UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                                
                          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>PART II
                                
ITEM 7.   MANAGEMENT'S DISCUSSION AND  ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF
          OPERATIONS
          
RESULTS OF OPERATIONS
          
     Ameristar  Casinos,  Inc. ("Ameristar" or  "ACI")  owns  and
operates  casino-hotels through three wholly owned  subsidiaries,
Cactus  Pete's,  Inc. ("CPI"), Ameristar Casino  Vicksburg,  Inc.
("ACVI") and Ameristar Casino Council Bluffs, Inc. ("ACCBI").  In
addition, Ameristar is developing a casino-hotel through a fourth
subsidiary, Ameristar Casino Las Vegas, Inc. ("ACLVI"), and holds
a   majority   interest  in  Nevada  AG  Air  Ltd.   ("NVAGAIR").
Collectively,  Ameristar together with the aforementioned  wholly
owned  subsidiaries and NVAGAIR are referred  to  herein  as  the
"Company."

     CPI  owns  and operates Cactus Petes Resort Casino  ("Cactus
Petes")  and  The  Horseshu Hotel and Casino  (collectively,  the
"Jackpot  Properties"),  two casino-hotels  located  in  Jackpot,
Nevada  at the Idaho border.  ACVI owns and operates a riverboat-
themed dockside casino (the "Vicksburg Casino") and related land-
based   facilities  (collectively,  "Ameristar   Vicksburg")   in
Vicksburg,  Mississippi.   ACCBI owns and  operates  a  riverboat
casino (the "Council Bluffs Casino") and related land-based hotel
and  other facilities (collectively, "Ameristar Council  Bluffs")
in  Council  Bluffs, Iowa.  The Council Bluffs Casino  opened  on
January 19, 1996, portions of the Main Street Pavilion opened  on
June  17,  1996, the hotel opened on November 1,  1996,  and  the
remainder of Ameristar Council Bluffs opened in early 1997.

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

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

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

<PAGE>YEAR ENDED DECEMBER 31, 1996 VERSUS YEAR ENDED DECEMBER 31,
1995

SUMMARY

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

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

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

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

REVENUES

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

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

     Net  revenues for Ameristar Vicksburg were $66.1 million for
the  year ended December 31, 1996 compared with $67.6 million for
the  prior  year.  Though showing a slight decrease in  revenues,
management believes Ameristar Vicksburg was able to maintain  its
leading  position  in  the  Vicksburg  market  through  effective
promotional strategies and by

<PAGE>continuing to provide customers with superior  service  and
quality gaming and nongaming products.

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

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

COSTS AND EXPENSES

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

     Casino  costs and expenses increased $31.2 million  in  1996
due  to the opening of the Council Bluffs Casino in January 1996.
As  a percentage of casino revenues, casino expenses increased to
46.9%  in 1996 compared with 44.8% in 1995.  While most  of  this
increase relates to the higher gaming tax rate and the admissions
fee  in Iowa, an increase also occurred at the Jackpot Properties
from 40.4% to 43.2%.  While casino revenues declined somewhat  at
the    Jackpot   Properties,   as   previously   discussed,   the
corresponding casino expenses could not be

<PAGE>proportionally  reduced, due to  the  Company's  desire  to
maintain high customer service standards.  The Vicksburg Casino's
expense to revenue ratio in the casino department decreased  from
47.4%  in 1995 to 42.4% in 1996, reflecting the success  of  that
property's continued efforts to control costs.

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

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

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

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

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

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

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

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

YEAR ENDED DECEMBER 31, 1995 VERSUS YEAR ENDED DECEMBER 31, 1994

SUMMARY

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

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

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

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

REVENUES

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

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

COSTS AND EXPENSES

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

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

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

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

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

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

     Ameristar,   as   borrower,  and  its  principal   operating
subsidiaries  (including  ACLVI),  as  guarantors,   maintain   a
Revolving  Credit  Facility with Wells Fargo Bank,  NA  (formerly
First  Interstate Bank of Nevada, NA; "WFB") and a  syndicate  of
banks (the "Revolving Credit

<PAGE>Facility").    The   maximum   principal    available    at
December  31,  1996  was  $99.0  million;  however,  the  maximum
principal available reduced to $94.5 million on January 1,  1997,
pursuant  to  the  terms of the Revolving Credit  Facility.   The
Company  may  not borrow under the Revolving Credit  Facility  in
excess  of  3.5 times its rolling four quarter EBITDA  ("Earnings
before Interest, Taxes, Depreciation and Amortization").   As  of
December  31, 1996, 3.5 times the Company's rolling four  quarter
EBITDA  exceeded the maximum funds available under the  Revolving
Credit Facility.

