charge, net income for the year ended December 31, 1997 was  $9.7
million versus net income for the year ended December 31, 1996 of
$5.9  million.  Earnings per share before preopening  costs  were
$0.52  for  1996  ($0.29 after preopening costs).   Earnings  per
share  were $0.48 for 1997 after an extraordinary charge of $0.03
per share for the refinancing of the Company's credit line.

<PAGE>REVENUES

     During  1997, Ameristar Council Bluffs was one  of  the  top
riverboat  gaming revenue producers in the State of  Iowa,  while
both  Ameristar  Vicksburg  and the Jackpot  Properties  remained
market share leaders in their areas.

     With  a full year of casino operations and most of the  non-
gaming  operations,  Ameristar  Council  Bluffs  had  total   net
revenues  of $87.8 million in 1997 compared to $70.3 million  for
1996,  an  increase of 24.8%.  Ameristar Council Bluffs  was  the
leader in both casino and total revenues among the Company's four
operating  casino properties.  In addition to the  completion  of
the  Ameristar Council Bluffs facility, management attributes the
increased  revenues  to a 5.9% increase in  the  Council  Bluffs'
gaming market from 1996 to 1997.

     Net  revenues for Ameristar Vicksburg were $64.0 million for
the  year ended December 31, 1997 compared with $66.2 million for
the  prior  year, a decrease of 3.4%.  Despite this  decrease  in
revenues,  due in part to the decline in the size of  the  market
described above, management believes Ameristar Vicksburg was able
to  maintain its leading position in the Vicksburg market through
effective  promotional  strategies and by continuing  to  provide
customers with superior service and quality gaming and non-gaming
products.

     The  Jackpot  Properties  produced  net  revenues  of  $54.5
million, a 4.9% increase from the $51.9 million produced in 1996.
Management believes that the increase is primarily the result  of
the  installation  of  approximately  587  state-of-the-art  slot
machines,  the  renovation  of the casino  at  The  Horseshu,  an
enhanced  slot player tracking system and an aggressive marketing
strategy.   The  improvement  is  also  due  to  harsher  weather
conditions  during  1996  and  below-average  table   games   win
percentages in the second quarter of 1996.

COSTS AND EXPENSES

     The operating expense ratio for 1997 decreased to 86.4% from
86.9%  in  1996  before  preopening  due  to  improved  operating
performance  during  the second year of operations  at  Ameristar
Council  Bluffs.   The  improvement in this  area  was  partially
offset  by  increased corporate overhead related to the Company's
relocation  of  its executive office to Las Vegas  and  increased
corporate staffing levels.

     Casino  costs and expenses increased from $75.7  million  in
1996  to  $78.7  million  in 1997.  As  a  percentage  of  casino
revenues, casino expenses decreased from 46.9% in 1996  to  45.5%
in  1997.  The majority of the increase in expense was associated
with Ameristar Council Bluffs, which had higher expenses but also
increased   revenue,  thus  increasing  the  casino  department's
overall  profitability.  An increase in casino  expenses  at  the
Jackpot Properties was partially offset by a decrease in expenses
at Ameristar Vicksburg.

     The Company's food and beverage costs and expenses increased
$3.0  million  in 1997 mostly as a result of the opening  of  the
steak  house  at  Ameristar Council Bluffs in  March  1997.   The
Company's  food  and beverage expense to revenue ratio  decreased
from  69.2% in 1996 to 64.5% in 1997.  This decrease is  directly
related to the improved performance of the

<PAGE>Ameristar  Council  Bluffs restaurant  operations  in  1997
compared to the startup operational inefficiencies experienced in
1996.

     Rooms  expenses increased by $0.7 million from $2.4  million
in  1996 to $3.1 million in 1997.  The increase was the result of
12  months of operations at the Ameristar Council Bluffs hotel in
1997  compared  to two months in 1996, partially  offset  by  the
demolition  of  the  54-room budget hotel at Ameristar  Vicksburg
that  was taken out of service in April 1997 for construction  of
the new hotel.

     Selling,  general  and  administrative  costs  and  expenses
(including  utilities  and maintenance and  business  development
costs) increased $4.2 million or 8.8% from 1996 to 1997.  Most of
the  increase was a result of higher property taxes at  Ameristar
Council Bluffs and legal expenses related to the arbitration of a
contract  dispute  relating  to  the  construction  of  Ameristar
Council  Bluffs  partially offset by reduced marketing  expenses.
Expenses  were  also higher at the corporate level as  additional
staffing  and overhead expenses were incurred due to  the  growth
and relocation of the Corporate offices.

     Depreciation  expense increased $2.2 million or  15.7%  from
1996 to 1997 as the Company's depreciable base increased with the
opening in stages of Ameristar Council Bluffs throughout 1996 and
early 1997.

     No preopening costs were expensed during 1997.

     Interest  expense,  net  of  capitalized  interest  of  $2.3
million  in 1996 and $4.7 million in 1997, increased $3.8 million
or  45.8%  from  1996.   This  increase  primarily  reflects  the
additional  debt  outstanding to finance the Company's  expansion
and  higher interest rates on those borrowings.  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.   Interest
was  capitalized on borrowings to construct The Reserve  and  the
Ameristar Vicksburg hotel during 1997.

     The  Company's  average  borrowing rate  was  9.9%  in  1997
compared to 8.9% in 1996. The borrowing rate increased due to the
issuance of $100 million in Senior Subordinated Notes.  (See  "--
Liquidity and Capital Resources.")

     The Company's effective Federal tax rate on income was 36.5%
in  both 1996 and 1997 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.

     <PAGE>

YEAR ENDED DECEMBER 31, 1996 VERSUS YEAR ENDED DECEMBER 31, 1995

SUMMARY

     The  opening of Ameristar Council Bluffs, beginning with the
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 at Ameristar Council Bluffs  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 $0.52  for  1996
($0.29  after preopening costs).  Earnings per share  were  $0.42
for 1995 after an extraordinary charge of $0.03 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 $66.2 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

<PAGE>leading position in the Vicksburg market through  effective
promotional  strategies and by continuing  to  provide  customers
with superior service and quality gaming and nongaming products.

     The  Jackpot  Properties  produced  net  revenues  of  $51.9
million, a 7.7% decrease from the $56.2 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.  As described above, the  Company
has  responded  to this increased competition by  making  several
improvements  at the Jackpot Properties and by a more  aggressive
marketing campaign.  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 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.

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 a casino expense-
to-revenue   ratio   at   Ameristar  Council   Bluffs   that   is
significantly  higher  than  at  the  Vicksburg  or  the  Jackpot
Properties.   Since  1996 was the first year  of  operations  for
Ameristar Council Bluffs, 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   proportionally
reduced,  due  to the Company's desire to maintain high  customer
service  standards.  The expense to revenue ratio in  the  casino
department at Ameristar Vicksburg decreased from 47.4% in 1995 to
42.4%   in  1996,  reflecting  the  success  of  that  property's
continued efforts to control costs.

     <PAGE>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
(including  utilities  and maintenance and  business  development
costs)  increased  $18.6  million or 63.6%  from  1995  to  1996.
Substantially  all  of this increase was due to  the  opening  of
Ameristar  Council  Bluffs  in 1996.  The  increases  related  to
Ameristar  Council Bluffs were partially offset by a  slight  net
decrease  in  utilities and maintenance expenses and depreciation
at  the  Company's other properties.  Business development  costs
declined slightly.

     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.

     The  Company's  average borrowing rate  was  8.90%  in  1996
compared to 8.21% in 1995.

     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.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  cash flow from operations was $33.6  million
for  the  year  ended  December 31, 1997, as  compared  to  $33.2
million  for  the year ended December 31, 1996.  The Company  had
unrestricted cash of approximately $13.0 million as  of  December
31,  1997  compared to $10.7 million at December 31,  1996.  This
increase  in  cash resulted from a net increase in borrowings  of
$36.9 million during the year and the $33.0 million of cash  flow
from operations, partially offset by capital expenditures related
to  The Reserve (including a $4.0 million installment payment  in
connection  with  the  acquisition  of  The  Reserve),  Ameristar
Council  Bluffs  and  other  capital  improvement  projects.  The
Company's current assets increased by approximately $6.3  million
from  December 31, 1996 to December 31, 1997, primarily resulting
from an increase in cash on hand, accounts receivable, income tax
refund  receivable,  deferred taxes and  prepaid  expenses.   The
Company historically has funded its

<PAGE>daily  operations through net cash  provided  by  operating
activities  and  its  significant capital expenditures  primarily
through bank debt and other debt financing.

     The  Company's cash flow from investing activities decreased
$9.7 million from $63.4 million in 1997 compared to $53.7 million
in  1996.   This  was  primarily a result  of  increased  capital
expenditures related to the construction of The Reserve  and  the
hotel in Vicksburg.

     Cash  flow  from financing activities increased  from  $16.5
million  in  1996  to $32.1 million in 1997 as a  result  of  the
refinancing of the Company's long-term debt as described below.

     Until  July  15,  1997,  Ameristar,  as  borrower,  and  its
principal  subsidiaries, as guarantors, maintained various  long-
term  debt facilities, including a Revolving Credit Facility with
Wells  Fargo Bank, NA ("WFB") and a syndicate of banks (the "1995
Revolving  Credit  Facility").  On July  15,  1997,  the  Company
refinanced  its  long-term  debt  through  a  new  $125   million
revolving  bank credit facility (the "Revolving Credit Facility")
and  the sale of $100 million aggregate principal amount  of  10-
1/2%   Senior   Subordinated  Notes  due   2004    (the   "Senior
Subordinated Notes").

     The  Revolving Credit Facility was entered into on  July  8,
1997,  pursuant  to  a Credit Agreement among Ameristar  and  its
principal  subsidiaries (the "Borrowers"), a  syndicate  of  bank
lenders and WFB as Agent Bank, Arranger and Swingline Lender. The
Borrowers  do  not include AC Hotel Corp., which owns  the  hotel
under  construction  at  Ameristar Vicksburg,  and  a  purchasing
subsidiary. The Borrowers made an initial draw of $114.5  million
under  the Revolving Credit Facility on July 15, 1997, which  was
used  to repay $94.5 million in borrowings outstanding under  the
1995  Revolving  Credit Facility and a $20.0  million  short-term
loan from WFB.

