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, 1998
                                
                               or
                                
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

          For the transition period from             to

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

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

                   3773 HOWARD HUGHES PARKWAY
                         SUITE 490 SOUTH
                    LAS VEGAS, NEVADA  89109
            (Address of Principal Executive Offices)
                                
         Registrant's Telephone Number:  (702) 567-7000
                                
   Securities registered pursuant to Section 12(b) of the Act:
                              NONE
                        (Title of Class)
                                
   Securities registered pursuant to Section 12(g) of the Act:
                  COMMON STOCK, $.01 PAR VALUE
                        (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes    [X]      No    [  ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III  of this Form 10-K or any amendment to this
Form 10-K.   [X]

As of March 15, 1999, 20,360,000 shares of Common Stock of the
registrant were issued and outstanding.  The aggregate market
value of the voting stock of the registrant held by non-
affiliates as of March 15, 1999 was approximately $7,979,100,
based on the Nasdaq-NMS closing price for the registrant's Common
Stock on such date.

Portions of the registrant's definitive Proxy Statement for its
June 11, 1999 Annual Meeting of Stockholders (which has not been
filed as of the date of this filing) are incorporated by
reference into Part III.
<PAGE>
Explanatory Note:  This amendment is being filed to clarify the
descriptions of certain documents relating to the Registrant's
long-term debt in this Report and to correct certain typographical
errors.



     This  Report  contains  certain forward-looking  statements,
including  the  plans  and  objectives  of  management  for   the
business,  operations and economic performance  of  the  Company.
These  forward-looking statements generally can be identified  by
the  context  of the statement or the use of words  such  as  the
Company  or  its management "believes," "anticipates," "intends,"
"expects,"  "plans,"  or  words of similar  meaning.   Similarly,
statements   that   describe  the  Company's   future   operating
performance, financial results, plans, objectives, strategies  or
goals   are   forward-looking  statements.   Although  management
believes  that  the  assumptions underlying  the  forward-looking
statements  are  reasonable, these assumptions and  the  forward-
looking  statements  are subject to various  factors,  risks  and
uncertainties,  many  of  which are beyond  the  control  of  the
Company.   Accordingly,  actual results could  differ  materially
from  those  contemplated by the forward-looking statements.   In
addition  to the other cautionary statements relating to  certain
forward-looking statements throughout this Report,  attention  is
directed to "Item 1.- Business - Cautionary Information Regarding
Forward-Looking Statements" below for discussion of some  of  the
factors, risks and uncertainties that could affect the outcome of
future results contemplated by forward-looking statements.

                             PART I
                                
ITEM 1.   BUSINESS
          
INTRODUCTION
          
     Ameristar  Casinos,  Inc.  is a multi-jurisdictional  gaming
company  that owns and operates casinos and related  hotel,  food
and  beverage,  entertainment  and other  facilities,  with  five
properties in operation in Nevada, Mississippi and Iowa.  All  of
the  Company's principal operations are conducted through  wholly
owned  subsidiaries.  Unless otherwise indicated, or the  context
otherwise  requires,  the term "Ameristar"  or  "ACI"  refers  to
Ameristar Casinos, Inc., a Nevada corporation, and the  term  the
"Company"   refers  to  Ameristar  and  its  subsidiaries.    The
Company's properties are:

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

     AMERISTAR VICKSBURG - Ameristar Casino Vicksburg is  located
in  Vicksburg, Mississippi, one-quarter mile north of  Interstate
20,  the  main  east-west  thoroughfare  connecting  Atlanta  and
Dallas,  approximately  45  miles west of  Jackson,  Mississippi.
Ameristar  Vicksburg  includes  a  permanently-moored,   dockside
casino   (the   "Vicksburg   Casino")  and   related   land-based
facilities, including a 150-room hotel which opened in June  1998
(collectively, "Ameristar Vicksburg").

     AMERISTAR  COUNCIL BLUFFS - Ameristar Casino  Hotel  Council
Bluffs is located near the Nebraska Avenue exit on Interstate  29
in Council Bluffs, Iowa across the Missouri River from

<PAGE>Omaha,  Nebraska.  Ameristar  Council  Bluffs  includes   a
cruising  riverboat  casino  (the "Council  Bluffs  Casino"),  an
Ameristar   hotel   and   other  related  land-based   facilities
(collectively, "Ameristar Council Bluffs").

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

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

     The  Company's properties emphasize slot machine  play,  and
the Company periodically invests in new slot equipment to promote
customer satisfaction and loyalty. Historically, slot revenues at
each  property have exceeded 65% of total gaming revenue. All  of
the  Company's properties include table games such as  blackjack,
craps  and  roulette.  In addition, Cactus  Petes  and  Ameristar
Vicksburg  offer  poker, the Jackpot Properties and  The  Reserve
offer keno and sports book wagering and The Reserve offers bingo.
The  Company generally emphasizes competitive minimum and maximum
betting limits based on each market.

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

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

     The  Company's marketing programs also include a  number  of
promotions,  designed  primarily to  increase  the  frequency  of
customer visits within local markets particularly tied to  gaming
activities,  as well as tour and travel promotional  packages  in
certain markets. The Company uses a variety of advertising  media
to market its properties, including print,

<PAGE>television,  radio,  outdoor and internet  advertising  and
direct  mail  promotions. The level of marketing and  promotional
efforts varies among properties based on competitive and seasonal
factors in each market.

EXPANSION STRATEGY

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

     The  Company  also seeks growth in its business through  the
expansion  and  improvement  of its  existing  properties.   Some
restaurant  and  meeting room enhancements  are  currently  under
construction   at  The  Reserve.   In  addition,  Management   is
considering  several projects for The Reserve, Ameristar  Council
Bluffs and Ameristar Vicksburg, but the Company has not committed
to  any  of  these  projects  as of  the  date  of  this  Report.
Management  is currently evaluating the operating performance  of
each  of the Company's properties, the anticipated relative costs
and   benefits   of   the  projects  under   consideration,   the
availability  of  cash flow and debt financing  to  fund  capital
expenditures and competitive and other relevant factors.

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

     The  timing,  cost  and  scope of any expansion  or  capital
improvement  project of the Company will depend on,  among  other
factors,  the  Company's operating cash flow  and  the  resulting
ability  of  the Company to apply operating cash flow to  capital
expenditures  and  to  incur additional  indebtedness  under  the
Company's  Revolving Credit Facility or other  debt  instruments.
See  "Item 7. - Management's Discussion and Analysis of Financial
Condition  and  Results  of Operations -  Liquidity  and  Capital
Resources."

