UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                          FORM 10-K/A-2
                  (AS AMENDED BY FORM 10-K/A-1)

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

           For the fiscal year ended December 31, 1996
                                
                               or
                                
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

          For the transition period from             to

                Commission file number:  0-22494
                                
                     AMERISTAR CASINOS, INC.
     (Exact Name of Registrant as Specified in Its Charter)

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

                   3773 Howard Hughes Parkway
                         Suite 490 South
                    Las Vegas, Nevada  89109
            (Address of Principal Executive Offices)
                                
         Registrant's Telephone Number:  (702) 567-7000
                                
   Securities registered pursuant to Section 12(b) of the Act:
                              None
                        (Title of Class)
                                
   Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock, $.01 par value
                        (Title of Class)


<PAGE>
******************************************************************
                        Explanatory Note

Ameristar Casinos, Inc. (the "Registrant" or "ACI") is filing 
this amendment to its Form 10-K for the fiscal year ended
December 31, 1996, for the purpose of restating Note 11 to
the Registrant's Consolidated Financial Statement to include
updated information.
******************************************************************


                             PART IV
                                
Item 14.  Exhibits,     Financial     Statement
          Schedules and Reports on Form 8-K
          
The following are filed as part of this Report:

  (a)1.     Financial Statements
  
          Report of Independent Public Accountants.
          Consolidated  Balance Sheets as  of  December  31,
             1995 and 1996.
          Consolidated  Statements of Income for  the  years
             ended December 31, 1994, 1995 and 1996.
          Consolidated  Statements  of   Stockholders'
             Equity  for the years ended December 31,  1994,
             1995 and 1996.
          Consolidated  Statements of  Cash  Flows  for  the
             years ended December 31, 1994, 1995 and 1996.
          Notes to Consolidated Financial Statements.
             
  (a)2.     Financial Statement Schedules
  
          All  schedules  for  which provision  is  made  in  the
     applicable  accounting  regulations of  the  Securities  and
     Exchange   Commission   are  not  required   under   related
     instructions  or  are inapplicable and therefore  have  been
     omitted.
     
<PAGE>
  (a)3.     Exhibits
  
          The following exhibits listed are filed or incorporated
     by reference as part of this Report.
     
  Exhibi                                             
    t        Description of Exhibit          Method of Filing
  Number                                             
     