     The  Senior  Subordinated Notes were issued by Ameristar  at
par  in  a  private placement to certain initial  purchasers  for
resale   to  qualified  institutional  buyers  pursuant  to   the
exemption  provided by Rule 144A of the Securities  and  Exchange
Commission. In December 1997, the Company completed the  exchange
of  the  initial series of the Senior Subordinated  Notes,  which
were   restricted  securities,  for  a  series  of  substantially
identical  Senior  Subordinated Notes  that  are  not  restricted
securities.   The  net  proceeds from  the  sale  of  the  Senior
Subordinated Notes were used to repay $82.4 million in borrowings
and  interest under the Revolving Credit Facility, $13.1  million
in other indebtedness and $800,000 in loan fees for the Revolving
Credit Facility.

     Following the application of the net proceeds from the  sale
of  the  Senior  Subordinated Notes, the Company made  additional
draws under the Revolving Credit Facility during the remainder of
1997   of  $22.0  million  to  fund  a  portion  of  the  capital
expenditures for the development of The Reserve.  At December 31,
1997,  the outstanding principal balance of the Revolving  Credit
Facility was $54.5 million.

     Until Phase I of The Reserve was completed in February 1998,
draws  under the Revolving Credit Facility could only be used  to
fund construction of The Reserve and certain

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

     Borrowings   under   the  Revolving  Credit   Facility   are
designated  by the Borrowers on a quarterly basis as either  base
rate or London Interbank Offered Rate ("LIBOR") borrowings.   The
interest rate generally is equal to WFB's per annum prime rate in
effect  from  time to time or the per annum LIBOR, plus  in  each
case  an  applicable  margin  determined  by  reference  to   the
Borrowers'  rolling four-quarter ratio of total  funded  debt  to
EBITDA (as defined below).  The range of the base rate margin  is
from  0.25 percentage points to 2.25 percentage points,  and  the
range of the LIBOR margin is from 1.50 percentage points to  3.50
percentage  points.  At December 31, 1997, the  average  interest
rate applicable to Revolving Credit Facility borrowings was 8.4%.

     The  Revolving Credit Facility will mature on June 30, 2003.
Prior  to  maturity,  the maximum principal available  under  the
Revolving Credit Facility will reduce semiannually (commencing on
July  1,  1999)  by an aggregate of $50.0 million  in  increasing
increments  ranging  from $2.5 million  to  $10.0  million.   The
Revolving Credit Facility includes covenants and conditions  that
limit  the  Borrowers' outstanding borrowings under the Revolving
Credit  Facility  to not more than the lesser of  the  Borrowers'
rolling four-quarter EBITDA multiplied by 3.25 and the Borrowers'
total  funded debt to not more than the Borrowers' rolling  four-
quarter EBITDA multiplied initially by 5.0, which multiplier will
decline  to  4.5 commencing March 31, 1999 and to 4.0  commencing
March  31,  2000.  For purposes of the Revolving Credit Facility,
the  Borrowers' EBITDA is generally defined as net income  before
interest  expense,  income taxes, depreciation and  amortization,
preopening costs and certain extraordinary and non-cash items.

     The   Revolving  Credit  Facility  also  includes  covenants
requiring  the  Borrowers to maintain rolling four-quarter  gross
fixed  charge coverage and adjusted fixed charge coverage  ratios
(as  defined)  of  1.5 to 1.0 and 1.1 to 1.0, respectively.   For
purposes of these covenants, principal payments on the Gem  Notes
(as  defined below) will be included only to the extent  actually
paid  in  the  applicable period.  The Revolving Credit  Facility
prohibits   Ameristar   from  making  any   dividend   or   other
distribution on its capital stock during any period in which  the
Borrowers'  rolling four-quarter ratio of total  funded  debt  to
EBITDA is greater than 2.0 to 1.0.

     The  Revolving  Credit  Facility  is  secured  by  liens  on
substantially  all  of  the  real and personal  property  of  the
Borrowers.   The Revolving Credit Facility prohibits  any  future
secondary  liens  on these properties without the  prior  written
approval of the lenders.  Certain changes in control of Ameristar
may  constitute  a  default under the Revolving Credit  Facility.
The  Revolving  Credit Facility also requires  the  Borrowers  to
expend   2%  of  their  consolidated  net  revenues  on   capital
maintenance  annually.  The Revolving Credit Facility  binds  the
Borrowers  to  a  number of additional affirmative  and  negative
covenants,  including  promises  to  maintain  certain  financial
ratios  and tests within defined parameters.  As of December  31,
1997, the Company was in compliance with these covenants.

     <PAGE>The  Borrowers paid various fees and other loan  costs
upon  the closing of the Revolving Credit Facility that  will  be
amortized  over  the term of the Revolving Credit  Facility.   In
addition,  commencing on the first anniversary of the closing  of
the Revolving Credit Facility, the Borrowers will be required  to
pay  quarterly  commitment fees at an annual  rate  of  0.50%  or
0.375% of the unused portion of the Revolving Credit Facility.

     The  1995 Revolving Credit Facility was terminated early  in
connection with entering into the Revolving Credit Facility.   As
a  result,  the Company incurred a $1.1 million pre-tax  non-cash
extraordinary charge ($673,000 or $0.03 per share on an after-tax
basis)  during  1997  to  reflect the  accelerated  write-off  of
unamortized deferred financing costs.

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

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

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

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

     The  Indenture also includes certain covenants  that,  among
other  things, limit the ability of Ameristar and its  Restricted
Subsidiaries to pay dividends or other distributions (excluding

<PAGE>dividends and distributions from a Restricted Subsidiary to
Ameristar   or   a   Guarantor),  make  investments,   repurchase
subordinated  obligations or capital stock, create certain  liens
(except  those securing Senior Indebtedness), enter into  certain
transactions  with  affiliates,  sell  assets,  issue   or   sell
subsidiary  stock, create or permit restrictions on distributions
from   subsidiaries   or   enter   into   certain   mergers   and
consolidations.

     The  Company  is constructing a 150-room hotel at  Ameristar
Vicksburg, which is expected to cost approximately $10.3 million,
including capitalized construction period interest and preopening
costs.  The Company has obtained a nonrecourse loan facility  for
$7.5  million with a private lender for the purpose of funding  a
portion  of the construction costs, with the balance expected  to
be provided out of operating cash flow.  The loan matures July 1,
1998  and requires periodic interest payments at the rate of  15%
per  annum. The Company is required to pay a non-usage fee at the
rate  of 3% per annum on the undrawn loan balance, and draws  are
subject  to  the  satisfaction  of various  conditions  typically
applicable  to construction loans. As of December 31,  1997,  the
outstanding balance on the loan was $1.9 million.

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

     At  December  31,  1997,  the Company  had  other  long-term
indebtedness in an aggregate principal amount of $14.6 million.

     No  assurance can be given that the Company will be able  to
satisfy,  when  necessary,  the  financial  covenants  under  the
Revolving Credit Facility, the Senior Subordinated Notes or other
debt  instruments  for  purposes of  incurring  additional  debt,
including  additional draws under the Revolving Credit  Facility.
In  addition, a failure to satisfy the financial covenants  under
the Revolving Credit Facility could either require the Company to
reduce  the outstanding balance of the Revolving Credit Facility,
which requirements could adversely affect or exceed the Company's
liquidity,  or result in an event of default under  one  or  more
debt instruments.  Adverse changes in the Company's operations or
operating  cash  flow may affect the ability of  the  Company  to
satisfy these financial covenants.

     <PAGE>Capital expenditures for the year ended  December  31,
1997  were  approximately $77.0 million, including  approximately
$61.8  million  relating  to development  of  The  Reserve,  $4.3
million  relating  to the development of the Ameristar  Vicksburg
hotel,  approximately $2.7 million for casino  equipment  at  the
Jackpot  Properties, and approximately $4.5 million  relating  to
Ameristar  Council  Bluffs in addition to  other  normal  capital
improvement   projects.   The  Company   funded   these   capital
expenditures  primarily  from  net  cash  provided  by  operating
activities and borrowings.

     Among  other capital expenditures anticipated for 1998,  the
Company  intends  to make capital expenditures  of  approximately
$40.0  million in connection with the completion and  opening  of
Phase  I  of  The  Reserve  and  approximately  $6.0  million  in
connection with the completion of the Ameristar Vicksburg  hotel.
Management  believes  that  the above-described  minimum  capital
expenditure  requirements will be funded out of draws  under  the
Revolving Credit Facility and the $7.5 million loan facility  for
the  development of the Ameristar Vicksburg hotel, cash on  hand,
operating  cash  flow  and  purchase money  and  lease  financing
related  to the acquisition of furniture, fixtures and  equipment
(including gaming equipment).  Subsequent to December  31,  1997,
the  Company  has  drawn  an  additional  $31.5  million  on  the
Revolving Credit Facility and $1.4 million on the Vicksburg hotel
loan.   A  $6.7  million  lease has also been  entered  into  for
financing of gaming equipment for The Reserve.

     Management   is  currently  considering  several   potential
capital  expenditure projects at The Reserve,  Ameristar  Council
Bluffs  and  Ameristar Vicksburg, but the  Company  has  not  yet
committed  to  any  of  these  projects.   In  evaluating   these
projects,   management   intends  to   consider   the   operating
performance  of each of the Company's properties, the anticipated
relative  costs  and  benefits  of  the  various  projects,   and
competitive   and   other   relevant   factors,   including   the
availability  of operating cash flow and debt financing  to  fund
capital expenditures.