     <PAGE>

PROPERTY PROFILES
          
     The  following table presents selected statistical and other
information concerning the Company's properties as of  March  15,
1999.
<TABLE>
<S>         <C>        <C>        <C>        <C>        <C>
                                  AMERISTAR  AMERISTAR       
             CACTUS       THE     VICKSBURG   COUNCIL      THE
              PETES    HORSESHU   (VICKSBURG,  BLUFFS    RESERVE
            (JACKPOT,  (JACKPOT,      MS)     (COUNCIL       
               NV)        NV)                 BLUFFS,   (Henderson,
                                                IA)         NV)
OPENING  
DATE          1956       1956     Feb. 1994  Jan. 1996  Feb. 1998

CASINO                                                       
SQUARE 
FOOTAGE
(APPROX.)    25,000      3,500     35,000      28,500     41,500

SLOT           
MACHINES       796        124       1,098      1,098      1,380

TABLE          
GAMES          38          8         50          43         26

HOTEL
ROOMS          299        120        150       300(1)      224

NUMBER OF                                                    
RESTAURANTS    4/3        1/1        2/4        4/4        4/3
/BARS

RESTAURANT                                                   
/BAR   
SEATING
CAPACITY     460/80     124/40     544/57      975/93   1,057/105

GUEST                                                        
PARKING       
SPACES         908        226       1,058      1,441      1,900

OTHER       356-Seat   Keno;      364-Seat   Kids Quest Sports
AMENITIES   Showroom;  Swimming   Showroom;  Children's Book;
            Sports     Pool;      Gift Shop  Activity   Keno;
            Book;      General               Center(2); Swimming
            Keno;      Store;                Meeting    Pool;
            Meeting    Service               Space;     Bingo;
            Space;     Station               Indoor     Gift Shop
            Swimming                         Swimming
            Pool;                            Pool &
            Gift                             Spa; Gift
            Shop;                            Shop;
            Amusement                        Amusement
            Arcade                           Arcade

OPERATING  Cactus      CPI       Ameristar   Ameristar  Ameristar
SUBSIDIARY Pete's,               Casino      Casino     Casino
OR         Inc.                  Vicksburg,  Council    Las
SUBSIDI- ("CPI")                 Inc.        Bluffs,    Vegas,
ARIES                            ("ACVI")    Inc.       Inc.
                                 and AC      ("ACCBI")  ("ACLVI")
                                 Hotel
                                 Corp.(3)
</TABLE>

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

(2)  Operated by a third party.

(3)   AC Hotel Corp., a wholly owned subsidiary of ACVI, owns the
  hotel at Ameristar Vicksburg.

<PAGE>THE JACKPOT PROPERTIES
          
     The  Jackpot  Properties, which have  been  operating  since
1956, have been designed and developed and are marketed to appeal
to  three  separate  markets: budget,  quality  and  luxury.  The
Company  sets  its prices for hotel rooms, food  and  other  non-
gaming  amenities at levels that are affordable to  its  separate
customer bases. The Company's objective is to be perceived by its
customers as providing good value and high quality for the  price
charged. Cactus Petes is promoted by the Company as a destination
resort   primarily   in  the  northwestern  United   States   and
southwestern Canada. The Jackpot Properties are open 24  hours  a
day, seven days a week.

     Cactus  Petes completed a major expansion project  in  1991.
Since  1993,  Cactus Petes has annually received a  Four  Diamond
rating from the AAA, the highest rating currently awarded to  any
Nevada hotel. The Horseshu Hotel has a Three Diamond rating  from
the  AAA.  The  food  and  beverage  operations  at  the  Jackpot
Properties include a buffet, a fine dining restaurant, a  24-hour
casual  dining  restaurant, a coffee shop  and  a  snack  bar,  a
showroom  that  features  nationally  known  entertainment,   and
cocktail lounges with entertainment.

     In  January 1997, the Company completed a renovation of  its
slot  gaming  equipment at the Jackpot Properties, including  the
introduction of 587 state-of-the-art slot machines in replacement
of  older models, the linkage of all slot machines at the Jackpot
Properties  to the Company's player tracking system and  improved
sensory  appeal,  including touch screens and  enhanced  signage,
sounds   and  colors.  In  addition,  the  Company  substantially
completed  a  remodeling of the casino at The  Horseshu  in  late
1997.  Management believes that these renovations  have  promoted
customer satisfaction and have improved the effectiveness of both
targeted marketing and general advertising programs.

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

     Competition. The Company has developed a dominant  share  of
the  market  capacity in Jackpot. The Jackpot Properties  compete
with  four  other  hotels and motels (three of  which  also  have
casinos).  As of March 15, 1999, the Jackpot Properties accounted
for  approximately  55% of the lodging rooms,  55%  of  the  slot
machines  and  77%  of  the table games  in  Jackpot.  Management
believes Cactus Petes offers a more attractive environment and  a
broader and higher quality range of gaming and leisure activities
than  those  of  its  competitors. Some additional  or  renovated
facilities  have  been  introduced in Jackpot  by  the  Company's
competitors  since early 1995. The Company is not  aware  of  any
additional expansion plans by existing competitors in Jackpot.

     At least two casinos with video lottery terminals similar to
slot  machines  are operated on Native American  land  in  Idaho,
including one with approximately 200 VLT machines near

<PAGE>Pocatello that has been in operation for approximately four
years.  Casino  gaming  began on Native American  lands  in  both
western Washington and northeast Oregon in 1995, and casinos also
operate  in Alberta, Canada. See "Item 1. - Business - Cautionary
Information Regarding Forward-Looking Statements - Competition  -
The Jackpot Properties."

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

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

     The Vicksburg Casino has two restaurants, four bars (one  of
which  offers  live cabaret-style entertainment) and  a  showroom
(which  is  used  on an intermittent basis for entertainment  and
players  club promotions). Ameristar Vicksburg also includes  the
Delta Point River Restaurant situated on a bluff overlooking  the
Vicksburg Casino. This restaurant was closed in January 1998.  At
that  time,  the  Company  intended to renovate  and  reopen  the
restaurant.     However,   Management   is   considering    other
alternatives, including leasing the restaurant to a third party.

     Management   believes   Ameristar  Vicksburg's   competitive
advantages  include  its location, the size  and  design  of  the
project  and the range and quality of its amenities. The  primary
locational advantages of Ameristar Vicksburg are its proximity to
Interstate  20  and its ease of access. As discussed  above,  the
Vicksburg  Casino  is significantly wider than typical  riverboat
casinos.  In addition, management believes the overall range  and
quality  of  the  facilities, food service and  entertainment  at
Ameristar  Vicksburg  are  superior to  those  available  at  its
existing competitors.

     As  part of a long-term plan to enhance Ameristar Vicksburg,
the  Company  acquired 18 acres across from the main entrance  to
the  Vicksburg  Casino for the future development  of  additional
improvements.  The  Company constructed a  150-room  hotel  on  a
portion of this parcel which opened in June 1998. The Delta Point
Inn,  a 54-room budget motel that pre-existed the development  of
Ameristar Vicksburg, was taken out of service and demolished in

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

     Market.   The  primary  market for  Ameristar  Vicksburg  is
residents  of the Jackson and Vicksburg, Mississippi and  Monroe,
Louisiana areas; tourists coming to Vicksburg primarily to  visit
the Vicksburg National Military Park; and other traffic traveling
on  Interstate  20, a major east-west thoroughfare that  connects
Atlanta and Dallas.

     Vicksburg,   with  a  population  of  approximately   30,000
persons,  is  located 45 miles west of Jackson,  the  capital  of
Mississippi. According to the 1990 U.S. Census, the  Jackson  and
Vicksburg   metropolitan  areas  had  a   total   population   of
approximately 440,000 persons. Approximately 800,000 people  live
within  Ameristar Vicksburg's 17-county primary market area.  The
Vicksburg National Military Park, located within three  miles  of
Ameristar   Vicksburg,  draws  approximately  900,000  registered
visitors  a  year.  Interstate  20 (which  connects  Atlanta  and
Dallas)  passes  directly  through Vicksburg.  According  to  the
Mississippi  Department  of  Transportation,  approximately   7.3
million  vehicles  drove  across  the  Interstate  20  bridge  at
Vicksburg  during  1998.  As of March  15,  1999,  Vicksburg  had
approximately  1,802  lodging rooms.  The  Vicksburg  Chamber  of
Commerce has estimated that the 1998 average hotel occupancy rate
in  Vicksburg  was approximately 70%. Gaming revenues  in  Warren
County,  Mississippi for the 52 weeks ended  December  19,  1998,
were approximately $202.2 million.