  2.1     Plan of Acquisition.           See Exhibits 10.8(a)-(i).
          See Exhibits 10.8(a)-(i).
  3.1     Articles of Incorporation.     Incorporated by reference
                                         to Exhibit 3.1 to
                                         Registration Statement on
                                         Form S-1 filed by
                                         Ameristar Casinos, Inc.
                                         ("ACI") under the
                                         Securities Act of 1933,
                                         as amended (File No. 33-
                                         68936) (the "Form S-1").
  3.2     Bylaws.                        Incorporated by reference
                                         to Exhibit 3.2 to ACI's
                                         Annual Report on Form 10-
                                         K for the year ended
                                         December 31, 1995 (the
                                         "1995 10-K").
  4.1     Specimen Common Stock          Incorporated by reference
          Certificate.                   to Exhibit 4 to Amendment
                                         No. 2 to the Form S-1.
  4.2     Long-Term Debt.                See Exhibits 10.7(a) and
          See Exhibits 10.7(a) and       10.8.
          10.7(b).
* 10.1(a) Employment Agreement, dated    Incorporated by reference
          November 15, 1993, between     to Exhibit 10.1(a) to
          ACI and Thomas M. Steinbauer.  ACI's Annual Report on
                                         Form 10-K for the year
                                         ended December 31, 1994
                                         (the "1994 10-K").
* 10.1(b) Employment Agreement, dated    Incorporated by reference
          March 21, 1995, between ACI    to Exhibit 10.1(c) to the
          and John R. Spina, and         1994 10-K.
          related letter agreement.
* 10.2    Ameristar Casinos, Inc. 1993   Incorporated by reference
          Non-Employee Director Stock    to Exhibit 10.2 to ACI's
          Option Plan, as amended and    Quarterly Report on Form
          restated.                      10-Q for the quarter
                                         ended June 30, 1994.
<PAGE>
* 10.3    Ameristar Casinos, Inc.        Incorporated by reference
          Management Stock Option        to Exhibit 10.3 to ACI's
          Incentive Plan, as amended     Quarterly Report on Form
          and restated.                  10-Q for the quarter
                                         ended September 30, 1996
                                         (the "September 1996 10-
                                         Q").
* 10.4    Form of Indemnification        Incorporated by reference
          Agreement between ACI and      to Exhibit 10.33 to
          each of its directors and      Amendment No. 2 to the
          officers.                      Form S-1.
* 10.5    Housing Agreement, dated       Incorporated by reference
          November 15, 1993 between      to Exhibit 10.17 to the
          Cactus Pete's Inc. ("CPI")     1994 10-K.
          and Craig H. Neilsen.
  10.6    Plan of Reorganization, dated  Incorporated by reference
          November 15, 1993, between     to Exhibit 2.1 to the
          ACI and Craig H. Neilsen in    1994 10-K.
          his individual capacity and
          as trustee of the
          testamentary trust created
          under the last will and
          testament of Ray Neilsen
          dated October 9, 1963.
  10.7(a) Credit Agreement, dated        Incorporated by reference
          June 1, 1995, among ACI, the   to Exhibits 10.1 and 99.1
          lenders listed therein and     to ACI's Quarterly Report
          Wells Fargo Bank, N.A., as     on Form 10-Q for the
          the successor to First         quarter ended June 30,
          Interstate Bank of Nevada,     1995.
          N.A. ("WFB/FIB"), as agent,
          together with a list
          describing omitted schedules
          and exhibits thereto.
  10.7(b) Consent to Merger and          Incorporated by reference
          Increased Commitment           to Exhibit 10.4 to the
          Agreement, dated October 4,    September 1996 10-Q.
          1996, among ACI, the lenders
          listed therein and WFB/FIB,
          as agent.
  10.8(a) Merger Agreement, dated as of  Incorporated by reference
          May 31, 1996, among Gem, ACI,  to Exhibits 10.1 and 99.1
          ACLVI, Steven W. Rebeil        to ACI's Quarterly Report
          ("Rebeil") and Dominic J.      on Form 10-Q for the
          Magliarditi ("Magliarditi"),   quarter ended June 30,
          together with a list           1996 (the "June 1996 10-
          describing omitted schedules   Q").
          and exhibits thereto.
  10.8(b) First Amendment to Merger      Incorporated by reference
          Agreement, dated July 2,       to Exhibit 10.5 to the
          1996, among Gem, ACI, ACLVI,   June 1996 10-Q.
          Rebeil and Magliarditi.
<PAGE>
  10.8(c) Second Amendment to Merger     Incorporated by reference
          Agreement, dated as of         to Exhibits 10.3 and 99.1
          September 27, 1996, among      to ACI's Current Report
          Gem, ACI, ACLVI, Rebeil and    on Form 8-K filed on
          Magliarditi, together with a   October 24, 1996 (the
          list describing omitted        "October 1996 8-K").
          schedules and exhibits
          thereto.
  10.8(d) Gem Individuals' Notes Escrow  Incorporated by reference
          Agreement and Escrow           to Exhibit 10.4 to the
          Instructions, dated as of      October
          September 27, 1996, among      1996 8-K.
          ACI, Rebeil and Magliarditi.
  10.8(e) Letter agreement, dated        Incorporated by reference
          October 3, 1996, between ACI   to Exhibit 10.5 to the
          and Magliarditi.               October
                                         1996 8-K.
  10.8(f) Purchase Agreement, dated as   Incorporated by reference
          of June 30, 1996, between ACI  to Exhibit 10.6 to the
          and Gem Air, Inc. ("Gem        June 1996 10-Q.
          Air").
  10.8(g) Aircraft Operating Agreement,  Incorporated by reference
          dated as of July 5, 1996,      to Exhibit 10.4 to the
          between ACI and Gem Air.       June 1996 10-Q.
  10.8(h) Operating Agreement of Nevada  Incorporated by reference
          AG Air, Ltd. ("NVAGAIR"),      to Exhibit 10.2 to the
          dated as of July 5, 1996.      June 1996 10-Q.
  10.8(i) Sublease, dated as of          Incorporated by reference
          June 30, 1996, between ACI     to Exhibit 10.3 to the
          and NVAGAIR.                   June 1996 10-Q.
  10.9(a) Lease, dated September 8,      Incorporated by reference
          1992, between Magnolia Hotel   to Exhibit 10.2 to the
          Company and ACVI as the        Form S-1.
          assignee of Craig H. Neilsen.
  10.9(b) First Amendment to Agreement,  Incorporated by reference
          dated July 14, 1993, between   to Exhibit 10.2(b) to the
          Magnolia Hotel Company and     1995 10-K.
          ACVI as the assignee of Craig
          H. Neilsen.
  10.9(c) Second Amendment to Lease      Incorporated by reference
          Agreement, dated June 1,       to Exhibit 10.2(c) to the
          1995, between Magnolia Hotel   1995 10-K.
          Company and ACVI.
  10.10(a)Lease, dated September 18,     Incorporated by reference
          1992, between R.R. Morrison,   to Exhibit 10.3 to the
          Jr. and ACVI as the assignee   Form S-1.
          of Craig H. Neilsen.
  10.10(b)First Amendment to Lease       Incorporated by Reference
          Agreement, dated June 1,       to Exhibit 10.3 to the
          1995, between R.R. Morrison &  1995 10-K.
          Son, Inc. and ACVI.
<PAGE>
  10.11(a)Lease, dated December 11,      Incorporated by reference
          1992, between Martha Ker       to Exhibit 10.4 to the
          Brady Lum et. al. and ACVI as  Form S-1.
          the assignee of Craig H.
          Neilsen.
  10.11(b)First Amendment to Lease       Incorporated by reference
          Agreement, dated June 1,       to Exhibit 10.4(b) to the
          1995, between Lawrence O.      1995 10-K.
          Branyan, Jr., as trustee of
          the Brady-Lum Family Trust
          dated May 15, 1993 and ACVI.
  10.12   Settlement, Use and            Incorporated by reference
          Management Agreement and DNR   to Exhibit 10.12 to ACI's
          Permit, dated May 15, 1995,    Annual Report on Form 10-K
          between the State of Iowa      for the year ended 
          acting through the Iowa        December 31, 1996 (the 
          Department of Natural          "1996 10-K").
          Resources and ACCBI as the
          assignee of Koch Fuels, Inc.
          See also Exhibit 99.1
  10.13   Option Agreement, dated July   Incoporated by reference
          11, 1995, between Levy Realty  to Exhibit 10.13 to the
          Trust and ACLVI as the         1996 10-K.
          successor to Gem Gaming, Inc.
          ("Gem").
  10.14   Contract, dated December 19,   Incorporated by reference
          1995, between ACCBI and        to Exhibit 10.16 to the
          Perini-Andersen, a joint       1995 10-K.
          venture.
  10.15(a)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.1 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement (Hotel
          Tower), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific Construction Company,
          Inc. ("Camco Pacific").
  10.15(b)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.2 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement
          (Casino), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific.
<PAGE>
  10.16   Excursion Boat Sponsorship     Incorporated by reference
          and Operations Agreement,      to Exhibit 10.15 to the
          dated September 15, 1994,      1995 10-K.
          between Iowa West Racing
          Association and ACCBI.
  21.1    Subsidiaries of ACI.           Incorporated by reference
                                         to Exhibit 21.1 to the
                                         1996 10-K.
  23.1    Consent of Arthur Andersen     Filed electronically
          LLP.                           herewith.
  27.1    Financial Data Schedule.       Incorporated by reference
                                         to Exhibit 27.1 to the
                                         1996 10-K.
  99.1    Agreement to furnish the       Incorporated by reference 
          Securities and Exchange        to Exhibit 99.1 to the
          Commission omitted exhibits    1996 10-K.
          and schedules to certain
          exhibits and certain
          instruments defining the
          rights of holders of certain
          long-term debt.