     Because  the amount of borrowings permitted to be  drawn  at
any  time  under the Revolving Credit Facility is  determined  in
part  by  the Company's rolling four-quarter EBITDA (as defined),
the  Company's anticipated borrowings under the Revolving  Credit
Facility  to  fund  a portion of any capital expenditure  project
will  be  dependent  upon  the level of the  Company's  aggregate
operating  cash  flow.   Increases in  operating  cash  flow  are
anticipated   to  be  primarily  dependent  upon  the   operating
performance  of  The Reserve.  No assurances can  be  given  with
respect  to the amount of operating cash flow of the Company  for
any  future period, whether the Company will proceed with any  of
the  capital  expenditure projects currently under consideration,
or  the  timing, cost or scope of any project undertaken  by  the
Company.   At  the present time, the Company does not  anticipate
undertaking capital expenditure projects during 1998  that  could
not  be funded out of amounts anticipated to be available through
anticipated  internally  generated cash flow  and  the  Company's
borrowing capacity under the Revolving Credit Facility.

     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

<PAGE>above, the Revolving Credit Facility obligates the  Company
to  comply with certain financial covenants that may restrict  or
prohibit the payment of dividends.

YEAR 2000 ISSUES

     The  Company  is currently in the process of evaluating  its
information technology infrastructure for Year 2000 issues (i.e.,
computer applications that use only two digits to identify a year
and  could  produce erroneous results after 1999).   The  Company
does   not  expect  that  the  cost  to  modify  its  information
technology  infrastructure  to be Year  2000  compliant  will  be
material  to  its financial condition or results  of  operations.
The  Company is seeking assurances from its software vendors with
respect  to Year 2000 issues and does not anticipate any material
disruption in its operations.

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-30 hereof.

ITEM 8.   QUANTITATIVE     AND      QUALITATIVE
          DISCLOSURES ABOUT MARKET RISK

     No Applicable.



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.

     <PAGE>

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,
             1996 and 1997.
          Consolidated  Statements of Income for  the  years
             ended December 31, 1995, 1996 and 1997.
          Consolidated  Statements  of Stockholders'  Equity
             for the years ended December 31, 1995, 1996 and
             1997.
          Consolidated  Statements of  Cash  Flows  for  the
             years ended December 31, 1995, 1996 and 1997.
          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.

          <PAGE>

  (a)3.     Exhibits

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

EXHIBI
  T        DESCRIPTION OF EXHIBIT          METHOD OF FILING
NUMBER


 3.1    Articles of Incorporation of   Incorporated by reference
        Ameristar Casinos, Inc.        to Exhibit 3.1 to
        ("ACI").                       Registration Statement on
                                       Form S-1 filed by ACI
                                       under the Securities Act
                                       of 1933, as amended (File
                                       No. 33-68936) (the
                                       "Form S-1").
 3.2    Bylaws of ACI.                 Incorporated by reference
                                       to Exhibit 3.2 to ACI's
                                       Annual Report on Form 10-
                                       K for the year ended
                                       December 31, 1995 (the
                                       "1995 10-K").
 4.1    Specimen Common Stock          Incorporated by reference
        Certificate.                   to Exhibit 4 to Amendment
                                       No. 2 to the Form S-1.
 4.2    Credit Agreement, dated as of  Incorporated by reference
        July 8, 1997, among ACI,       to Exhibits 4.1 and 99.1
        Cactus Pete's, Inc. ("CPI"),   to the Current Report on
        Ameristar Casino Vicksburg,    Form 8-K of ACI filed on
        Inc. ("ACVI"), Ameristar       July 30, 1997 (the "July
        Casino Council Bluffs, Inc.    1997 8-K").
        ("ACCBI") and Ameristar
        Casino Las Vegas, Inc.
        ("ACLVI"), as Borrowers, the
        Lenders named therein, and
        Wells Fargo Bank, National
        Association as Arranger,
        Agent Bank and Swingline
        Lender, together with a list
        describing omitted schedules
        and exhibits thereto.
4.3(a)  Indenture, dated as of         Incorporated by reference
        July 15, 1997, among ACI,      to Exhibit 4.2 to the
        ACLVI, ACVI, A.C. Food         July 1997 8-K.
        Services, Inc. ("ACFSI"), AC
        Hotel Corp. ("ACHC"), ACCBI
        and First Trust National
        Association, including the
        forms of Notes and Subsidiary
        Guarantees issued thereunder.
4.3(b)  Registration Rights            Incorporated by reference
        Agreement, dated as of         to Exhibit 4.3 to the
        July 15, 1997, among ACI,      July 1997 8-K.
        ACCBI, ACFSI, ACHC, ACLVI,
        ACVI, CPI, Bear, Stearns &
        Co. Inc., BT Securities
        Corporation and First Chicago
        Capital Markets, Inc.
4.3(c)  Supplemental Indenture, dated  Incorporated by reference
        as of October 24, 1997, among  to Exhibit 4.1(c) to
        ACI, CPI, ACLVI, ACVI, ACFSI,  Amendment No. 1 to
        ACHC, ACCBI and First Trust    Registration Statement on
        National Association.          Form S-4 filed by ACI,
                                       CPI, ACVI, ACCBI, ACLVI,
                                       ACFSI and ACHC under the
                                       Securities Act of 1933,
                                       as amended (File No. 333-
                                       34381) (the "Form S-4").
 4.4    Other Long-Term Debt.          See Exhibits 10.8(k)-(n)
        See Exhibits 10.8(k)-(n) and   and 99.1.
        99.1.
*10.1(  Employment Agreement, dated    Incorporated by reference
  a)    November 15, 1993, between     to Exhibit 10.1(a) to
        ACI and Thomas M. Steinbauer.  ACI's Annual Report on
                                       Form 10-K for the year
                                       ended December 31, 1994
                                       (the "1994 10-K").
*10.1(  Employment Agreement, dated    Incorporated by reference
  b)    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 CPI  to Exhibit 10.17 to the
        and Craig H. Neilsen.          1994 10-K.
 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   Excursion Boat Sponsorship     Incorporated by reference
        and Operations Agreement,      to Exhibit 10.15 to the
        dated September 15, 1994,      1995 10-K.
        between Iowa West Racing
        Association and ACCBI.
10.8(a  Merger Agreement, dated as of  Incorporated by reference
  )     May 31, 1996, among Gem        to Exhibits 10.1 and 99.1
        Gaming, Inc. ("Gem"), ACI,     to ACI's Quarterly Report
        ACLVI, Steven W. Rebeil        on Form 10-Q for the
        ("Rebeil") and Dominic J.      quarter ended June 30,
        Magliarditi ("Magliarditi"),   1996 (the "June 1996 10-
        together with a list           Q").
        describing omitted schedules
        and exhibits thereto.
10.8(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 1996 8-K.
        September 27, 1996, among
        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.
10.8(j  Settlement Agreement, dated    Incorporated by reference
  )     as of May 3, 1997, among ACI,  to Exhibit 10.1 to ACI's
        ACLVI, Rebeil, Magliarditi,    Quarterly Report on Form
        Gem Air, Inc. and NVAGAIR.     10-Q for the quarter
                                       ended March 31, 1997.
10.8(k  Promissory Note, dated as of   Incorporated by reference
  )     June 1, 1997, made by ACI      to Exhibit 10.8(k) to the
        payable to the order of        Form S-4.
        Rebeil in the original
        principal amount of
        $13,232,146.
10.8(l  Promissory Note, dated as of   Incorporated by reference
  )     June 1, 1997, made by ACI      to Exhibit 10.8(l) to the
        payable to the order of        Form S-4.
        Magliarditi in the original
        principal amount of $417,854.
10.8(m  Non-Negotiable Promissory      Incorporated by reference
  )     Note, dated as of June 1,      to Exhibit 10.8(m) to the
        1997, made by ACI payable to   Form S-4.
        the order of Rebeil in the
        original principal amount of
        $14,540,820.
10.8(n  Non-Negotiable Promissory      Incorporated by reference
  )     Note, dated as of June 1,      to Exhibit 10.8(n) to the
        1997, made by ACI payable to   Form S-4.
        the order of Magliarditi in
        the original principal amount
        of $459,180.
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(  Lease, dated September 18,     Incorporated by reference
  a)    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(  First Amendment to Lease       Incorporated by reference
  b)    Agreement, dated June 1,       to Exhibit 10.3 to the
        1995, between R.R. Morrison &  1995 10-K.
        Son, Inc. and ACVI.
10.11(  Lease, dated December 11,      Incorporated by reference
  a)    1992, between Martha Ker       to Exhibit 10.4 to the
        Brady Lum et. Al. and ACVI as  Form S-1.
        the assignee of Craig H.
        Neilsen.
10.11(  First Amendment to Lease       Incorporated by reference
  b)    Agreement, dated June 1,       to Exhibit 10.4(b) to the
        1995, between Lawrence O.      1995 10-K.
        Branyan, Jr., as trustee of
        the Brady-Lum Family Trust
        dated May 15, 1993 and ACVI.
10.12   Settlement, Use and            Incorporated by reference
        Management Agreement and DNR   to Exhibits 10.12 and
        Permit, dated May 15, 1995,    99.1 to ACI's Annual
        between the State of Iowa      Report on Form 10-K for
        acting through the Iowa        the year ended
        Department of Natural          December 31, 1996 (the
        Resources and ACCBI as the     "1996 10-K").
        assignee of Koch Fuels, Inc.
10.13   Option Agreement, dated July   Incorporated by reference
        11, 1995, between Levy Realty  to the Exhibit 10.13 to
        Trust and ACLVI as the         the 1996 10-K.
        successor to Gem.
 21.1   Subsidiaries of ACI.           Incorporated by reference
                                       to Exhibit 21.1 to the
                                       Form S-4.
 23.1   Consent of Arthur Andersen     Filed electronically
        LLP.                           herewith.
 27.1   Financial Data Schedule.       Filed electronically
                                       herewith.
 99.1   Agreement to furnish           Filed electronically
        Securities and Exchange        herewith.
        Commission certain
        instruments defining the
        rights of holders of certain
        long-term debt.
_________________________________
*   Denotes  a  management  contract  or  compensatory  plan   or
arrangement.