     Competition.  Ameristar Vicksburg is subject to  competition
from  three  local  competitors, from casinos in  Shreveport  and
Bossier  City,  Louisiana, and from a Native American  casino  in
Philadelphia,  Mississippi. Ameristar Vicksburg has approximately
1,402  gaming positions or 32.8% of the total number of positions
in Warren County. Based on available data, Ameristar Vicksburg is
currently the market leader in Warren County and generated gaming
revenues  in 1997 and 1998 representing approximately  32.9%  and
31.5%,   respectively,  of  the  total  market  gaming  revenues.
Management attributes Ameristar Vicksburg's leading market  share
position  to  the  effectiveness of the Company's  marketing  and
promotional strategy, the property's proximity to and  visibility
from  Interstate 20, its ease of access, the size and  design  of
the facility and the range and quality of the amenities offered.

     Several potential gaming sites still exist in Warren  County
and Vicksburg and from time to time potential competitors propose
the  development of additional casinos in or near Vicksburg.  The
Company  is involved in legal proceedings in which it is  alleged
that the Company and certain other parties engaged in conduct  to
oppose  the development of a casino between Vicksburg and Jackson
in  violation  of  Mississippi's antitrust and gaming  regulatory
laws.     See  "Item  1.  -  Business  -  Cautionary  Information
Regarding  Forward-Looking Statements - Competition  -  Ameristar
Vicksburg." and "Item 3. - Legal Proceedings."

     <PAGE>

AMERISTAR COUNCIL BLUFFS
          
     The  Company opened Ameristar Council Bluffs in January 1996
under   one  of  three  gaming  licenses  currently  issued   for
Pottawattamie  County, Iowa. On the bank of  the  Missouri  River
across from Omaha, Nebraska, Ameristar Council Bluffs is adjacent
to the Nebraska Avenue exit on Interstate 29 immediately north of
the  junction  of  Interstate 29 and Interstate 80.  The  Company
designed  Ameristar  Council  Bluffs  as  a  destination   resort
intended to serve as an entertainment centerpiece of the  region.
Ameristar Council Bluffs features architecture reminiscent  of  a
gateway  river  town  in the late 1800s. The  design  complements
existing  characteristics  of Council  Bluffs  while  giving  the
facility  its  own  distinctive  personality.  Ameristar  Council
Bluffs  opened  in  stages  during  1996  and  early  1997.   The
approximately  50-acre Ameristar Council  Bluffs  site  is  large
enough   to   accommodate  future  land-based   expansion   under
consideration  by  the  Company.  See "Item  7.  -  Management's'
Discussion  and  Analysis of Financial Condition and  Results  of
Operations - Liquidity and Capital Resources."

     The  Council Bluffs Casino is an approximately 40,000 square
foot,  two-level  riverboat measuring 272 feet long  by  98  feet
wide. By building the vessel with only two levels that have  high
ceilings  and making it 98 feet wide, the casino has the spacious
feel  of a land-based facility. Both levels of the riverboat  are
connected  by escalators and an elevator. The casino is  open  24
hours a day, seven days a week and is required to make a two-hour
cruise a minimum of 100 days within the "excursion season," which
is  defined as April 1 through October 31. If the riverboat fails
to  satisfy this cruising requirement, it will not be allowed  to
operate  during  the balance of the year.  However,  the  Company
believes that the Iowa Racing and Gaming Commission would grant a
release   from   this   requirement  should  dangerous   cruising
conditions preclude the riverboat from making the minimum  number
of cruises.

     Guests  enter the riverboat from shore via an enclosed  ramp
from the 68,000-square foot Main Street Pavilion. The Main Street
Pavilion  is  a  self-contained complex  featuring  an  Ameristar
hotel,  restaurants and entertainment options  for  children  and
adults.  The interior of the Pavilion is designed to replicate  a
Victorian-era  main  street.  The  main  level  of  the  Pavilion
includes  a buffet, a 24-hour casual dining restaurant,  a  steak
house and a sports bar cabaret, all of which are operated by  the
Company.  Rising  above  the Pavilion is a five-story,  160-room,
full-service Ameristar hotel that offers a panoramic view of  the
Missouri  River  and the Council Bluffs Casino. The  Main  Street
Pavilion  also includes a children's activity center operated  by
New Horizon Kids Quest, Inc. and owned by a joint venture between
that company and Ameristar Council Bluffs.

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

     <PAGE>

     Market.  Council  Bluffs has a population  of  approximately
54,300  people.  Council Bluffs forms part of the greater  Omaha,
Nebraska/Council Bluffs, Iowa metropolitan area, which  according
to  the  1990  U.S.  Census  had  a population  of  approximately
640,000.  Approximately 1.1 million people live within a  50-mile
radius, and approximately 1.6 million people live within  a  100-
mile  radius, of Council Bluffs. The median household  income  of
the  greater metropolitan area is approximately $40,000, with  an
unemployment rate of approximately 2.1%. Based on available data,
Council Bluffs is currently the strongest gaming market in  Iowa.
Gaming  revenues in Pottawattamie County, Iowa for the 12  months
ended  February  28, 1999, were $297.4 million,  an  increase  of
$25.2 million over the prior 12-month period.

     Competition.  Three  gaming licenses have  been  issued  for
Pottawattamie County, Iowa to Iowa West Racing Association. ACCBI
operates  the  Council  Bluffs Casino pursuant  to  an  operating
agreement  with Iowa West Racing Association. The  other  casinos
operating  under  these  licenses  are  Harveys  Casino   Resorts
("Harveys"), which operates a riverboat casino in close proximity
to  Ameristar  Council Bluffs, and Bluffs Run, a  year-round  dog
track  owned  by Iowa West Racing Association that has  a  gaming
license  limited to the operation of reel-style  and  video  slot
machines that meet the definition of "games of chance" under  the
Iowa  statutes.  Bluffs  Run, which opened  in  March  1995,  has
approximately  1,200  slot  machines, a  restaurant,  buffet  and
lounge  entertainment. The Company believes that Bluffs Run  will
continue  to provide significant competition due to its advantage
of being the only land-based facility in the market.

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

     The  average  monthly  market share of  gaming  revenues  of
Ameristar  Council  Bluffs was approximately 28.9%  during  March
1998  through February 1999, approximately 7.3 and 6.1 percentage
points  behind  Bluffs  Run and Harveys, respectively.  See  also
"Item  1.  - Business - Cautionary Information Regarding Forward-
Looking Statements - Competition - Ameristar Council Bluffs."

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

     The  Reserve,  which is open 24 hours a day,  seven  days  a
week,  includes approximately 42,000 square feet of casino  space
(with  approximately  1,380 slot machines  and  approximately  26
table games), 224 hotel rooms, four restaurants (a buffet, a  24-
hour  casual dining<PAGE>restaurant, a steak house and an Italian
restaurant), three bars and lounges, a sports book, keno,  bingo,
approximately   1,900   surface  parking  spaces,   back-of-house
facilities and a

<PAGE>  swimming  pool. The Company is currently  remodeling  the
Italian   restaurant,   expanding  the  24-hour   casual   dining
restaurant and adding two fast food outlets.  Meeting  rooms  are
also  being added.  The food and beverage operations and back-of-
house facilities will support future expansion of The Reserve.