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





             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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


We have audited the accompanying consolidated balance sheets of
Ameristar Casinos, Inc. (a Nevada corporation) and subsidiaries as
of December 31, 1995 and 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1996.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Ameristar Casinos, Inc. and subsidiaries as of
December 31, 1995 and 1996, and the results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting
principles.



                                ARTHUR ANDERSEN LLP

Las Vegas, Nevada
February 14, 1997
(except with respect to the matters discussed in Note 11,
as to which the date is June 20, 1997)


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

                              ASSETS
                      (Amounts in Thousands)


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

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

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

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

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

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


                                                       December 31,
                                                     1995       1996
                                                   --------   --------
<S>                                                <C>        <C>
CURRENT LIABILITIES:
  Accounts payable                                 $  3,767   $  7,303
  Construction contracts payable                      7,838      5,336
  Accrued liabilities                                10,394     13,564
  Current obligations under
   capitalized leases                                   506        506
  Current maturities of notes payable
   and long-term debt                                 6,895     19,740
  Federal income tax payable                           -            49
                                                   --------   --------
    Total current liabilities                        29,400     46,498
                                                   --------   --------
OBLIGATIONS UNDER CAPITALIZED
 LEASES, net of current maturities                    7,441      8,333
                                                   --------   --------
NOTES PAYABLE AND LONG-TERM DEBT,
 net of current maturities                           94,428    135,560
                                                   --------   --------
DEFERRED INCOME TAXES                                 5,904      8,446
                                                   --------   --------
MINORITY INTEREST                                      -           271
                                                   --------   --------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value:
   Authorized - 30,000,000 shares;
   Issued - None                                       -          -
  Common stock, $.01 par value:
   Authorized - 30,000,000 shares;
   Issued and outstanding -
   20,360,000 shares at
   December 31, 1995 and 1996                           204        204
  Additional paid-in capital                         43,043     43,043
  Retained earnings                                  21,800     27,697
                                                   --------   --------
                                                     65,047     70,944
                                                   --------   --------
                                                   $202,220   $270,052
                                                   ========   ========

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


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

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


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

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

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

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

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

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

 The accompanying notes are an integral part of these consolidated
                       financial statements.
</TABLE>
<PAGE>
<TABLE>
                      AMERISTAR CASINOS, INC.
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          (Amounts in Thousands, Except Number of Shares)


                            Capital Stock
                         ------------------ Additional
                           No. of            Paid-In   Retained
                           Shares   Balance  Capital   Earnings  Total
                         ---------- ------- ---------- -------- -------
<S>                      <C>        <C>     <C>        <C>      <C>
Balance,
 December 31, 1993       20,360,000 $  204    $43,043   $ 9,142 $52,389

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

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

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

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


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

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

CASH FLOWS FROM INVESTING
 ACTIVITIES:

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


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

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

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

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

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

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


                      AMERISTAR CASINOS, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of significant accounting policies

  Principles of consolidation and basis of presentation

     The consolidated financial statements of Ameristar Casinos,
Inc. ("ACI" or the "Company"), a Nevada corporation, include the
accounts of the Company and its wholly owned subsidiaries, Cactus
Petes, Inc. ("CPI"), Ameristar Casino Vicksburg, Inc. ("ACVI"),
Ameristar Casino Council Bluffs, Inc. ("ACCBI"), Ameristar Casino
Las Vegas, Inc. ("ACLVI"), and Ameristar Casino Lawrenceburg, Inc.
("ACLI"), as well as a majority interest in Nevada AG Air, Ltd.
("NVAGAIR").