  (b)  Reports on Form 8-K



          None.



                        <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)

March 30, 1998           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           March 30,1998
                         (principal executive
                         officer)

                         Thomas M. Steinbauer,
                         Senior Vice President of
                         Finance and
                         Administration
/s/ Thomas M. Steinbauer (principal financial        March 30, 1998
                         officer and principal
                         accounting officer) and
                         Director



/s/ John R. Spina        John R. Spina, Director     March 30, 1998



/s/ Paul I. Corddry      Paul I. Corddry, Director   March 30, 1998



/s/ Larry A. Hodges      Larry A. Hodges, Director   March 30, 1998


/s/ Warren E. McCain     Warren E. McCain, Direcotr  March 30, 1998


<PAGE>On   this    30th    of  March  1998,  Craig   H.   Neilsen
directed  Chris Hinton, in his presence as well as  our  own,  to
sign  the foregoing document as "Craig H. Neilsen."  Upon viewing
the  signatures  as signed by Chris Hinton and in  our  presence,
Craig  H. Neilsen declared to us that he adopted them as his  own
signatures.

                                   /s/Cheryl L. Atchison
                                   Witness


                                   /s/Donna Vido
                                   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 Chris  Hinton,  in  his
presence,  as  well as my own, to sign his name to the  foregoing
document.  Craig H. Neilsen, after viewing his name as signed  by
Chris  Hinton,  thereupon adopted the signatures as  his  own  by
acknowledging  to  me his intention to so  adopt  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   30th   day of March 1998.

                                   /s/Janice S. Lupton
                                   Notary Public

My Commission Expires:   October 23, 2000

Residing at:   Las Vegas, NV

                             <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, 1996 and 1997, and the related  consolidated
statements  of  income, stockholders' equity and cash  flows  for
each  of  the three years in the period ended December 31,  1997.
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, 1996 and 1997, and the results of their  operations
and  their  cash flows for each of the three years in the  period
ended  December  31, 1997, in conformity with generally  accepted
accounting principles.



                                ARTHUR ANDERSEN LLP

Las Vegas, Nevada
February 23, 1998






<PAGE>
                     AMERISTAR CASINOS, INC.
                   CONSOLIDATED BALANCE SHEETS

                             ASSETS
                     (Amounts in Thousands)

<TABLE>
<S>                                                <C>        <C>
                                                       December 31,
                                                     1996       1997
                                                   --------   --------
CURRENT ASSETS:
  Cash and cash equivalents                        $ 10,724   $ 13,031
  Restricted cash                                       418        153
  Accounts receivable, net                            1,408      2,051
  Income tax refund receivable                         -         2,103
  Inventories                                         2,385      2,300
  Prepaid expenses                                    3,081      4,125
  Deferred income taxes                               2,138      2,724
                                                   --------   --------
    Total current assets                             20,154     26,487
                                                   --------   --------

PROPERTY AND EQUIPMENT, at cost:
  Buildings and improvements                        169,004    171,942
  Building under capitalized
   lease                                                800        800
  Furniture, fixtures and
   equipment                                         53,857     54,024
  Furniture, fixtures and equipment
   under capitalized leases                           1,029      7,531
                                                   --------   --------
                                                    224,690    234,297
    Less: Accumulated depreciation and
      amortization                                   56,253     68,951
                                                   --------   --------
                                                    168,437    165,346
  Land                                               25,009     26,309
  Land under capitalized leases                       4,865      4,865
  Construction in progress                           27,159     85,648
                                                   --------   --------
                                                    225,470    282,168
                                                   --------   --------
PREOPENING COSTS                                      2,594      6,820
                                                   --------   --------
EXCESS OF PURCHASE PRICE OVER
 FAIR MARKET VALUE OF NET ASSETS
 ACQUIRED                                            19,043     15,408
                                                   --------   --------
DEPOSITS AND OTHER ASSETS                             2,791      5,303
                                                   --------   --------
                                                   $270,052   $336,186
                                                   ========   ========
The accompanying notes are an integral part of these consolidated
          balance sheets.
</TABLE>

                 <PAGE>AMERISTAR CASINOS, INC.
                   CONSOLIDATED BALANCE SHEETS
                           (CONTINUED)

              LIABILITIES AND STOCKHOLDERS' EQUITY
            (Amounts in Thousands, Except Share Data)
<TABLE>
<S>                                                 <C>        <C>
                                                       December 31,
                                                      1996       1997
                                                    --------    --------
CURRENT LIABILITIES:
  Accounts payable                                  $  7,303    $  4,772
  Construction contracts payable                       5,336      19,391
  Accrued liabilities                                 13,564      21,549
  Current obligations under
   capitalized leases                                    506         875
  Current maturities of notes payable
   and long-term debt                                 19,740       5,635
  Federal income tax payable                              49        -
                                                    --------    --------
    Total current liabilities                         46,498      52,222
                                                    --------    --------
OBLIGATIONS UNDER CAPITALIZED
 LEASES, net of current
 maturities                                            8,333       9,600
                                                    --------    --------
NOTES PAYABLE AND LONG-TERM
 DEBT, net of current maturities                     135,560     183,513
                                                    --------    --------
DEFERRED INCOME TAXES                                  8,446      10,212
                                                    --------    --------
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, 1996
   and 1997                                              204        204
  Additional paid-in capital                          43,043     43,043
  Retained earnings                                   27,697     37,392
                                                    --------   --------
                                                      70,944     80,639
                                                    --------   --------
                                                    $270,052   $336,186
                                                    ========   ========
</TABLE>
The accompanying notes are an integral part of these consolidated
          balance sheets.

<PAGE>               AMERISTAR CASINOS, INC.
                CONSOLIDATED STATEMENTS OF INCOME
          (Amounts in Thousands, Except Per Share Data)
<TABLE>
<S>                                       <C>       <C>        <C>
                                            Years ended December 31,
                                            1995      1996      1997
                                          --------  --------  --------
REVENUES:
  Casino                                  $ 99,364  $161,338  $173,077
  Food and beverage                         19,303    24,250    30,672
  Rooms                                      7,861     7,641     9,685
  Other                                      7,756     7,760     8,275
                                          --------  --------  --------
                                           134,284   200,989   221,709
  Less: Promotional
   allowances                               10,417    12,524    15,530
                                          --------  --------  --------
    Net revenues                           123,867   188,465   206,179
                                          --------  --------  --------
OPERATING EXPENSES:
  Casino                                    44,503    75,685    78,733
  Food and beverage                         11,747    16,773    19,784
  Rooms                                      2,404     2,368     3,130
  Other                                      8,211     7,054     7,546
  Selling, general and
   administrative                           29,197    47,758    51,958
  Depreciation and
   amortization                              9,721    14,135    16,358
  Abandonment loss                            -         -          646
  Preopening costs                            -        7,379      -
                                          --------  --------  --------
    Total operating
      expenses                            $105,783  $171,152  $178,155
                                          --------  --------  --------
    Income from
      operations                            18,084    17,313    28,024

OTHER INCOME
 (EXPENSE):
  Interest income                              205       354       445
  Interest expense                          (3,958)   (8,303)  (12,107)
  Other                                       -          (77)      (35)
                                          --------  --------  --------
INCOME BEFORE INCOME
 TAX PROVISION                              14,331     9,287    16,327
  Income tax provision                       5,236     3,390     5,959
                                          --------  --------  --------
INCOME BEFORE EXTRAORDINARY
 LOSS                                        9,095     5,897    10,368

EXTRAORDINARY LOSS ON EARLY
 RETIREMENT OF DEBT, net of
 income tax benefit of $354,
 $0 and $387, respectively                    (657)     -         (673)
                                          --------  --------  --------
NET INCOME                                $  8,438  $  5,897  $  9,695
                                          ========  ========  ========
</TABLE>

<PAGE>
                     AMERISTAR CASINOS, INC.
                CONSOLIDATED STATEMENTS OF INCOME
                           (CONTINUED)
          (Amounts in Thousands, Except Per Share Data)

<TABLE>
<S>                                       <C>       <C>       <C>
                                            Years ended December 31,
                                           1995      1996      1997
                                          ------    ------    ------
EARNINGS PER SHARE:
  Income before
   extraordinary loss
   Basic and diluted                      $ 0.45    $ 0.29    $ 0.51
  Net Income
   Basic and diluted                      $ 0.42    $ 0.29    $ 0.48

WEIGHTED AVERAGE
 SHARES OUTSTANDING                       20,360    20,360    20,360
</TABLE>

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

                  <PAGE>AMERISTAR CASINOS, INC.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
         (Amounts in Thousands, Except Number of Shares)
<TABLE>
<S>                      <C>        <C>     <C>        <C>      <C>
                             Capital Stock   Additional
                            No. of            Paid-In  Retained
                            Shares   Balance  Capital  Earnings     Total
                         ----------  -------  -------  --------  --------

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

  Net income                  -         -        -        9,695     9,695
                         ----------  -------  -------  --------  --------
Balance,
 December 31,
 1997                    20,360,000  $   204  $43,043  $ 37,392  $ 80,639
                         ==========  =======  =======  ========  ========
</TABLE>

The accompanying notes are an integral part of these consolidated
                      financial statements.
                  <PAGE>AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Amounts in Thousands)
<TABLE>
<S>                                      <C>        <C>        <C>
                                            Years ended December 31,
                                           1995       1996       1997
                                         --------   --------   --------
CASH FLOWS FROM OPERATING
 ACTIVITIES:

  Net income                             $  8,438   $  5,897   $  9,695
                                         --------   --------   --------
  Adjustments to reconcile
   net income to net cash
   provided by operating
   activities:
    Depreciation and
      amortization                         9,721      14,135     16,358
    Change in deferred income
      taxes                                3,209        (181)     2,964
    Net (gain) loss on
      disposition of assets                 -            (56)       505
    Amortization of debt
      issuance costs                         205         229        424
    Preopening costs                        -          7,379       -
    Extraordinary loss on
      early retirement of
      debt                                 1,011        -         1,060
    Changes in current assets
      and liabilities:
       Restricted cash                       (16)       (162)       265
       Accounts receivable,
        net                                  260         (94)      (643)
       Income tax refund
        receivable                          -           -        (2,103)
       Inventories                          (735)       (112)        85
       Prepaid expenses                   (1,165)       (468)      (374)
       Accounts payable                       10       3,524     (2,531)
       Accrued liabilities                 2,110       3,037      7,985
       Federal income taxes
        payable                             -             49        (49)
                                        --------    --------   --------
  Total adjustments                       14,610      27,280     23,946
                                        --------    --------   --------
Net cash provided by operating
 activities                               23,048      33,177     33,641
                                        --------    --------   --------
CASH FLOWS FROM INVESTING
 ACTIVITIES:

  Capital expenditures                   (63,559)    (43,087)   (72,932)
  Increase (decrease) in
   construction contracts
   payable                                 3,318      (4,791)    14,055
  Proceeds from sale of
   assets                                   -             56        126
  Increase in deposits and
   other assets                           (2,781)     (5,924)    (4,666)
                                        --------    --------   --------
Net cash used in investing
 activities                              (63,022)    (53,746)   (63,417)
                                        --------    --------   --------
</TABLE>

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

<TABLE>
<S>                                     <C>         <C>        <C>

                                             Years ended December 31,
                                          1995        1996        1997
                                        --------    --------    --------
CASH FLOWS FROM FINANCING
 ACTIVITIES:

  Proceeds from issuance of
   long-term debt                       $ 75,839    $ 44,628    $150,786
  Debt issuance costs                     (1,403)       -         (4,439)
  Minority interest income                  -           -            (16)
  Restricted security deposit            (11,511)     11,511        -
  Principal payments of long-
   term debt and capitalized
   leases                                (17,333)    (39,633)   (114,248)
                                        --------    --------    --------
Net cash provided by financing
 activities                               45,592      16,506      32,083
                                        --------    --------    --------
NET INCREASE (DECREASE) IN
 CASH
 AND CASH EQUIVALENTS                      5,618      (4,063)      2,307

CASH AND CASH EQUIVALENTS --
 BEGINNING OF YEAR                         9,169      14,787      10,724
                                        --------    --------    --------
CASH AND CASH EQUIVALENTS --
 END OF YEAR                            $ 14,787    $ 10,724    $ 13,031
                                        ========    ========    ========
</TABLE>
The accompanying notes are an integral part of these consolidated
                      financial statements.

                             <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")  and  Ameristar
Casino  Las Vegas, Inc. ("ACLVI").  ACI also operates  A.C.  Food
Services, Inc., a purchasing subsidiary.  ACVI has a wholly owned
subsidiary,   AC  Hotel  Corp.,  created  for  the   purpose   of
constructing  and  operating a hotel in  Vicksburg,  Mississippi.
Ameristar  Casino  Lawrenceburg, Inc. ("ACLI"),  a  wholly  owned
subsidiary  of  ACI,  was  dissolved  in  1996.   ACI's  majority
interest  in  Nevada AG Air, Ltd. ("NVAGAIR") was  terminated  in
1997.

     CPI owns and operates two casino-hotels in Jackpot, Nevada -
-  Cactus Petes Resort Casino and The Horseshu Hotel and  Casino.
ACVI  owns  and  operates Ameristar Vicksburg, a riverboat-themed
dockside  casino, and related land-based facilities in Vicksburg,
Mississippi.  ACCBI owns and operates Ameristar Council Bluffs, a
riverboat  casino  and  associated  hotel  and  other  land-based
facilities in Council Bluffs, Iowa.  ACLVI owns and operates  The
Reserve  Hotel  Casino  ("The Reserve")  in  the  Henderson-Green
Valley  suburban area of Las Vegas, Nevada which opened  February
10, 1998.  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.
     <PAGE>
  Cash and cash equivalents

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

  Accounts receivable

     Gaming  receivables are included as part  of  the  Company's
accounts  receivable  balance.   An  allowance  of  $256,000  and
$464,000  at December 31, 1996 and 1997, 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.

  Depreciation and capitalization

     Property  and  equipment  is  recorded  at  cost,  including
interest  charged  on  funds borrowed  to  finance  construction.
Interest of $1,850,000, $2,313,000 and $4,654,000 was capitalized
for   the   years  ended  December  31,  1995,  1996  and   1997,
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.  The excess of the purchase price
over fair market value of net assets acquired related to the  Gem
Gaming, Inc. acquisition (see Note 10) will be amortized  over  a
39-year period upon the opening of The Reserve.
  <PAGE>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:
<TABLE>
<S>                                  <C>         <C>        <C>
                                       Years ended December 31,
                                       1995         1996       1997
                                     --------    --------   --------
                                        (Amounts in Thousands)

     Food and beverage               $  7,999    $  9,560   $ 12,283
     Room                                 438         732        708
     Other                               -            469        644
                                     --------    --------   --------
                                     $  8,437    $ 10,761   $ 13,635
                                     ========    ========   ========

</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
$3,685,000,  $6,144,000,  and  $5,453,000  for  the  years  ended
December 31, 1995, 1996 and 1997, 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
<PAGE>consequences  attributable  to  differences   between   the
financial  statement  carrying amounts  of  existing  assets  and
liabilities and their respective tax bases.  Deferred tax  assets
and liabilities are measured using enacted tax rates expected  to
apply  to  taxable income in the years in which  those  temporary
differences are expected to be recovered or settled.

  Earnings Per Share

     In  1997,  the  Company adopted SFAS No. 128 -- Earnings  Per
Share  ("SFAS  No. 128").  SFAS 128 replaces previously  reported
earnings  per share with "basic" earnings per share and "diluted"
earnings  per  share.  Basic earnings per share are  computed  by
dividing  reported  earnings by the weighted  average  number  of
common  shares  outstanding during the period.  Diluted  earnings
per  share  reflect the additional dilution for  all  potentially
dilutive  securities such as stock options.   Basic  and  diluted
earnings  per  share are equal for the years ended  December  31,
1995,  1996  and  1997  as  the outstanding  stock  options  were
antidilutive.

  Reclassifications

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


NOTE 2 - ACCRUED LIABILITIES


     Accrued liabilities consist of the following:
<TABLE>
<S>                                       <C>        <C>

                                              December 31,
                                            1996       1997
                                          --------   --------
                                        (Amounts in Thousands)

     Compensation and related benefits    $  5,496   $  5,255
     Taxes other than income taxes           2,623      4,625
     Progressive slot machine jackpots         916        959
     Interest                                  939      6,129
     Deposits and other accruals             3,590      4,581
                                          --------   --------
                                          $ 13,564   $ 21,549
                                          ========   ========
</TABLE>

          <PAGE>
NOTE 3 - FEDERAL INCOME TAXES


     The components of the income tax provision are as follows:
<TABLE>
<S>                                   <C>          <C>        <C>
                                       Years ended December 31,
                                       1995         1996       1997
                                      ------       ------     ------
                                        (Amounts in Thousands)

     Current                          $2,027       $3,571     $2,371
     Deferred                          3,209         (181)     3,588
                                      ------       ------     ------
       Provision   on   income
          before extraordinary item    5,236        3,390      5,959
     Tax benefit of extraordinary item  (354)         -         (387)
                                      ------       ------     ------
                                      $4,882       $3,390     $5,572
                                      ======       ======     ======
</TABLE>

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

<TABLE>
<S>                                    <C>       <C>        <C>
                                       Years ended December 31,
                                       1995      1996       1997
                                       ----      ----       ----
          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>

                                              December 31,
                                            1996       1997
                                          --------   --------
                                        (Amounts in Thousands)
     Deferred tax assets:
       Preopening costs                   $  2,940   $  2,212
       Accrued book expenses not
          currently deductible               1,269      1,674
       Alternative minimum tax credit(1)       949      2,409
       Project development costs               914      1,118
       Book loss in excess of tax loss        -           202
       Asset reserves                           90        161
       Other                                    69        161
                                          --------   --------
          Total deferred tax assets          6,231      7,937
                                          --------   --------
     Deferred tax liabilities:
       Tax depreciation in excess of
          book depreciation                 (9,107)   (13,598)
       Book capitalized interest in
          excess of tax                       (325)      (451)
       Tax to book difference in
          acquired land (2)                 (1,784)      -
       Other                                (1,323)    (1,376)
                                          --------   --------
          Total deferred tax liabilities   (12,539)   (15,425)
                                          --------   --------
     Net deferred tax liability           $ (6,308)  $ (7,488)
                                          ========   ========
[/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., 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.   During  the
          year  ended  December 31, 1997,  the  deferred
          tax  liability  related  to  the  step-up  was
          eliminated  as a result of the Gem  Settlement
          Agreement.  (See Note 10)


NOTE 4 - SUPPLEMENTAL CASH FLOW DISCLOSURES


     The  Company made cash payments for interest, net of amounts
capitalized, of $3,386,000,  $7,930,000, and $8,223,000  for  the
years ended December 31, 1995, 1996 and 1997, respectively.

     The  Company made cash payments for Federal income taxes  of
$1,220,000,  $2,900,000,  and  $4,760,000  for  the  years  ended
December 31, 1995, 1996 and 1997, respectively.
     <PAGE>The Company acquired assets through capitalized leases
of   $1,083,000,  $0  and  $2,998,000  during  the  years   ended
December 31, 1995, 1996 and 1997, respectively.

     The  Company acquired assets through the issuance  of  notes
payable  of $141,000, $3,173,000, and $704,000 during  the  years
ended December 31, 1995, 1996 and 1997, respectively.

     The  Company  retired the balance of $44,810,000  under  the
1993   Revolving  Credit  Facility  by  entering  into  the  1995
Revolving  Credit  Facility (see Note 5) during  the  year  ended
December 31, 1995.
     The  Company  retired the balance of $94,500,000  under  the
1995  Revolving Credit Facility by entering into a new  Revolving
Credit  Facility (see Note 5) during the year ended December  31,
1997.