     The  Company's total acquisition and construction budget for
The  Reserve, including capitalized construction period interest,
preopening   costs,   design  costs  (including   those   for   a
contemplated Phase II addition) and acquisition costs was  $135.0
million.   The ultimate master plan has been designed for  phased
expansions  of the gaming areas, additional hotel towers,  multi-
level   parking,   and   other  amenities  such   as   additional
restaurants.  However, the Company currently does  not  have  any
plans  for  further  expansion of The Reserve.  See  "Item  7.  -
Management's  Discussion and Analysis of Financial Condition  and
Results  of  Operations  - Liquidity and Capital  Resources"  for
additional information concerning the potential expansion of  The
Reserve.

     Market.   The gaming market in the greater metropolitan  Las
Vegas  area  includes segments for local residents and  visitors,
and  both  segments  of this market are subject  to  intense  and
dynamic  competition. The Reserve competes  primarily  for  local
customers  in the Henderson-Green Valley suburban community.  The
Company  also markets The Reserve to visitors, including  persons
driving  to and from Arizona via Interstate 515, persons  driving
between  California and Lake Mead and other visitors to  the  Las
Vegas area who desire lodging in Henderson-Green Valley.

     The  Las  Vegas  metropolitan area was the  fastest  growing
metropolitan area, and Henderson was the fastest growing city  in
the  United  States  during the first half  of  the  1990s,  with
population  increases of 26% and 57%, respectively. According  to
the  1998  Las Vegas Perspective, the population of Clark  County
increased  by  6.1%  from  1996 to 1997  and  the  population  of
Henderson  increased by 12.0% for the same period.   In  February
1997,  the  Nevada  State  Demographer's  Office  estimated   the
population  of  Clark  County, Nevada was 1.1  million,  and  the
population  of Henderson and Boulder City (a community  south  of
Henderson) was 144,800. The Henderson Building Department reports
that  building permits were issued in 1998 for 6,286  new  single
and   multi-family  residential  housing  units   in   Henderson.
According   to   the   Nevada   Department   of   Transportation,
approximately 110,000 vehicles per day currently pass through the
junction of Interstate 515 and Lake Mead Drive, the site  of  The
Reserve.   No  assurance  can  be  given  that  the   Las   Vegas
metropolitan  area and Henderson-Green Valley  will  continue  to
experience population growth or that growth will continue for any
particular  period of time or at the same rates as in the  recent
past.

     Competition.  In  June  1997, Station Casinos,  Inc.  opened
Sunset  Station, a casino-hotel approximately 3.5 miles north  of
The  Reserve site along Interstate 515. There are two other large
local-market  casino  hotels within  11  miles  of  The  Reserve.
Management believes that additional competing casino-hotels  will
be  developed  in  Henderson-Green Valley, and  plans  have  been
announced for the development of two casino-hotels within  a  3.5
mile radius of The Reserve. In addition, The Reserve competes  to
a  lesser extent with a number of small, limited service  casinos
that  currently  operate  within a five-mile  radius.  Additional
competition in this

<PAGE>area  is anticipated over time. See "Item 1. -  Business  -
Cautionary  Information  Regarding Forward-Looking  Statements  -
Competition - The Reserve."

EMPLOYEES
          
     As  of  March  15, 1999, the Company employed  approximately
3,897  full-time employees and 329 part-time employees.  None  of
the   Company's  current  employees  is  employed   pursuant   to
collective  bargaining  or  other union arrangements.  Management
believes its employee relations are good.

CAUTIONARY   INFORMATION   REGARDING   FORWARD- LOOKING STATEMENTS
          
COMPETITION
          
     General.   The  Company competes for customers primarily  on
the  basis  of  the location and quality of its  properties,  the
quality,  range  and  pricing  of non-gaming  amenities  such  as
hotels,  restaurants and entertainment and the  strength  of  its
marketing and promotional campaigns. Some of the Company's  known
or future competitors in various markets have or may have greater
name  recognition and financial and marketing resources than  the
Company.

     In  addition,  each  of  the Company's  currently  operating
properties is located in a jurisdiction that restricts gaming  to
certain  areas and/or borders a state that prohibits or restricts
gaming  operations,  which restrictions and prohibitions  provide
substantial benefits to the Company's business and its ability to
attract  and  retain  customers.  The  legalization  or  expanded
legalization or authorization of gaming within a market  area  of
one  of  the  Company's properties could have an adverse  effect,
which  may  be  material,  on the Company's  business,  financial
condition and results of operations.

     The  Jackpot Properties.  In addition to local casinos,  the
Jackpot  Properties  are  subject  to  existing  and  potentially
expanded  competition  from casinos  in  other  portions  of  the
Pacific  Northwest, including existing casinos on Native American
lands   near   Pocatello,  Idaho  and  in   western   Washington,
northeastern Oregon and Alberta, Canada. Management believes that
the  currently  operating casinos in the outer market  negatively
impacted  the performance of the Jackpot Properties beginning  in
1996. Although the Company responded to the increased competition
by  renovating  its  slot  equipment at the  Jackpot  Properties,
remodeling  the  casino at The Horseshu and increasing  marketing
efforts,   which  steps  management  believes  have  demonstrated
initial success, no assurances can be given with respect  to  the
future  competitive  effects on the Jackpot Properties  of  these
casinos.

     The  expansion of casino gaming on Native American lands  in
southern Idaho, eastern Oregon or eastern Washington could have a
material  adverse  effect  on  the  Jackpot  Properties  and  the
Company.  Notwithstanding  a 1992 Idaho constitutional  amendment
that  prohibits all forms of casino gaming and the Indian  Gaming
Regulatory   Act   of  1988  ("IGRA"),  which  restricts   gaming
operations  on Native American land to those allowed under  state
law,  video lottery terminal ("VLT") casinos, including  the  one
near  Pocatello, are currently being operated on Native  American
lands in Idaho. While these VLT casinos may be in violation of

<PAGE>IGRA,   federal  officials   have   not   taken   any
enforcement action against these operations. The failure  of  the
federal government to take such enforcement action could lead  to
the expansion of casino gaming on Native American lands in Idaho.
The  Shoshone-Paiute Tribes recently signed a  compact  with  the
governor which had a declaratory judgment to determine what forms
of  gaming  are  legal.  The compact  was  not  ratified  by  the
legislature. However, the U.S. attorney has indicated in  written
correspondence  to the legislature that she will  begin  pursuing
legal action against the tribes.

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

     Ameristar  Vicksburg.   Ameristar Vicksburg  is  subject  to
competition  from  three  local  competitors,  from  casinos   in
Shreveport  and  Bossier  City,  Louisiana,  and  from  a  Native
American  casino  in  Philadelphia,  Mississippi.  Due   to   the
intensity  of  competition  in  the Vicksburg  market,  Ameristar
Vicksburg's  business to date has been dependent upon  continuous
and  aggressive  marketing  and promotional  efforts.  Management
believes  that  competition from the casinos  in  Shreveport  and
Bossier   City,  Louisiana  and  Philadelphia,  Mississippi   has
resulted  in  a recent shrinkage in the territorial size  of  the
Vicksburg gaming market.