     CPI owns and operates two casino-hotels in Jackpot, Nevada --
Cactus Petes Resort Casino and The Horseshu Hotel and Casino.  ACVI
owns and operates Ameristar Vicksburg, a riverboat-themed dockside
casino, and related land-based facilities in Vicksburg,
Mississippi.  ACCBI owns and operates Ameristar Council Bluffs, a
riverboat casino and associated hotel and other land-based
facilities in Council Bluffs, Iowa.  ACLVI owns and is developing
The Reserve Casino and Hotel ("The Reserve") in the Henderson-Green
Valley suburban area of Las Vegas, Nevada.  ACLI was established to
pursue gaming opportunities in Indiana.  However, in 1996, the
Company made a decision to discontinue such activity and has
dissolved this entity.

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

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

  Cash and cash equivalents

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

<PAGE>
  Accounts receivable

     Gaming receivables are included as part of the Company's
accounts receivable balance.  An allowance of $140,000 and $256,000
at December 31, 1995 and 1996, respectively, has been applied to
reduce receivables to amounts anticipated to be collected.

  Inventories

     Inventories are stated at the lower of cost or market.  Cost
is determined principally on the weighted average basis.  The value
of inventories associated with the General Store and Gift Shop
operations is determined by the retail method.

  Depreciation and capitalization

     Property and equipment is recorded at cost, including interest
charged on funds borrowed to finance construction.  Interest of
$227,000, $1,850,000 and $2,313,000 was capitalized for the years
ended December 31, 1994, 1995 and 1996, respectively.  Depreciation
is provided on both the straight-line and accelerated methods in
amounts sufficient to relate the cost of depreciable assets to
operations.  Amortization of building and furniture, fixtures and
equipment under capitalized leases is provided over the shorter of
the estimated useful life of the asset or the term of the
associated lease (including lease renewal or purchase options the
Company expects to exercise).  Depreciation and amortization is
provided over the following estimated useful lives:

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

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

  Dividends

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

  Gaming revenues and promotional allowances

     In accordance with industry practice, the Company recognizes
as gaming revenues the net win from gaming activities, which is the
difference between gaming wins and losses.  Gross revenues include
the retail value of complimentary food, beverage and lodging
services furnished to customers.  The retail value of these
promotional allowances is deducted to compute net revenues.  The
estimated departmental costs of providing such promotional
allowances are included in casino costs and expenses and consist of
the following:
<PAGE>
<TABLE>
                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
                                             (Amounts in Thousands)

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

     The Company expenses advertising costs the first time the
advertising takes place.  Advertising expense included in selling,
general and administrative expenses was approximately $2,682,000,
$3,685,000 and $6,144,000 for the years ended December 31, 1994,
1995 and 1996, respectively.

  Business development expenses

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

  Preopening costs

     Preopening costs primarily represent direct personnel and
other operating costs incurred prior to the opening of new
facilities.  These costs are capitalized as incurred.  Upon
commencement of operations, the Company expenses all such
preopening costs.

  Federal income taxes

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

  Reclassifications

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

<PAGE>
Note 2 - Accrued liabilities

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

Note 3 - Federal income taxes

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

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

<TABLE>
                                            Years ended December 31,
                                            1994      1995      1996
                                          --------  --------  --------
          <S>                                <C>       <C>       <C>
          Federal statutory rate             35%       35%       35%
          Nondeductible expenses              2%        2%        2%
                                          --------  --------  --------
                                             37%       37%       37%
                                          ========  ========  ========
</TABLE>
     Under SFAS No. 109, deferred income taxes reflect the net tax
effects of temporary differences between the carrying amount of
assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.  Significant components of
the Company's net deferred tax liability consisted of the
following:
<PAGE>
<TABLE>
                                              December 31,
                                            1995       1996
                                          --------   --------
                                        (Amounts in Thousands)
     <S>                                  <C>        <C>
     Deferred tax assets:
       Preopening expenses                $  1,248   $  2,940
       Accrued book expenses not
        currently deductible                   976      1,269
       Alternative minimum tax credit (1)      949        949
       Project development costs               474        914
       Asset reserves                           76         90
       Other                                    86         69
                                          --------   --------
          Total deferred tax assets          3,809      6,231
                                          --------   --------
     Deferred tax liabilities:
       Tax depreciation in
        excess of book depreciation         (7,087)    (9,107)
       Book capitalized interest
        in excess of tax                      (340)      (325)
       Tax book difference in
        acquired land (2)                      -       (1,784)
       Other                                (1,087)    (1,323)
                                          --------   --------
          Total deferred tax liabilities    (8,514)   (12,539)
                                          --------   --------
     Net deferred tax liability           $ (4,705)  $ (6,308)
                                          ========   ========
</TABLE>
     _____________
     (1) The excess of the alternative minimum tax over
         regular federal income tax is a tax credit which
         can be carried forward indefinitely to reduce
         future federal income tax liabilities.

     (2) In connection with the acquisition of Gem
         Gaming, Inc. as described in Note 10, the
         Company recognized a step-up in the basis of
         land of $5.0 million which resulted in a
         deferred tax liability of approximately $1.8
         million computed at the statutory rate of 35
         percent.