     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 in 1996.

     The   following  reflects  the  noncash  components  of  the
Company's acquisition of Gem Gaming, Inc. as of December 31, 1996
(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
                                                 ========

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

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

NOTE 5 -- NOTES PAYABLE AND LONG-TERM DEBT


     Notes payable and long-term debt consist of the following:
<TABLE>
<S>                                       <C>        <C>

                                              December 31,
                                            1996       1997
                                          --------   --------
                                        (Amounts in Thousands)

  1995   Revolving  Credit  Facility
   (see below).                           $ 93,500   $   -

  Revolving  Credit  Facility   (see
   below)                                     -        54,550

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

  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.           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.                            5,204       -

  Note   payable  to  lender,   with
   interest  at 15 percent,  secured
   by  a  deed of trust on the hotel
   at    ACVI,   interest    payable
   quarterly,   principal   due   in
   July 1998.                                 -         1,856

  <PAGE>
  Mortgages payable to United States
   Department  of Agriculture  Rural
   Economic       and      Community
   Development    Services    Multi-
   Housing   Program  with  variable
   interest   (effective   rate   of
   approximately 3.8 percent for the
   years ended December 31, 1996 and
   1997), 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.                         1,378      1,335

  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.
   with interest at 8 percent up  to
   a maximum of 18 percent, interest
   payable quarterly beginning  July
   1997  through  October  1998  and
   then monthly thereafter, periodic
   principal payments of $2  million
   to  $3 million beginning November
   1998,   due  December  31,  2004.
   (See Note 10)                              -        28,650

  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      1,431

  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                                      1,187      1,326
                                          --------   --------
                                           155,300    189,148

  Less: Current maturities                  19,740      5,635
                                          --------   --------
                                          $135,560   $183,513
                                          ========   ========
</TABLE>


     On  October 5, 1993, CPI entered into a $50 million Reducing
Revolving  Credit Facility (the "1993 Revolving Credit Facility")
with  a  syndicate  of banks, led by Wells Fargo  Bank  (formerly
First Interstate Bank) ("WFB").

     On July 5, 1995, the Company, as borrower, and its principal
operating  subsidiaries, as guarantors, entered into a  Revolving
Credit  Facility (the "1995 Revolving Credit Facility") with  WFB
and  a  syndicate  of  banks.  The maximum  borrowings  initially
available  were $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.  As a result  of
entering  into  the  1995  Revolving Credit  Facility,  the  1993
Revolving Credit Facility was retired at an extraordinary pre-tax
loss  (related  primarily to the write-off  of  unamortized  loan
costs) of $1,011,000.

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

     As of December 31, 1997, the Company had drawn $54.6 million
on  the Revolving Credit Facility.  These borrowings were used to
partially  repay the 1995 Revolving Credit Facility and  to  fund
the  development  of  The  Reserve.   The  balance  of  the  1995
Revolving  Credit  Facility was repaid  with  proceeds  from  the
Senior Subordinated bond offering (See below).

     The  Company  may  not  borrow under  the  Revolving  Credit
Facility in excess of 3.25 times its rolling four quarter  EBITDA
(earnings before interest, taxes, depreciation and amortization).
As  of  December 31, 1997, 3.25 times the Company's rolling  four
quarter  EBITDA  exceeded the maximum funds  available  from  the
Revolving  Credit Facility.  The<PAGE>Company is also limited  to
borrowing no more than 5.0 times EBITDA in total debt as adjusted
per  the Revolving Credit Facility.  The maximum amount available
under   the   Revolving  Credit  Facility  reduces  semi-annually
commencing  July  1, 1999 on a sliding scale (ranging  from  $2.5
million to $10.0 million in reductions) with a final reduction of
$75.0 million at maturity on June 30, 2003.

     Under the terms of the Revolving Credit Facility, concurrent
with  each  loan draw, the Company may select the  interest  rate
based  on either the London Interbank Offering Rate ("LIBOR")  or
WFB's  prime  interest rate.  The maximum number  of  outstanding
draws at any time using LIBOR is five, with a minimum draw amount
of  $5.0 million per draw.  A LIBOR draw can be for a one-, two-,
three-  or six-month term with interest accruing monthly and  due
at  the  end  of  the term, but in no event less frequently  than
quarterly.  The interest rate is fixed throughout the term  of  a
LIBOR-based draw and 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 plus 0.25 percentage points to a maximum of prime plus 2.25
percentage  points with interest payable monthly in arrears.   As
of December 31, 1997, the Company has taken LIBOR and prime draws
totaling  $54.6  million  with  an  average  interest   rate   of
approximately 8.4 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 flows,  as  measured  by  an  EBITDA
formula.

     The  Revolving  Credit  Facility  is  secured  by  liens  on
substantially  all  of  the  real and personal  property  of  the
Company  and  its  subsidiaries.  The Revolving  Credit  Facility
prohibits  any  secondary liens on these properties  without  the
prior  written  approval  of  the lenders.   Certain  changes  in
control  of  the  Company  may constitute  a  default  under  the
Revolving  Credit Facility.  The Revolving Credit  Facility  also
requires  the  Company  to  expend 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, 1997,  the  Company  was  in
compliance with these covenants.

On   July  15,  1997,  the  Company  completed  an  offering   of
$100  million  in  principal amount of 10-1/2%  Senior  Subordinated
Notes  due  2004 (the "Senior Subordinated Notes").   The  Senior
Subordinated  Notes have a coupon rate of 10.5 percent  and  were
sold  at  par.  Interest is due semi-annually on February  1  and
August  1 of each year, and the maturity date is August 1,  2004.
Proceeds  of  the  offering were used  to  retire  and  refinance
existing debt.

     The  indentures governing the Company's senior  subordinated
notes (the "Indentures") contain certain customary financial  and
other covenants, which among other things, govern the Company and
its  subsidiaries  ability  to  incur  indebtedness  (except,  as
specifically allowed) unless after giving effect thereto,  a  2.0
to  1.0 pro forma Consolidated Coverage Ratio (as defined in  the
Indentures)  has been met.  As of December 31, 1997, the  Company
was in compliance with these covenants.
     <PAGE>The Senior Subordinated Notes were issued by ACI,  and
all of ACI's current subsidiaries (the "Guarantors") have jointly
and  severally,  and  fully and unconditionally,  guaranteed  the
Senior  Subordinated Notes.  Each of the Guarantors is  a  wholly
owned  subsidiary  of ACI, and the Guarantors constitute  all  of
ACI's direct and indirect subsidiaries.  ACI is a holding company
with  no  operations  or  assets  independent  of  those  of  the
Guarantors, other than its investment in the Guarantors, and  the
aggregate  assets,  liabilities,  earnings  and  equity  of   the
Guarantors   are   substantially  equivalent   to   the   assets,
liabilities, earnings and equity of the Company on a consolidated
basis.    Separate   financial  statements  and   certain   other
disclosures concerning the Guarantors are not presented  because,
in the opinion of management, such information is not material to
investors.    Other  than  customary  restrictions   imposed   by
applicable corporate statutes, there are no restrictions  on  the
ability of the Guarantors to transfer funds to ACI in the form of
cash dividends, loans or advances.

     In August 1997, AC Hotel Corp. entered into a loan agreement
providing for borrowings of up to $7.5 million for the purpose of
funding  a portion of the construction costs of a 150-room  hotel
at  Ameristar  Vicksburg.  This nonrecourse loan from  a  private
lender  is  secured  by  a deed of trust on  the  hotel  and  the
underlying  land  senior in priority to the  liens  securing  the
Revolving  Credit  Facility.  Borrowings  under  this  loan  bear
interest   at   15  percent  per  annum,  payable   in   periodic
installments, and the loan matures in July 1998.  The Company  is
required  to  pay a non-usage fee at the rate of  3  percent  per
annum  on the undrawn loan balance, and draws are subject to  the
satisfaction  of  various  conditions  typically  applicable   to
construction loans.  As of December 31, 1997, the balance on this
loan was $1,856,000.

     On  December  28, 1995, ACCBI entered into a preferred  ship
mortgage with General Electric Credit Corp. ("GECC").  Borrowings
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  was secured by the Council Bluffs casino.  The  loan's
principal  was to 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 were
required.   The  Company  had  the right  to  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 had the right to prepay the  loan  without
premium.   ACI  had  entered  into an unconditional  guaranty  of
prompt  payment  and performance with respect to this  borrowing.
This borrowing was repaid in July 1997.

     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 approximately $149,000.  The interest  rate
is equivalent to that charged on the Revolving

<PAGE>Credit  Facility.  This borrowing was repaid in  July  1997
with proceeds from the Senior Subordinated Notes offering.

     The  mortgages  payable  to  United  States  Department   of
Agriculture  Rural  Economic and Community  Development  Services
Multi-Housing Program provide long-term financing for low  income
housing facilities constructed by the Company.  Monthly principal
and  interest  payments are determined by a  formula  based  upon
demographics of the tenants.  Interest rates on the mortgages may
vary  from 1.0 percent to 11.88 percent.  Provisions of the  loan
agreements require that rents received are 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.  NVAGAIR or the  Company,
as  a  result  of  these transactions, assumed certain  aviation-
related  notes payable.  These borrowings were removed  from  the
Company's obligations as part of the Gem Settlement.  (See  Notes
4 and 10)

     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,  1997 are  as  follows  (amounts  in
thousands):
<TABLE>
<S>                 <C>                  <C>

                    1998                 $  5,635
                    1999                    1,705
                    2000                    2,400
                    2001                    2,045
                    2002                    3,045
                    Thereafter            174,318
                                         --------
                                         $189,148
                                         ========
</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
<PAGE>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, the Company  will
pay  $50,000  in  1999,  approximately  $1,500,000  in  2004  and
approximately  $480,000 in 2024 to purchase all of  the  parcels.
If  the  Company were to accelerate its exercise of the  purchase
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  had  entered  into  two  three-year  capitalized  lease
agreements  for  computer equipment on behalf of ACCBI.   Monthly
payments  were required totaling approximately $197,000 per  year
through  November  1998.   ACCBI had  entered  into  a  five-year
capitalized  lease  agreement for telephone systems  and  related
equipment.  This  equipment was purchased  as  a  result  of  the
Company's debt refinancing in July 1997.