     Several potential gaming sites still exist in Warren  County
and  Vicksburg,  and  from  time to  time  potential  competitors
propose  the  development  of  additional  casinos  in  or   near
Vicksburg. Accordingly, no assurance can be given that additional
competitors will not enter the market. Additional competition  in
Vicksburg  could  have  a material adverse  effect  on  Ameristar
Vicksburg and the Company.

     In  addition, the Company is aware of potential sites on the
Big Black River near Interstate 20 between Jackson and Vicksburg,
which,  if  developed,  would provide a  significant  competitive
advantage over Ameristar Vicksburg and other gaming operations in
Warren  County due to their closer proximity to Jackson. However,
there  currently is no exit off Interstate 20 in the vicinity  of
these sites, the area surrounding these sites is undeveloped  and
lacks  any  infrastructure  and these  sites  may  not  meet  the
navigable  waterway  requirements  of  Mississippi  law  for  the
development of a casino. In December 1996, the Mississippi Gaming
Commission  rejected  an application for  the  development  of  a
casino  at  one of these sites, which denial was appealed  by  an
adjoining landowner and the license applicant. In December  1997,
a  Mississippi  circuit  court  issued  an  order  reversing  the
decision  of  the Mississippi Gaming Commission and remanded  the
application  to  the  Mississippi Gaming Commission  for  further
proceedings. The Mississippi Gaming Commission has appealed  this
court  order.   In  addition, the Company is  involved  in  legal
proceedings  in which it is alleged that the Company and  certain
other  parties  engaged in conduct to oppose this application  in
violation of Mississippi's antitrust and gaming regulatory  laws.
See "Item 3. - Legal Proceedings." The development of a casino on
the  Big Black River likely would have a material adverse  effect
on Ameristar Vicksburg and the Company.

     <PAGE>If Mississippi law were amended to permit gaming
in  Jackson,  the development of one or more casinos there  would
materially impact Ameristar Vicksburg and the Company. Management
is  not aware of any current proposals that would permit such  an
expansion of gaming in Mississippi.

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

     In  September  1998, the Iowa Racing and  Gaming  Commission
passed a regulation limiting the number of gaming licenses in the
State  of  Iowa  to  those currently issued.  Unless  legislative
action is taken to overrule or modify that regulation, there will
be no more licenses granted in the State of Iowa.

     A  ballot  initiative was proposed in 1996 that  would  have
authorized  slot machines and casino gaming at certain  locations
in  Nebraska, including Omaha, which is across the Missouri River
from Council Bluffs. This initiative was not placed on the ballot
due  to the determination of the Nebraska Secretary of State that
an  insufficient  number  of petition signatures  were  obtained.
Although  no assurances can be given, management believes  it  is
unlikely that any further legislative action or voting referendum
that would authorize casino gaming in Nebraska will be acted upon
prior  to  2000. The introduction of casino gaming  in  Nebraska,
especially  in  the  Omaha area, likely  would  have  a  material
adverse effect on the Company.

     The  Reserve.  In  June 1997, Station Casinos,  Inc.  opened
Sunset  Station, a casino-hotel approximately 3.5 miles north  of
The  Reserve along Interstate 515. Sunset Station is larger  than
The Reserve, and Station Casinos, Inc. has operated casinos aimed
at  local  Las  Vegas residents for many years. Two  other  large
local-market  casino hotels are located within 11  miles  of  The
Reserve.  Plans have also been announced for the development of a
casino-hotel  approximately 3.5 miles west of The  Reserve,  near
the junction of Green Valley Parkway and Lake Mead Drive.

     Management  is  aware  of several sites  in  Henderson-Green
Valley that have been zoned for casino-hotel and believes  it  is
likely additional casino resorts ultimately will be developed  in
Henderson-Green Valley and other portions of the southeastern Las
Vegas  metropolitan  area.  To date, no meaningful  announcements
have  been made related to any future casino development  in  the
immediate market in which The Reserve operates.

     Interstate 215 is expected to be extended from the  West  to
intersect   Interstate  515  adjacent  to  The   Reserve.    This
interchange is currently in the design stages, and the design  is
expected  to  affect The Reserve.  In addition,  construction  of
Interstate 215 which is currently ongoing, has affected and  will
continue to affect traffic flow on Lake Mead Drive.

     <PAGE>


SUBSTANTIAL LEVERAGE AND ABILITY TO SATISFY DEBT OBLIGATIONS

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

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

CONSTRUCTION AND DEVELOPMENT RISKS; RISKS OF NEW VENTURES

     General  Construction and Development  Risks.   Construction
and  expansion  projects  under consideration for  the  Company's
properties  entail  significant  risks,  including  shortages  of
materials (including slot machines or other gaming equipment)  or
skilled  labor, unforeseen construction scheduling,  engineering,
environmental  or  geological problems, work  stoppages,  weather
interference,   floods,  fires,  other   casualty   losses,   and
unanticipated   cost  increases.   The  anticipated   costs   and
construction periods for construction projects of the Company are
based  upon budgets, conceptual design documents and construction
schedule estimates prepared by

<PAGE>the  Company  in  consultation  with  its  architects   and
contractors, and no assurance can be given that any project  will
be completed on time, if at all, or on budget or that the Company
will  be  able  to fund any budget overrun amounts. Variances  in
construction  time periods or budgets could be substantial.   The
completion  date of any construction project of the  Company  may
differ  significantly from initial expectations for construction-
related or other reasons.

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

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

     Risks  of  Cost  Overruns.   The cost  of  any  construction
project  undertaken  by the Company may vary  significantly  from
initial  current expectations, and the Company may have a limited
amount of capital resources to fund cost overruns on any project.
If  the  Company cannot finance such cost overruns  on  a  timely
basis,  the  completion of one or more projects  may  be  delayed
until  adequate cash flow from operations or other  financing  is
available.

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

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

     Craig   H.  Neilsen,  the  Company's  president  and   chief
executive  officer, owns approximately 86.9% of  the  outstanding
shares of Common Stock of Ameristar. As a result, Mr. Neilsen has
the  power to control the management and daily operations of  the
Company. The Company is dependent on the continued performance of
Mr. Neilsen and his management team. The loss of the services  of
Mr.  Neilsen  or any other executive officer of the  Company  may
have  a material adverse effect on the Company. In addition,  the
death  of  Mr. Neilsen could result in the need for  his  estate,
heirs or devisees to sell a substantial number of shares of

<PAGE>the  Common  Stock to obtain funds to pay  inheritance  tax
liabilities.   Certain changes in control of  the  Company  could
result  in  the acceleration of the Company's principal long-term
credit facilities.

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

GAMING LICENSING AND REGULATION

     The  ownership and operation of casino gaming facilities are
subject  to extensive state and local regulation.  The States  of
Iowa, Mississippi and Nevada and the applicable local authorities
require various licenses, findings of suitability, registrations,
permits  and  approvals  to  be  held  by  the  Company  and  its
subsidiaries.   The  Iowa  Racing  and  Gaming  Commission,   the
Mississippi  Gaming Commission and the Nevada  Gaming  Commission
may, among other things, limit, condition, suspend, revoke or not
renew  a  license  or  approval  to  own  the  stock  of  any  of
Ameristar's    Iowa,   Mississippi   or   Nevada    subsidiaries,
respectively,  for any cause deemed reasonable by such  licensing
authority.   Gaming  licenses require periodic renewal  currently
every   two   years  in  Mississippi,  and  annually   in   Iowa.
Substantial  fines  or  forfeiture of assets  for  violations  of
gaming laws or regulations may be levied against Ameristar,  such
subsidiaries   and   the  persons  involved.    The   suspension,
revocation or non-renewal of any of the Company's licenses or the
levy  on the Company of substantial fines or forfeiture of assets
would  have a material adverse effect on the Company's  business,
financial  condition and results of operations.  The  Company  is
subject  to substantial gaming taxes and fees imposed by  various
governmental authorities, which are subject to increase.