Note 4 - Supplemental cash flow disclosures

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

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

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

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

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

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

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

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

Note 5 - Notes payable and long-term debt

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

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

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

  Mortgages payable to Farmers Home
   Administration with variable
   interest (effective rates of
   approximately 4.5 and 3.8 percent
   for the years ended December 31,
   1995 and 1996, respectively),
   collateralized by a first deed of
   trust on certain apartment units
   and land, due in variable monthly
   payments of not less than $4,725,
   including interest, through
   November 2016 and October 2033.           1,421     1,378

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

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

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

  Note payable to financing company,
   with interest at 10.75 percent,
   collateralized by certain
   equipment, due in monthly principal
   and interest payments of $53,177
   through January 1999.                      -        1,148

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

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

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

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

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

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

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

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

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

     Under the terms of the Revolving Credit Facility, concurrent
with each loan draw, the Company may select the interest rate based
on either the London Interbank Offering Rate ("LIBOR") or WFB's
prime interest rate.  The maximum number of outstanding draws at
any time using a LIBOR rate is five, with a minimum draw amount of
$5.0 million per draw.  A LIBOR draw can be for a one-, two-, three-
or six-month term with interest accruing monthly and due at the end
of the term, but in no event less frequently than quarterly.  The
interest rate is fixed throughout the term of a LIBOR-based draw
and ranges from LIBOR plus 1.5 percentage points to LIBOR plus 3.5
percentage points.  On a prime interest rate draw, the interest
rate is variable and ranges from a minimum of prime to a maximum of
prime plus 2.0 percentage points with interest payable monthly in
arrears.  As of December 31, 1996, the Company has taken LIBOR and
prime draws totaling $93.5 million with an average interest rate of
approximately 8.6 percent per annum.  The applicable margins for
both LIBOR draws and prime interest rate draws adjust semi-annually
based on the ratio of the Company's consolidated total debt to
consolidated cash flow, as measured by an EBITDA formula.

     The Revolving Credit Facility is secured by liens on
substantially all of the real and personal property of the Company
and its subsidiaries.  The Revolving Credit Facility prohibits any
secondary liens on these properties without the prior written
approval of the lenders.  Certain changes in control of the Company
may constitute a default under the Revolving Credit Facility.  The
Revolving Credit Facility also requires the Company to expend two
percent of consolidated revenues on capital maintenance annually.
The Revolving Credit Facility binds the Company to a
number of other affirmative and negative covenants.  These include
promises to maintain certain financial ratios within defined
parameters, not to engage in new businesses without lender approval
and to make certain reports to the lenders.  As of December 31,
1996, the Company was in compliance with these covenants.

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

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

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

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

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

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

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

     Maturities of the Company's borrowings for the next five years
as of December 31, 1996 are as follows (amounts in thousands):
<TABLE>
                    <S>                  <C>
                    1997                 $ 19,740
                    1998                   15,892
                    1999                   15,865
                    2000                   46,799
                    2001                   13,845
                    Thereafter             43,159
                                         --------
                                         $155,300
                                         ========
</TABLE>

Note 6 - Leases

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

     Ameristar Vicksburg opened on February 27, 1994, at which time
the primary terms of the leases became effective.  The primary
terms of the leases, expiring from 5 to 30 years from the opening
date, require total payments of approximately $655,000 per year.
Each lease contains a purchase option exercisable at various times
during the term of the lease generally in varying amounts based on
the time of exercise.  The purchase options lapse in conjunction
with the expiration dates of the primary terms of the corresponding
leases.  Assuming the Company defers the exercise of its purchase
option under each lease to the expiration of the purchase option,

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

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

     The Company generally may terminate each lease upon the
payment of termination penalties, the maximum aggregate amount of
which is $328,000.  In addition, if the leases were terminated, the
Company may be required to restore certain parcels to their
condition prior to the lease commencement date, including the
removal of the cofferdam and other improvements lying below the
water.  However, the Company has no plans to abandon the site.

     ACVI has entered into a seven-year capitalized lease for
restaurant equipment, due in monthly payments totaling
approximately $118,000 per year, through April 2001.  ACVI also
entered into a five-year capitalized lease for a computer system.
Quarterly payments are required totaling approximately $42,000 per
year through October 1998.

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

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

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

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

     ACCBI, as lessor, has leased a portion of the Ameristar
Council Bluffs site to an independent hospitality company which has
agreed to construct and operate a 140-room hotel on the property.
The lease is for a period of 50 years beginning March 1, 1996.  The
lease requires the hospitality company to pay ACCBI base rent of
$5,000 per month and percentage rent equal to 5 percent of the
hotel's gross sales in excess of $2.0 million per year.  The
agreement requires the hospitality company's hotel to be completed
on or before March 31, 1997.

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

<PAGE>
clauses corresponding to increases in the cost of living.  The
first lease agreement, covering approximately 90 percent of the
office space leased by the Company, contains two three-year
renewal options.  The initial term of the first lease is through
November 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.  Rental expense of approximately $32,000 was
recorded under these leases in the year ended December 31, 1996.


Note 7 - Benefit plans

  Profit-sharing plan

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

  401(k) plan

     The Company instituted a defined contribution 401(k) plan in
March 1996 which covers all employees who meet certain age and
length of service requirements and allows an employer contribution
up to 50 percent of the first four percent of each participating
employee's compensation.  Plan participants can elect to defer
before tax compensation through payroll deductions.  These
deferrals are regulated under Section 401(k) of the Internal
Revenue Code.  The Company's matching contribution was $373,000 for
the fiscal year ended December 31, 1996.

  Insurance plan

     The Company has a qualified employee insurance benefit trust
covering all employees on a regular basis who work an average of 32
hours or more per week.  The amount of the Company's contribution
is determined by the Trust Committee.  The plan also requires
contributions from eligible employees and their dependents.  The
Company's contribution expense for the plan was approximately
$1,292,000, $2,113,000 and $2,258,000 for the years ended
December 31, 1994, 1995 and 1996, respectively.