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

     ACLVI   has  entered  into  a  ten-year  capitalized   lease
agreement  for  signage  at The Reserve,  with  monthly  payments
totaling approximately $260,000 per year through December 2006.
     <PAGE>
     Future  minimum  lease payments required  under  capitalized
leases for the five years subsequent to December 31, 1997 are  as
follows (amounts in thousands):

<TABLE>
<S>            <C>                               <C>

               1998                              $ 1,782
               1999                                2,931
               2000                                1,517
               2001                                1,636
               2002                                  733
               Thereafter                         11,945
                                                 -------
                                                  20,544
               Less: Amount representing
                  interest                        10,069
                                                 -------
               Present value of minimum
                  lease payments                 $10,475
                                                 =======
</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.

     ACI has leased office space located in Las Vegas, Nevada  to
serve as its corporate offices.  The office space is leased under
two operating lease agreements.  The agreements require aggregate
monthly  payments  of approximately $52,500, plus  the  Company's
share  of  certain  common area maintenance  expenses.   Payments
under  the  leases  are  subject  to  annual  escalation  clauses
corresponding  to  increases in the cost of  living.   The  first
lease  agreement, covering approximately 90 percent of the office
space  leased  by  the Company, contains two  three-year  renewal
options.  The initial term of the first lease is through November
2001.   The  second  lease agreement, covering  approximately  10
percent  of the office space leased by the Company, contains  two
two-year  renewal options.  The initial term of the second  lease
is  through January 1998.  The Company recorded rental expense of
approximately  $32,000 and $360,000 under  these  leases  in  the
years ended December 31, 1996, and 1997, respectively.

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 $350,000 for the plan year ended September 30, 1995.
     <PAGE>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
contributions  were $373,000 and $570,000 for  the  fiscal  years
ended December 31, 1996, and 1997, respectively.

  Insurance plan

     The Company has a qualified employee insurance benefit trust
covering all employees on a regular basis who work an average  of
32  hours  or  more  per  week.   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 $2,113,000, $2,258,000 and $3,834,000 for the years
ended December 31, 1995, 1996 and 1997, 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
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.
     <PAGE>
     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.    Stockholder  approval  of  the  September   1996
amendments  to  the Option Plan was given in June  1997  and  the
Director  Plan  was terminated.  As of December 31,  1997,  8,000
options remain outstanding under the Director Plan.

     The  Company  accounts  for  its stock  option  plans  under
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued  to Employees," under which no compensation cost has  been
recognized.    Had  compensation  cost  for  these   plans   been
determined  consistent with SFAS No. 123, "Accounting for  Stock-
Based  Compensation," the Company's net income and  earnings  per
share would have been reduced to the following pro forma amounts:
<TABLE>
<S>                               <C>       <C>       <C>
                                          December 31,
                                    1995      1996      1997
                                  --------  --------  --------
                        (Amounts in Thousands, Except Per Share Data)

  Net income:    As reported      $  8,438  $  5,897  $  9,695
                 Pro forma           8,371     5,708     9,491
  Basic and diluted
  earnings per share:
                 As reported      $   0.42  $   0.29  $   0.48
                 Pro forma            0.41      0.28      0.47
</TABLE>

     The  fair  value of each option granted (or repriced  during
the  period for which SFAS No. 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,  1996  and  1997,
respectively:  risk-free  interest rates  of  5.7,  6.4  and  6.2
percent;  expected  volatility of 60, 63  and  63  percent.   The
expected  lives  of the options are 5 years for  1995,  1996  and
1997.  No dividends are expected to be paid.
     <PAGE>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>
<S>                      <C>                <C>                <C>
                               1995              1996              1997
                                 Wtd. avg.          Wtd. avg.          Wtd. avg.
                         Shares  ex. price  Shares  ex. price  Shares  ex. price
                        -------- ---------  ------- ---------  ------  ---------
  Options outstanding,
   beginning of year     281,000   $11.74   548,000   $ 6.15   566,000   $ 6.25
     Granted             390,000     6.12    70,000     7.31   150,000     5.32
     Exercised              -                 -                  -
     Canceled           (123,000)   10.84   (52,000)    6.67   (121,500)   9.57
                        --------           --------            --------
  Options outstanding,
     end of year         548,000     6.15   566,000     6.25    594,500    6.12
                        ========           ========            ========
 Options available
     for grant           552,000            534,000           1,013,500
  Options exercisable,
     end of year          52,400     6.50   154,800     6.24    233,800    6.25
  Weighted average
     fair value
  of options granted    $   3.49            $  4.34            $   3.14

</TABLE>

     At  December  31,  1997,  570,000  of  the  594,500  options
outstanding have exercise prices between $5.06 and $6.50, with  a
weighted  average exercise price of $5.96 and a weighted  average
remaining   contractual  life  of  7.7  years.   22,500   options
outstanding have exercise prices between $7.13 and $9.96, with  a
weighted  average exercise price of $9.11 and a weighted  average
remaining  contractual life of 8.6 years.   The  remaining  2,000
options  have  an outstanding exercise price of  $16.00,  with  a
remaining contractual life of 6.2 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.  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  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 $84.7 million had been  incurred
as of December 31, 1997.
     <PAGE>
     In  early  1997, the Company began constructing  a  150-room
hotel  at  Ameristar Vicksburg expected to be completed in  April
1998.   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 demolished in connection with this
expansion.    Based  on  preliminary  design  plans,   management
believes  that  the development cost of the hotel will  be  $10.3
million,  including  capitalized  construction  period  interest.
Management  is funding a substantial portion of these development
costs  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  did  not
contain  a  plea  for a specific amount of damages,  and  instead
requested  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  estimated   that   the   general
contractor's  claims  were 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
submitted  a  statement of damages in the arbitration  proceeding
seeking $7.1 million from the general contractor.  As of December
31,  1996,  $1,515,000  in cost overruns had  been  paid  by  the
Company.   In addition, at December 31, 1996, $2,154,000  of  the
Company's  construction  payables  represented  disputed  general
contractor  claims.   On  November  13,  1997,  the  three-member
arbitrator   panel  for  the  American  Arbitration   Association
increased  the  guaranteed maximum price under  the  construction
contract by approximately $690,000 to approximately $33.0 million
and required the general contractor to pay to ACCBI approximately
$825,000,   plus  interest,  to  compensate  for  cost   overruns
previously paid by ACCBI as settlement of the arbitration.  As  a
result  of  this  settlement, the Company  was  relieved  of  any
liability for the $2,154,000 in disputed claims.

     On  February 17, 1998, ACI received a petition  that  E.  L.
Pennebaker, Jr. had filed with the Mississippi Gaming Commission.
In  that  petition Mr. Pennebaker requests that  the  Mississippi
Gaming  Commission  order  ACI,  Harrah's  Vicksburg,  Inc.,  and
Riverboat  Corporation of Mississippi-Vicksburg to stop  opposing
the  approval and construction of a casino on the Big Black River
and  for  such  other  corrective and punitive  action  that  the
Mississippi Gaming Commission might find appropriate.
     <PAGE>On  February 23, 1998, E. L. Pennebaker, Jr.  filed  a
complaint  in  the  Circuit  Court of  Pike  County,  Mississippi
against  ACI, Harrah's Vicksburg, Inc., Riverboat Corporation  of
Mississippi-Vicksburg, and Deposit Guaranty National  Bank.   The
complaint  was  amended on February 27, 1998,  to  add  James  F.
Belisle,   Multi  Gaming  Management,  Inc.  and   Multi   Gaming
Management  of  Mississippi, Inc. as additional plaintiffs.   The
plaintiffs are property owners or have rights to acquire property
along  the  Big Black River in Warren County, Mississippi.   They
allege  they  would  have  profited  if  the  Mississippi  Gaming
Commission had found suitable for a casino a location along  that
river  that  was controlled by plaintiffs Belisle,  Multi  Gaming
Management, Inc. and Multi Gaming Management of Mississippi, Inc.
The plaintiffs further allege that the defendants entered into an
agreement to hinder trade and restrain competition in the  gaming
industry  in violation of the antitrust laws and the gaming  laws
of the Mississippi Code.  Specifically, the plaintiffs allege the
defendants conducted an aggressive campaign in opposition to  the
application  of Horseshoe Gaming, Inc. for a gaming site  on  the
Big  Black River.  The plaintiffs allege compensatory damages  of
$38.0  million, and punitive damages of $200.0 million.  ACI  has
not yet answered the complaint.


NOTE 9 - RELATED PARTY TRANSACTIONS


     The  Company engages Neilsen and Company to provide  certain
construction  and professional services, office space  and  other
equipment  and facilities.  Neilsen and Company is controlled  by
the  principal  stockholder and President of the Company.   Total
payments  to  Neilsen  and  Company were  $110,000,  $46,000  and
$43,000  for  the years ended December 31, 1995, 1996  and  1997,
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,  $88,000 and  $31,000  for
the  years  ended December 31, 1995, 1996 and 1997, respectively.
In   management's  opinion,  at  the  time  the  above  described
transactions were entered into, they were in the best interest of
the  Company  and on terms as fair to the Company as  could  have
been obtained from unaffiliated parties.


NOTE 10 - GEM GAMING, INC. MERGER


     On  October  9,  1996, Gem Gaming, Inc.  ("Gem"),  a  Nevada
Corporation, was merged with and into ACLVI, pursuant to a merger
agreement  entered into on May 31, 1996, as amended in  July  and
October,  1996 (the "Merger Agreement").  Gem was established  to
develop  The Reserve.  Activities relating to the development  of
The  Reserve,  which commenced operations on February  10,  1998,
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.
     <PAGE>Under  the  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
was  not concluded in whole or in part prior to June 1, 1997, the
Company   was   required  to  deliver  to  the  Gem  Stockholders
promissory  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.   These
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  of
$35,375,000,  the total amount that 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.