     To date, the Company has obtained all governmental licenses,
findings  of  suitability, registrations, permits  and  approvals
necessary  for  the operation of its currently  operating  gaming
activities.   However, gaming licenses and related approvals  are
deemed  to be privileges under Iowa, Mississippi and Nevada  law,
and no assurances can be given that any new licenses, permits and
approvals  that may be required in the future will  be  given  or
that  existing ones will be maintained or extended.  In addition,
changes  in  law could restrict or prohibit gaming operations  of
the  Company  in  any  jurisdiction, and  certain  jurisdictions,
including  Iowa, require the periodic reauthorization  of  gaming
activities.  No assurance can be given that gaming operations  of
the  type conducted by the Company will continue to be authorized
in  any  jurisdiction.   Such  a change  in  law  or  failure  to
reauthorize  gaming activities could substantially  diminish  the
value of the Company's assets in such a jurisdiction and

<PAGE>otherwise  have  a material  adverse  effect  on  the
Company's   business,   financial  condition   and   results   of
operations.  See "Item 1. -Business - Government Regulations."

MISSISSIPPI ANTI-GAMING INITIATIVES
          
     In  Mississippi, two referenda were proposed in 1998  which,
if  approved, would have amended the Mississippi Constitution  to
ban  gaming in Mississippi and would have required all currently-
legal  gaming  operations  to  cease  two  years  thereafter.   A
Mississippi State Circuit Court judge ruled that the first of the
proposed  referenda was invalid because, among other reasons,  if
failed  to include required information regarding its anticipated
effect  on  government revenues.  Proponents  of  the  referendum
filed  an  appeal  with the Mississippi Supreme  Court,  and  the
Supreme Court affirmed the Circuit Court ruling on procedural and
other grounds.  The second referendum proposal included the  same
language on government revenues as the first referendum  and  was
struck  down by another Mississippi State Circuit Court judge  on
the  same  grounds  as the first.  Any such  referendum  must  be
approved by the Mississippi Secretary of State and signatures  of
approximately  98,000  registered voters  must  be  gathered  and
certified in order for the proposal to be included on a statewide
ballot  for  consideration by the voters.  The next election  for
which  the  proponents could attempt to place such a proposal  on
the ballot would be in November 2000.  It is likely at some point
that  a  revised  initiative will be  filed  which  will  address
adequately the issues regarding the effect on government revenues
of a prohibition on gaming in Mississippi.

LOSS OF RIVERBOAT AND DOCKSIDE FACILITIES FROM SERVICE
          
     The   Company's   riverboat  and  dockside   facilities   in
Mississippi and Iowa could be lost from service due to  casualty,
mechanical failure, extended or extraordinary maintenance, floods
or other severe weather conditions. Cruises of the Council Bluffs
Casino are subject to risks generally incident to the movement of
vessels on inland waterways, including risks of casualty  due  to
river  turbulence  and  severe weather conditions.  In  addition,
United States Coast Guard regulations set limits on the operation
of  vessels,  require  that  vessels be  operated  by  a  minimum
complement of licensed personnel and require a hull inspection at
a United States Coast Guard approved dry docking facility for all
cruising   riverboats  at  five-year  intervals.  Less  stringent
inspection  requirements  apply to  permanently  moored  dockside
vessels  like the Vicksburg Casino. The Council Bluffs Casino  is
not  scheduled for re-inspection by the United States Coast Guard
until November 2000. The Ameristar Vicksburg site has experienced
some  instability  that  has required  periodic  maintenance  and
improvements.   The  Company  is  currently  in  the  process  of
reinforcing the cofferdam basin in which the vessel floats and is
monitoring the site to evaluate what further steps, if  any,  may
be  necessary  to  stabilize the site  to  permit  operations  to
continue.   A  site failure would require Ameristar Vicksburg  to
limit  or  cease operations. The loss of a riverboat or  dockside
facility  from  service  for  any period  of  time  likely  would
adversely  affect the Company's operating results  and  borrowing
capacity under its long-term debt facilities and could result  in
the  occurrence of an event of a default under one or more credit
facilities or contracts.

     <PAGE>

ENVIRONMENTAL RISKS AND REGULATION
          
     As  is the case with any owner or operator of real property,
the  Company is subject to a variety of federal, state and  local
governmental regulations relating to the use, storage, discharge,
emission  and disposal of hazardous materials. Failure to  comply
with  environmental laws could result in the imposition of severe
penalties or restrictions on operations by government agencies or
courts  of  law  which  could adversely  affect  operations.  The
Company does not have environmental liability insurance to  cover
most  such  events,  and  the environmental  liability  insurance
coverage   it   maintains  to  cover  certain   events   includes
significant  limitations  and exclusions.  In  addition,  if  the
Company  discovers  any  significant environmental  contamination
affecting any of its properties, the Company could face  material
remediation  costs  or additional development  costs  for  future
expansion activities. See "Item 2. - Properties."

YEAR 2000 RISKS
          
     The   Company  uses  computers  extensively  to  assist  its
employees  in providing good service to its guests and to  assist
management in monitoring the Company's operations.  The Company's
hotel front desks, for example, are highly computerized so as  to
expedite  check-in  and  check-out  of  guests.   Similarly,  the
Company  uses  computers in the back-of-the-house  to  facilitate
purchasing  and  maintaining inventory records.  In  the  casino,
computers  are  used  to  monitor gaming  activity  and  maintain
customer  records, such as credit availability and points  earned
by members of the Company's slot clubs.

     Computers  on occasion fail, irrespective of the  Year  2000
issue.  For this reason, where appropriate, the Company maintains
paper  and  magnetic  back-ups and the  Company's  employees  are
trained  in  the use of manual procedures.  When the  front  desk
computer fails, for example, the Company's employees continue  to
check guests in and out using manual methods.

     However,  the risks to the Company from the Year 2000  issue
could  be  substantial.  Most of the Company's guest  rooms,  for
example, are easily accessed only by elevator, and most elevators
incorporate  some computer technology.  Likewise,  the  Company's
heating,  ventilation, life safety and air  conditioning  systems
are highly computerized and, of course, critical to the Company's
operations.  The Company is also exposed to the risk that one  or
more  of  its  vendors  or suppliers could experience  Year  2000
problems  that  may  impact their ability to  provide  goods  and
services.  Although this is not considered as significant a  risk
with respect to the suppliers of goods due to the availability of
alternative  suppliers, the disruption of  certain  services,  in
particular  utilities  and financial services,  could,  depending
upon the extent of the disruption, have a material adverse impact
on   the   Company's  operations.   See  "Item  7.   Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations" for additional information on the Company's Year 2000
strategies and costs of achieving Year 2000 readiness.