  Stock Option Plans

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

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

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

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

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

     Under the Director Plan, each non-employee director is
automatically granted an initial option to purchase 1,000 shares of
Common Stock and will automatically be granted an option to
purchase an additional 1,000 shares of Common Stock on each
anniversary of such date if he remains a non-employee director on
that anniversary date.  Options granted under the Director Plan
have an exercise price equal to the fair market value of the shares
on the date of grant and have a term of 10 years from the date of
grant.  Options granted under the Director Plan become exercisable
one year from the date of grant and are not transferable other than
by will or the laws of descent and distribution.  Upon stockholder
approval of the September 1996 amendments to the Option Plan, the
Director Plan will be terminated.

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

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

<PAGE>
     The fair value of each option granted (or repriced during the
period for which SFAS 123 is effective) is estimated on the date of
grant (or repricing) using the Black-Scholes option pricing model
with the following weighted-average assumptions used for grants (or
repricings) in 1995 and 1996, respectively:  risk-free interest
rates of 5.7 and 6.4 percent; expected volatility of 60 and 63
percent.  The expected lives of the options are 5 years for both
1995 and 1996.  No dividends are expected to be paid.

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

     Summarized information for the stock option plans is as
follows:
<TABLE>
              
                               1994            1995            1996
                          --------------  --------------  --------------
                                   Wtd.            Wtd.             Wtd.
                                   avg.            avg.             avg.
                                    ex.             ex.              ex.
                          Shares  price   Shares  price   Shares   price
                          ------- ------  ------- ------  ------- ------
  <S>                     <C>     <C>     <C>     <C>     <C>     <C>
  Options outstanding,
   beginning of year      226,500 $11.00  281,000 $11.74  548,000  $6.15
     Granted               72,000  13.88  390,000   6.12   70,000   7.31
     Exercised               -               -               -
     Canceled             (17,500) 11.00 (123,000) 10.84  (52,000)  6.67
                          -------         -------         -------
  Options outstanding,
   end of year            281,000  11.74  548,000   6.15  566,000   6.25
                          =======         =======         =======
  Options available for
   grant                  819,000         552,000         534,000
  Options exercisable,
   end of year             41,800  11.00   52,400   6.50  154,800   6.24
  Weighted average fair
   value of options
   granted                                  $3.49           $4.34
</TABLE>

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


Note 8 - Commitments and contingencies

  Development

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

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

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

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

  Litigation

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

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


Note 9 - Related party transactions

     The Company engages Neilsen and Company to provide certain
construction and professional services, office space and other
equipment and facilities.  Neilsen and Company is

<PAGE>
controlled by the principal stockholder and President of the Company.
Total payments to Neilsen and Company were $87,000, $110,000 and
$46,000 for the years ended December 31, 1994, 1995 and 1996,
respectively.  The Company also leases office space from the Lynwood
Shopping Center which is controlled by the principal stockholder and
President of the Company.  Total payments to the Lynwood Shopping
Center were $94,000 and $88,000 for the years ended December 31,
1995 and 1996, respectively.  No such payments were made in 1994.  In
management's opinion, at the time the above described transactions
were entered into, they were in the best interest of the Company
and on terms as fair to the Company as could have been obtained
from unaffiliated parties.

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


Note 10 - Gem Gaming, Inc. Merger

     On October 9, 1996, Gem Gaming, Inc. ("Gem"), a Nevada
Corporation, was merged with and into ACLVI, pursuant to a merger
agreement entered into on May 31, 1996, as amended in July and
October, 1996 (the "Merger Agreement").  Gem was originally
established to develop The Reserve and has had no operations.
Activities relating to the development of The Reserve have been
included in the consolidated financial statements of the Company
since October 9, 1996.  The merger of Gem into ACLVI was recorded
using the purchase method of accounting.

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

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

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

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

Note 11 - Subsequent event

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

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

     On March 26, 1997, the Company commenced an arbitration
proceeding against the Gem Stockholders for breaches of the Merger
Agreement described in Note 10 and the implied covenant of good
faith and fair dealing related to the merger.  The Company and the
Gem Stockholders entered into a settlement agreement dated as of
May 3, 1997, which became effective on June 19, 1997 upon its 
approval by the Nevada Gaming Commission.  In lieu of the merger 
consideration provided for in the Merger Agreement, Ameristar will
pay $32,650,000 to the Gem Stockholders in installments, plus 
interest, and reconvey to an affiliate of one of the Gem 
Stockholders Ameristar's interest in certain aviation-related
assets acquired in July 1996.  Ameristar made an initial payment
of $4.0 million to the Gem Stockholderson June 20, 1997 and has 
issued subordinated unsecured promissory notes for the balance
of the cash consideration.  The per annum interest rate on these
notes is 8 percent, subject to increase (up to a maximum of 18
percent per annum) following one or more failures to make payments
under the notes by schedules dates.  Interest will be paid initially
on a quarterly basis and on a monthly bases after October 1998.  The
notes will require annual principal payments of up to $3.0 million
commencing in November 1998 and will mature on December 31, 2004.  
The Notes may be prepaid at any time without penalty and will be
subordinated to up to $250 million in senior indebtedness selected
by Ameristar.


Based on the merger consideration provided for in the settlement
agreement, the amounts recorded on the Company's consolidated
balance sheet as notes payable to the Gem Stockholders and the
excess of purchase price over fair market value of net assets 
acquired will be adjusted to reflect the modified terms set 
forth in the settlement agreement.