     Due to certain disputes between the Gem stockholders and the
Company   surrounding  the  Merger  Agreement,   an   arbitration
proceeding brought by the Company was settled by mutual agreement
(the "Gem Settlement Agrement") in June 1997.  The Gem Settlement
Agreement  provides  that  the  Company  will  pay  to  the   Gem
Stockholders  $32.7 million in installments,  plus  interest,  in
lieu  of  the consideration provided for in the Merger Agreement.
The  Company made an initial payment of $4.0 million to  the  Gem
Stockholders  and issued unsecured subordinated promissory  notes
for  the balance of $28.7 million (the "Gem Notes" -- See Note  5).
The  Gem  Notes are subordinate to the Revolving Credit Facility,
the Senior Subordinated Notes and other long-term indebtedness of
ACI  specified by ACI up to a maximum of $250 million.   Pursuant
to  the Gem Settlement Agreement, the Company has also reconveyed
to  Gem  Air, Inc. ("Gem Air"), an affiliate of one  of  the  Gem
Stockholders, the Company's interests in certain aviation-related
assets  acquired  in  July  1996. Gem  Air  has  assumed  certain
liabilities  of  the  Company related  to  these  assets  and  an
aircraft  operating agreement and a sublease  relating  to  these
assets (the "Gem Aviation Agreements") have been terminated.

     The   Gem   Settlement  Agreement  includes  mutual  general
releases of the parties to the arbitration proceeding and certain
of   their  respective  related  parties  with  respect  to   all
obligations arising out of, based upon or relating to the  Merger
Agreement  and  the Gem Aviation Agreements, except  for  certain
excluded  claims.  Among  the  excluded  claims  under  the   Gem
Settlement Agreement are claims against the Gem Stockholders with
respect  to  Excluded  Liabilities  (as  defined  in  the  Merger
Agreement)  and certain indemnification obligations  of  the  Gem
Stockholders  under the Merger Agreement with respect  to  claims
asserted by third parties against the Company.
     <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>
<S>                                      <C>       <C>
                                           1995      1996
                                         --------  --------
          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>





EXHIBIT    DESCRIPTION OF EXHIBIT          METHOD OF FILING
NUMBER


 3.1    Articles of Incorporation of   Incorporated by reference
        Ameristar Casinos, Inc.        to Exhibit 3.1 to
        ("ACI").                       Registration Statement on
                                       Form S-1 filed by ACI
                                       under the Securities Act
                                       of 1933, as amended (File
                                       No. 33-68936) (the
                                       "Form S-1").
 3.2    Bylaws of ACI.                 Incorporated by reference
                                       to Exhibit 3.2 to ACI's
                                       Annual Report on Form 10-
                                       K for the year ended
                                       December 31, 1995 (the
                                       "1995 10-K").
 4.1    Specimen Common Stock          Incorporated by reference
        Certificate.                   to Exhibit 4 to Amendment
                                       No. 2 to the Form S-1.
 4.2    Credit Agreement, dated as of  Incorporated by reference
        July 8, 1997, among ACI,       to Exhibits 4.1 and 99.1
        Cactus Pete's, Inc. ("CPI"),   to the Current Report on
        Ameristar Casino Vicksburg,    Form 8-K of ACI filed on
        Inc. ("ACVI"), Ameristar       July 30, 1997 (the "July
        Casino Council Bluffs, Inc.    1997 8-K").
        ("ACCBI") and Ameristar
        Casino Las Vegas, Inc.
        ("ACLVI"), as Borrowers, the
        Lenders named therein, and
        Wells Fargo Bank, National
        Association as Arranger,
        Agent Bank and Swingline
        Lender, together with a list
        describing omitted schedules
        and exhibits thereto.
4.3(a)  Indenture, dated as of         Incorporated by reference
        July 15, 1997, among ACI,      to Exhibit 4.2 to the
        ACLVI, ACVI, A.C. Food         July 1997 8-K.
        Services, Inc. ("ACFSI"), AC
        Hotel Corp. ("ACHC"), ACCBI
        and First Trust National
        Association, including the
        forms of Notes and Subsidiary
        Guarantees issued thereunder.
4.3(b)  Registration Rights            Incorporated by reference
        Agreement, dated as of         to Exhibit 4.3 to the
        July 15, 1997, among ACI,      July 1997 8-K.
        ACCBI, ACFSI, ACHC, ACLVI,
        ACVI, CPI, Bear, Stearns &
        Co. Inc., BT Securities
        Corporation and First Chicago
        Capital Markets, Inc.
4.3(c)  Supplemental Indenture, dated  Incorporated by reference
        as of October 24, 1997, among  to Exhibit 4.1(c) to
        ACI, CPI, ACLVI, ACVI, ACFSI,  Amendment No. 1 to
        ACHC, ACCBI and First Trust    Registration Statement on
        National Association.          Form S-4 filed by ACI,
                                       CPI, ACVI, ACCBI, ACLVI,
                                       ACFSI and ACHC under the
                                       Securities Act of 1933,
                                       as amended (File No. 333-
                                       34381) (the "Form S-4").
 4.4    Other Long-Term Debt.          See Exhibits 10.8(k)-(n)
        See Exhibits 10.8(k)-(n) and   and 99.1.
        99.1.
*10.1(  Employment Agreement, dated    Incorporated by reference
  a)    November 15, 1993, between     to Exhibit 10.1(a) to
        ACI and Thomas M. Steinbauer.  ACI's Annual Report on
                                       Form 10-K for the year
                                       ended December 31, 1994
                                       (the "1994 10-K").
*10.1(  Employment Agreement, dated    Incorporated by reference
  b)    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 CPI  to Exhibit 10.17 to the
        and Craig H. Neilsen.          1994 10-K.
 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   Excursion Boat Sponsorship     Incorporated by reference
        and Operations Agreement,      to Exhibit 10.15 to the
        dated September 15, 1994,      1995 10-K.
        between Iowa West Racing
        Association and ACCBI.
10.8(a  Merger Agreement, dated as of  Incorporated by reference
  )     May 31, 1996, among Gem        to Exhibits 10.1 and 99.1
        Gaming, Inc. ("Gem"), ACI,     to ACI's Quarterly Report
        ACLVI, Steven W. Rebeil        on Form 10-Q for the
        ("Rebeil") and Dominic J.      quarter ended June 30,
        Magliarditi ("Magliarditi"),   1996 (the "June 1996 10-
        together with a list           Q").
        describing omitted schedules
        and exhibits thereto.
10.8(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 1996 8-K.
        September 27, 1996, among
        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.
10.8(j  Settlement Agreement, dated    Incorporated by reference
  )     as of May 3, 1997, among ACI,  to Exhibit 10.1 to ACI's
        ACLVI, Rebeil, Magliarditi,    Quarterly Report on Form
        Gem Air, Inc. and NVAGAIR.     10-Q for the quarter
                                       ended March 31, 1997.
10.8(k  Promissory Note, dated as of   Incorporated by reference
  )     June 1, 1997, made by ACI      to Exhibit 10.8(k) to the
        payable to the order of        Form S-4.
        Rebeil in the original
        principal amount of
        $13,232,146.
10.8(l  Promissory Note, dated as of   Incorporated by reference
  )     June 1, 1997, made by ACI      to Exhibit 10.8(l) to the
        payable to the order of        Form S-4.
        Magliarditi in the original
        principal amount of $417,854.
10.8(m  Non-Negotiable Promissory      Incorporated by reference
  )     Note, dated as of June 1,      to Exhibit 10.8(m) to the
        1997, made by ACI payable to   Form S-4.
        the order of Rebeil in the
        original principal amount of
        $14,540,820.
10.8(n  Non-Negotiable Promissory      Incorporated by reference
  )     Note, dated as of June 1,      to Exhibit 10.8(n) to the
        1997, made by ACI payable to   Form S-4.
        the order of Magliarditi in
        the original principal amount
        of $459,180.
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(  Lease, dated September 18,     Incorporated by reference
  a)    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(  First Amendment to Lease       Incorporated by reference
  b)    Agreement, dated June 1,       to Exhibit 10.3 to the
        1995, between R.R. Morrison &  1995 10-K.
        Son, Inc. and ACVI.
10.11(  Lease, dated December 11,      Incorporated by reference
  a)    1992, between Martha Ker       to Exhibit 10.4 to the
        Brady Lum et. Al. and ACVI as  Form S-1.
        the assignee of Craig H.
        Neilsen.
10.11(  First Amendment to Lease       Incorporated by reference
  b)    Agreement, dated June 1,       to Exhibit 10.4(b) to the
        1995, between Lawrence O.      1995 10-K.
        Branyan, Jr., as trustee of
        the Brady-Lum Family Trust
        dated May 15, 1993 and ACVI.
10.12   Settlement, Use and            Incorporated by reference
        Management Agreement and DNR   to Exhibits 10.12 and
        Permit, dated May 15, 1995,    99.1 to ACI's Annual
        between the State of Iowa      Report on Form 10-K for
        acting through the Iowa        the year ended
        Department of Natural          December 31, 1996 (the
        Resources and ACCBI as the     "1996 10-K").
        assignee of Koch Fuels, Inc.
10.13   Option Agreement, dated July   Incorporated by reference
        11, 1995, between Levy Realty  to the Exhibit 10.13 to
        Trust and ACLVI as the         the 1996 10-K.
        successor to Gem.
 21.1   Subsidiaries of ACI.           Incorporated by reference
                                       to Exhibit 21.1 to the
                                       Form S-4.
 23.1   Consent of Arthur Andersen     Filed electronically
        LLP.                           herewith.
 27.1   Financial Data Schedule.       Filed electronically
                                       herewith.
 99.1   Agreement to furnish           Filed electronically
        Securities and Exchange        herewith.
        Commission certain
        instruments defining the
        rights of holders of certain
        long-term debt.
                _________________________________
     * Denotes a management contract or compensatory plan or
                          arrangement.