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

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

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

     The  Revolving  Credit  Facility  is  secured  by  liens  on
substantially  all  of  the  real and personal  property  of  the
Company  and  its  subsidiaries  other  than  The  Reserve.   The
Revolving Credit Facility prohibits any secondary liens on  these
properties  without the prior written approval  of  the  lenders.
Certain  changes  in  control of the  Company  may  constitute  a
default  under  the  Revolving Credit  Facility.   The  Revolving
Credit  Facility also requires the Company to expend two  percent
of  consolidated revenues on capital maintenance  annually.   The
Revolving  Credit Facility prohibits Ameristar from declaring  or
paying  any  dividends on the Common Stock of Ameristar  if  such
declaration or payment would result in an event of default  under
the  Revolving Credit Facility or if the Company's total leverage
ratio  (as  defined) would be less than 2.00:1.00.  The Revolving
Credit Facility binds the Company to a number of affirmative  and
negative  covenants,  including  promises  to  maintain   certain
financial  ratios within defined parameters.  As of December  31,
1996, the Company was in compliance with these covenants.

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

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

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

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

     Proceeds  of $7,137,400 from an equipment loan entered  into
by  ACCBI  with  WFB on December 12, 1995, were used  to  finance
Ameristar  Council Bluffs' slot machines, surveillance  equipment
and property signage.  The loan is secured by the equipment and a
preferred  ship mortgage on the Council Bluffs Casino subordinate
to the GECC loan.  The

<PAGE>loan  amortizes  over  four years  with  monthly  principal
payments  of approximately $149,000.  The interest rate  on  this
loan  is equal to the LIBOR rate or base rate available from time
to  time  under  the Revolving Credit Facility,  as  selected  by
ACCBI.  The final payment is due on December 12, 1999.

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

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

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

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

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

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

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

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

     Ameristar has not declared any dividends on its Common Stock
during the last two fiscal years, and the Company intends for the
foreseeable  future to retain all earnings for use  <PAGE>in  the
development of its business instead of paying cash dividends.  In
addition,  as  described  above, the  Revolving  Credit  Facility
obligates  the Company to comply with certain financial covenants
that may restrict or prohibit the payment of dividends.

FACTORS AFFECTING FORWARD-LOOKING STATEMENTS

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

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

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

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

     Some of the Company's known or future competitors in various
markets  have or may have greater name recognition and  financial
and  marketing resources than the Company.  In addition, each  of
the  Company's  currently  operating  properties  is  subject  to
changes in competitive conditions, including those resulting from
the legalization or expanded legalization

<PAGE>of gaming in jurisdictions in which the Company operates or
bordering  jurisdictions,  that could  have  a  material  adverse
effect on the Company.  See "Business."

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

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

     The   Company's   riverboat  and  dockside   facilities   in
Mississippi and Iowa could be lost from service due to  casualty,
mechanical failure, extended or extraordinary maintenance, floods
or  other  severe  weather conditions.  Cruises  of  the  Council
Bluffs  Casino  are subject to risks generally  incident  to  the
movement  of  vessels  on inland waterways,  including  risks  of
casualty  due to river turbulence and severe weather  conditions.
The loss of a riverboat or dockside facility from service for any
period  of  time  likely  would adversely  affect  the  Company's
operating results and could result in the occurrence of an  event
of a default under one or more credit facilities or contracts.

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

                              AMERISTAR CASINOS, INC.
                              (Registrant)

April 28, 1997                By:  /s/ Thomas Steinbauer
                                   Thomas Steinbauer
                                   Sr. Vice President of Finance,
                                   CFO