<PAGE>
                         SIGNATURES

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

                              AMERISTAR CASINOS, INC.
                                   (Registrant)



June 24, 1997                 By:  /s/ Thomas Steinbauer
                                   Thomas Steinbauer
                                   Senior Vice President of Finance      
                                   and Chief Financial Officer


                  <PAGE>INDEX TO EXHIBITS
                                
  Exhibit   Description of Exhibit          Method of Filing
  Number                                             
     
  2.1     Plan of Acquisition.           See Exhibits 10.8(a)-(i).
          See Exhibits 10.8(a)-(i).
  3.1     Articles of Incorporation.     Incorporated by reference
                                         to Exhibit 3.1 to
                                         Registration Statement on
                                         Form S-1 filed by
                                         Ameristar Casinos, Inc.
                                         ("ACI") under the
                                         Securities Act of 1933,
                                         as amended (File No. 33-
                                         68936) (the "Form S-1").
  3.2     Bylaws.                        Incorporated by reference
                                         to Exhibit 3.2 to ACI's
                                         Annual Report on Form 10-
                                         K for the year ended
                                         December 31, 1995 (the
                                         "1995 10-K").
  4.1     Specimen Common Stock          Incorporated by reference
          Certificate.                   to Exhibit 4 to Amendment
                                         No. 2 to the Form S-1.
  4.2     Long-Term Debt.                See Exhibits 10.7(a) and
          See Exhibits 10.7(a) and       10.8.
          10.7(b).
* 10.1(a) Employment Agreement, dated    Incorporated by reference
          November 15, 1993, between     to Exhibit 10.1(a) to
          ACI and Thomas M. Steinbauer.  ACI's Annual Report on
                                         Form 10-K for the year
                                         ended December 31, 1994
                                         (the "1994 10-K").
* 10.1(b) Employment Agreement, dated    Incorporated by reference
          March 21, 1995, between ACI    to Exhibit 10.1(c) to the
          and John R. Spina, and         1994 10-K.
          related letter agreement.
* 10.2    Ameristar Casinos, Inc. 1993   Incorporated by reference
          Non-Employee Director Stock    to Exhibit 10.2 to ACI's
          Option Plan, as amended and    Quarterly Report on Form
          restated.                      10-Q for the quarter
                                         ended June 30, 1994.
* 10.3    Ameristar Casinos, Inc.        Incorporated by reference
          Management Stock Option        to Exhibit 10.3 to ACI's
          Incentive Plan, as amended     Quarterly Report on Form
          and restated.                  10-Q for the quarter
                                         ended September 30, 1996
                                         (the "September 1996 10-
                                         Q").
* 10.4    Form of Indemnification        Incorporated by reference
          Agreement between ACI and      to Exhibit 10.33 to
          each of its directors and      Amendment No. 2 to the
          officers.                      Form S-1.
* 10.5    Housing Agreement, dated       Incorporated by reference
          November 15, 1993 between      to Exhibit 10.17 to the
          Cactus Pete's Inc. ("CPI")     1994 10-K.
          and Craig H. Neilsen.
  10.6    Plan of Reorganization, dated  Incorporated by reference
          November 15, 1993, between     to Exhibit 2.1 to the
          ACI and Craig H. Neilsen in    1994 10-K.
          his individual capacity and
          as trustee of the
          testamentary trust created
          under the last will and
          testament of Ray Neilsen
          dated October 9, 1963.
  10.7(a) Credit Agreement, dated        Incorporated by reference
          June 1, 1995, among ACI, the   to Exhibits 10.1 and 99.1
          lenders listed therein and     to ACI's Quarterly Report
          Wells Fargo Bank, N.A., as     on Form 10-Q for the
          the successor to First         quarter ended June 30,
          Interstate Bank of Nevada,     1995.
          N.A. ("WFB/FIB"), as agent,
          together with a list
          describing omitted schedules
          and exhibits thereto.
  10.7(b) Consent to Merger and          Incorporated by reference
          Increased Commitment           to Exhibit 10.4 to the
          Agreement, dated October 4,    September 1996 10-Q.
          1996, among ACI, the lenders
          listed therein and WFB/FIB,
          as agent.
  10.8(a) Merger Agreement, dated as of  Incorporated by reference
          May 31, 1996, among Gem, ACI,  to Exhibits 10.1 and 99.1
          ACLVI, Steven W. Rebeil        to ACI's Quarterly Report
          ("Rebeil") and Dominic J.      on Form 10-Q for the
          Magliarditi ("Magliarditi"),   quarter ended June 30,
          together with a list           1996 (the "June 1996 10-
          describing omitted schedules   Q").
          and exhibits thereto.
  10.8(b) First Amendment to Merger      Incorporated by reference
          Agreement, dated July 2,       to Exhibit 10.5 to the
          1996, among Gem, ACI, ACLVI,   June 1996 10-Q.
          Rebeil and Magliarditi.
  10.8(c) Second Amendment to Merger     Incorporated by reference
          Agreement, dated as of         to Exhibits 10.3 and 99.1
          September 27, 1996, among      to ACI's Current Report