<PAGE>

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

     NEVADA.   The  ownership  and  operation  of  casino  gaming
facilities in Nevada are subject to (i) the Nevada Gaming Control
Act  and  the  regulations promulgated thereunder  (collectively,
"Nevada  Act"); and (ii) various local regulations. The Company's
operations are subject to the licensing and regulatory control of
the  Nevada  Gaming Commission ("Nevada Commission"), the  Nevada
State Gaming Control Board ("Nevada Board"), and, in the case  of
the  Jackpot  Properties, the Liquor Board of  Elko  County.  The
Company's  operations at The Reserve are subject to the licensing
and  regulatory  control  of the City of  Henderson.  The  Nevada
Commission,  the  Nevada Board, the City  of  Henderson  and  the
Liquor Board of Elko County are collectively referred to in  this
section as the "Nevada Gaming Authorities."

     The  laws,  regulations and supervisory  procedures  of  the
Nevada  Gaming Authorities are based upon declarations of  public
policy  which  are concerned with, among other  things,  (i)  the
prevention of unsavory or unsuitable persons from having a direct
or  indirect  involvement with gaming  at  any  time  or  in  any
capacity;  (ii)  the establishment and maintenance  of  effective
controls over the financial practices of licensees, including the
establishment  of minimum procedures for internal fiscal  affairs
and  the  safeguarding  of assets and revenues,  (iii)  providing
reliable  record  keeping and requiring the  filing  of  periodic
reports  with the Nevada Gaming Authorities; (iv) the  prevention
of  cheating and fraudulent practices; and (v) providing a source
of  state and local revenues through taxation and licensing fees.
Change  in  such laws, regulations and procedures could  have  an
adverse effect on the Company's gaming operations.

     CPI, which operates the Jackpot Properties, and ACLVI, which
operates  The Reserve, are required to be licensed by the  Nevada
Gaming  Authorities.  The gaming licenses  require  the  periodic
payment of fees and taxes and are not transferable. Ameristar  is
registered  by  the  Nevada  Commission  as  a  publicly   traded
corporation  (a  "Registered Corporation")  and  has  been  found
suitable  to own the stock of CPI and ACLVI, which are  corporate
licensees  ("Corporate Licensee") under the terms of  the  Nevada
Act.   As   a  Registered  Corporation,  Ameristar  is   required
periodically  to submit detailed financial and operating  reports
to  the Nevada Commission and furnish any other information which
the  Nevada  Commission  may require.  No  person  may  become  a
stockholder  of,  or receive any percentage of  profits  from,  a
Corporate Licensee without first obtaining licenses and approvals
from  the  Nevada Gaming Authorities. The Company, CPI and  ACLVI
have  obtained  from  the Nevada Gaming Authorities  the  various
registrations,  findings of suitability, approvals,  permits  and
licenses  currently  required  in  order  to  engage  in   gaming
activities in Nevada.

<PAGE>

     The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with,
CPI,  ACLVI  or  Ameristar  in order to  determine  whether  such
individual  is  suitable  or should be  licensed  as  a  business
associate  of a gaming licensee. Officers, directors and  certain
key  employees of CPI and ACLVI must file applications  with  the
Nevada  Gaming Authorities and may be required to be licensed  or
found  suitable  by  the  Nevada  Gaming  Authorities.  Officers,
directors  and  key employees of Ameristar who are  actively  and
directly  involved in gaming activities of CPI or  ACLVI  may  be
required  to  be reviewed or found suitable by the Nevada  Gaming
Authorities.   The  Nevada  Gaming  Authorities   may   deny   an
application  for  licensing  for  any  cause  which   they   deem
reasonable. A finding of suitability is comparable to  licensing,
and  both  require submission of detailed personal and  financial
information  followed by a thorough investigation. The  applicant
for  licensing or a finding of suitability must pay all the costs
of  the  investigation.  Changes in licensed  positions  must  be
reported  to  the Nevada Gaming Authorities, and in  addition  to
their  authority  to  deny  an  application  for  a  finding   of
suitability  or  licensure, the Nevada  Gaming  Authorities  have
jurisdiction to disapprove a change in a corporate position.

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

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

     If  it  were determined that the Nevada Act was violated  by
CPI  or  ACLVI, the gaming licenses it holds or has  applied  for
could  be  limited,  denied, conditioned, suspended  or  revoked,
subject  to  compliance  with certain  statutory  and  regulatory
procedures.  In addition, CPI, ACLVI, Ameristar and  the  persons
involved  could be subject to substantial fines for each separate
violation  of  the  Nevada Act at the discretion  of  the  Nevada
Commission.  Further,  a supervisor could  be  appointed  by  the
Nevada  Commission to operate CPI's or ACLVI's gaming  properties
and,  under certain circumstances, earnings generated during  the
supervisor's appointment (except for the reasonable rental  value
of  the  premises)  could be forfeited to the  State  of  Nevada.
Limitation, conditioning or suspension of any gaming  license  or
the  appointment of a supervisor could (and denial or  revocation
of   any   gaming  license  would)  materially  adversely  affect
Ameristar's gaming operations.

     Any  beneficial  holder  of Ameristar's  voting  securities,
regardless of the number of shares owned, may be required to file
an  application, be investigated, and have his suitability  as  a
beneficial holder of Ameristar's voting securities determined  if
the  Nevada Commission has reason to believe that such  ownership
would otherwise be inconsistent with the declared

<PAGE>policy of the State of Nevada. The applicant must  pay  all
costs  of investigation incurred by the Nevada Gaming Authorities
in conducting any such investigation.

     The  Nevada  Act requires any person who acquires beneficial
ownership  of  more than 5% of a Registered Corporation's  voting
securities  to  report the acquisition to the Nevada  Commission.
The  Nevada Act requires that beneficial owners of more than  10%
of  a  Registered Corporation's voting securities  apply  to  the
Nevada Commission for a finding of suitability within thirty days
after  the Chairman of the Nevada Board mails the written  notice
requiring   such   filing.   Under  certain   circumstances,   an
"institutional  investor", as defined in the  Nevada  Act,  which
acquires  more than 10%, but not more than 15%, of  a  Registered
Corporation's   voting  securities  may  apply  to   the   Nevada
Commission  for a waiver of such finding of suitability  if  such
institutional investor holds the voting securities for investment
purposes  only. An institutional investor shall not be deemed  to
hold  voting securities for investment purposes unless the voting
securities were acquired and are held in the ordinary  course  of
business as an institutional investor and not for the purpose  of
causing,  directly or indirectly, the election of a  majority  of
the   members  of  the  board  of  directors  of  the  Registered
Corporation, any change in the Registered Corporation's corporate
charter,  bylaws,  management,  policies  or  operations  of  the
Registered Corporation, or any of its gaming affiliates,  or  any
other action which the Nevada Commission finds to be inconsistent
with  holding the Registered Corporation's voting securities  for
investment purposes only. Activities which are not deemed  to  be
inconsistent  with  holding  voting  securities  for   investment
purposes  only  include (i) voting on all  matters  voted  on  by
stockholders;  (ii)  making  financial  and  other  inquiries  of
management  of the type normally made by securities analysts  for
informational  purposes  and  not  to  cause  a  change  in   its
management,  policies  or  operations;  and  (iii)   such   other
activities  as  the  Nevada  Commission  may  determine   to   be
consistent with such investment intent. If the beneficial  holder
of voting securities who must be found suitable is a corporation,
partnership  or  trust,  it  must submit  detailed  business  and
financial information including a list of beneficial owners.  The
applicant is required to pay all costs of investigation.