          Gem, ACI, ACLVI, Rebeil and    on Form 8-K filed on
          Magliarditi, together with a   October 24, 1996 (the
          list describing omitted        "October 1996 8-K").
          schedules and exhibits
          thereto.
  10.8(d) Gem Individuals' Notes Escrow  Incorporated by reference
          Agreement and Escrow           to Exhibit 10.4 to the
          Instructions, dated as of      October
          September 27, 1996, among      1996 8-K.
          ACI, Rebeil and Magliarditi.
  10.8(e) Letter agreement, dated        Incorporated by reference
          October 3, 1996, between ACI   to Exhibit 10.5 to the
          and Magliarditi.               October
                                         1996 8-K.
  10.8(f) Purchase Agreement, dated as   Incorporated by reference
          of June 30, 1996, between ACI  to Exhibit 10.6 to the
          and Gem Air, Inc. ("Gem        June 1996 10-Q.
          Air").
  10.8(g) Aircraft Operating Agreement,  Incorporated by reference
          dated as of July 5, 1996,      to Exhibit 10.4 to the
          between ACI and Gem Air.       June 1996 10-Q.
  10.8(h) Operating Agreement of Nevada  Incorporated by reference
          AG Air, Ltd. ("NVAGAIR"),      to Exhibit 10.2 to the
          dated as of July 5, 1996.      June 1996 10-Q.
  10.8(i) Sublease, dated as of          Incorporated by reference
          June 30, 1996, between ACI     to Exhibit 10.3 to the
          and NVAGAIR.                   June 1996 10-Q.
  10.9(a) Lease, dated September 8,      Incorporated by reference
          1992, between Magnolia Hotel   to Exhibit 10.2 to the
          Company and ACVI as the        Form S-1.
          assignee of Craig H. Neilsen.
  10.9(b) First Amendment to Agreement,  Incorporated by reference
          dated July 14, 1993, between   to Exhibit 10.2(b) to the
          Magnolia Hotel Company and     1995 10-K.
          ACVI as the assignee of Craig
          H. Neilsen.
  10.9(c) Second Amendment to Lease      Incorporated by reference
          Agreement, dated June 1,       to Exhibit 10.2(c) to the
          1995, between Magnolia Hotel   1995 10-K.
          Company and ACVI.
  10.10(a)Lease, dated September 18,     Incorporated by reference
          1992, between R.R. Morrison,   to Exhibit 10.3 to the
          Jr. and ACVI as the assignee   Form S-1.
          of Craig H. Neilsen.
  10.10(b)First Amendment to Lease       Incorporated by Reference
          Agreement, dated June 1,       to Exhibit 10.3 to the
          1995, between R.R. Morrison &  1995 10-K.
          Son, Inc. and ACVI.
  10.11(a)Lease, dated December 11,      Incorporated by reference
          1992, between Martha Ker       to Exhibit 10.4 to the
          Brady Lum et. al. and ACVI as  Form S-1.
          the assignee of Craig H.
          Neilsen.
  10.11(b)First Amendment to Lease       Incorporated by reference
          Agreement, dated June 1,       to Exhibit 10.4(b) to the
          1995, between Lawrence O.      1995 10-K.
          Branyan, Jr., as trustee of
          the Brady-Lum Family Trust
          dated May 15, 1993 and ACVI.
  10.12   Settlement, Use and            Incorporated by reference
          Management Agreement and DNR   to Exhibit 10.12 to ACI's
          Permit, dated May 15, 1995,    Annual Report on Form 10-K
          between the State of Iowa      for the year ended
          acting through the Iowa        December 31, 1996 (the
          Department of Natural          "1996 10-K").
          Resources and ACCBI as the
          assignee of Koch Fuels, Inc.
          See also Exhibit 99.1
  10.13   Option Agreement, dated July   Incorporated by reference
          11, 1995, between Levy Realty  to Exhibit 10.13 to the
          Trust and ACLVI as the         1996 10-K.
          successor to Gem Gaming, Inc.
          ("Gem").
  10.14   Contract, dated December 19,   Incorporated by reference
          1995, between ACCBI and        to Exhibit 10.16 to the
          Perini-Andersen, a joint       1995 10-K.
          venture.
  10.15(a)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.1 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement (Hotel
          Tower), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific Construction Company,
          Inc. ("Camco Pacific").
  10.15(b)AIA Standard Form of           Incorporated by reference
          Agreement between Owner and    to Exhibit 10.2 to the
          Contractor (Form No. A101-     September 1996 10-Q.
          1987) and First Addendum to
          Contractor's Agreement
          (Casino), dated October 25,
          1995, between ACLVI (as the
          successor to Gem) and Camco
          Pacific.
  10.16   Excursion Boat Sponsorship     Incorporated by reference
          and Operations Agreement,      to Exhibit 10.15 to the
          dated September 15, 1994,      1995 10-K.
          between Iowa West Racing
          Association and ACCBI.
  21.1    Subsidiaries of ACI.           Incorporated by reference
                                         to Exhibit 21.1 to the
                                         1996 10-K.
  23.1    Consent of Arthur Andersen     Filed electronically
          LLP.                           herewith.
  27.1    Financial Data Schedule.       Incorporated by reference
                                         to Exhibit 27.1 to the
                                         1996 10-K.
  99.1    Agreement to furnish the       Incorporated by reference
          Securities and Exchange        to Exhibit 99.1 to the
          Commission omitted exhibits    1996 10-K.
          and schedules to certain
          exhibits and certain
          instruments defining the
          rights of holders of certain
          long-term debt.
                                
     * Denotes a management contract or compensatory plan or
                          arrangement.