     Any  person  who fails or refuses to apply for a finding  of
suitability or a license within 30 days after being ordered to do
so  by the Nevada Commission or the Chairman of the Nevada Board,
may  be found unsuitable. The same restrictions apply to a record
owner  if the record owner, after request, fails to identify  the
beneficial owner. Any stockholder found unsuitable and who holds,
directly  or indirectly, any beneficial ownership of  the  common
stock  of a Registered Corporation beyond such period of time  as
may  be  prescribed by the Nevada Commission may be guilty  of  a
criminal offense. Ameristar is subject to disciplinary action if,
after  it  receives notice that a person is unsuitable  to  be  a
stockholder or to have any other relationship with Ameristar, CPI
or  ACLVI,  Ameristar,  (i)  pays that  person  any  dividend  or
interest  upon voting securities of Ameristar, (ii)  allows  that
person  to  exercise, directly or indirectly,  any  voting  right
conferred  through  securities held by  the  person,  (iii)  pays
remuneration in any form to that person for services rendered  or
otherwise, or (iv) fails to pursue all lawful efforts to  require
such  unsuitable  person  to  relinquish  his  voting  securities
including,  if necessary, the immediate purchase of  said  voting
securities   by  Ameristar,  for  cash  at  fair  market   value.
Additionally,  the Liquor Board of Elko County and  the  City  of
Henderson

<PAGE>have  the  authority  to  approve  all  persons  owning  or
controlling  the  stock of any corporation controlling  a  gaming
license within their jurisdictions.

     The  Nevada  Commission may, at its discretion, require  the
holder  of any debt security of a Registered Corporation to  file
applications, be investigated and be found suitable  to  own  the
debt  security  of a Registered Corporation if it has  reason  to
believe  that  such holder's acquisition of such ownership  would
otherwise  be inconsistent with the declared policy of the  State
of  Nevada. If the Nevada Commission determines that a person  is
unsuitable to own such security, then pursuant to the Nevada Act,
the  Registered Corporation can be sanctioned, including the loss
of  its  approvals, if without the prior approval of  the  Nevada
Commission,  it (i) pays to the unsuitable person  any  dividend,
interest,  or  any distribution whatsoever; (ii)  recognizes  any
voting  right by such unsuitable person in connection  with  such
securities; (iii) pays the unsuitable person remuneration in  any
form;  or (iv) makes any payment to the unsuitable person by  way
of  principal,  redemption, conversion, exchange, liquidation  or
similar transaction.

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

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

        Changes   in   control  of  Ameristar   through   merger,
consolidation,  stock  or  asset  acquisitions,   management   or
consulting agreements, or any act or conduct by a person  whereby
he  obtains control, may not occur without the prior approval  of
the  Nevada Commission. Entities seeking to acquire control of  a
Registered  Corporation must satisfy the Nevada Board and  Nevada
Commission in a variety of stringent standards prior to  assuming
control of such Registered Corporation. The Nevada Commission may
also  require  controlling stockholders, officers, directors  and
other persons having a material relationship or

<PAGE>involvement with the entity proposing to  acquire  control,
to  be  investigated and licensed as part of the approval process
relating to the transaction.

     The  Nevada  legislature has declared  that  some  corporate
acquisitions  opposed  by  management,  repurchases   of   voting
securities   and  corporate  defense  tactics  affecting   Nevada
Corporate  Licensee gaming licensees, and Registered Corporations
that  are  affiliated with those operations, may be injurious  to
stable and productive corporate gaming. The Nevada Commission has
established  a  regulatory scheme to ameliorate  the  potentially
adverse effects of these business practices upon Nevada's  gaming
industry  and  to  further  Nevada's policy  to  (i)  assure  the
financial  stability of Corporate Licensees and their affiliates;
(ii)  preserve the beneficial aspects of conducting  business  in
the  corporate form; and (iii) promote a neutral environment  for
the  orderly governance of corporate affairs. Approvals  are,  in
certain circumstances, required from the Nevada Commission before
the  Registered  Corporation can make exceptional repurchases  of
voting  securities  above the current market  price  thereof  and
before  a  corporate  acquisition opposed by  management  can  be
consummated.  The Nevada Act also requires prior  approval  of  a
plan of recapitalization proposed by the Registered Corporation's
Board of Directors in response to a tender offer made directly to
the  Registered  Corporation's stockholders for the  purposes  of
acquiring control of the Registered Corporation.

     License  fees and taxes, computed in various ways  depending
on  the  type of gaming or activity involved, are payable to  the
State  of  Nevada  and to the counties and cities  in  which  the
Nevada  licensee's respective operations are conducted. Depending
upon the particular fee or tax involved, these fees and taxes are
payable either monthly, quarterly or annually and are based  upon
either (i) a percentage of the gross revenues received; (ii)  the
number  of gaming devices operated; or (iii) the number of  table
games operated. A casino entertainment tax is also paid by casino
operations  where entertainment is furnished in  connection  with
the  selling or serving of food and refreshments, or the  selling
of merchandise.

     Any  person  who  is  licensed,  required  to  be  licensed,
registered, required to be registered, or is under common control
with  such persons (collectively, "Licensees"), and who  proposes
to  become  involved  in a gaming venture outside  of  Nevada  is
required  to  deposit  with  the  Nevada  Board,  and  thereafter
maintain,  a revolving fund in the amount of $10,000 to  pay  the
expenses   of  investigation  of  the  Nevada  Board   of   their
participation  in  such  foreign gaming. The  revolving  fund  is
subject  to increase or decrease at the discretion of the  Nevada
Commission.  Thereafter, Licensees are required  to  comply  with
certain  reporting  requirements  imposed  by  the  Nevada   Act.
Licensees  are also subject to disciplinary action by the  Nevada
Commission  if  they knowingly violate any laws  of  the  foreign
jurisdiction pertaining to the foreign gaming operation, fail  to
conduct  the  foreign  gaming operation in  accordance  with  the
standards  of  honesty and integrity required  of  Nevada  gaming
operations, engage in activities or enters into associations that
are  harmful  to  the State of Nevada or its ability  to  collect
gaming  taxes and fees, or employs, contracts with or  associates
with  a  person  in the foreign operation who has been  denied  a
license  or  finding of suitability in Nevada on  the  ground  of
personal unsuitability.

<PAGE>

     MISSISSIPPI.    The  ownership  and  operation   of   casino
facilities  in  Mississippi are subject to  extensive  state  and
local  regulation,  but  primarily the licensing  and  regulatory
control  of  the Mississippi Gaming Commission (the  "Mississippi
Commission") and the Mississippi State Tax Commission.

     The  Mississippi Gaming Control Act (the "Mississippi Act"),
which legalized dockside casino gaming in Mississippi, is similar
to  the Nevada Gaming Control Act. The Mississippi Commission has
adopted  regulations which are also similar in many  respects  to
the Nevada gaming regulations.

     The   laws,   regulations  and  supervisory  procedures   of
Mississippi  and the Mississippi Commission seek to  (i)  prevent
unsavory or unsuitable persons from having any direct or indirect
involvement  with  gaming at any time or in  any  capacity;  (ii)
establish  and  maintain  responsible  accounting  practices  and
procedures;  (iii) maintain effective control over the  financial
practices of licensees, including establishing minimum procedures
for  internal  fiscal  affairs and  safeguarding  of  assets  and
revenues,  providing reliable record keeping and making  periodic
reports to the Mississippi Commission; (iv) prevent cheating  and
fraudulent  practices; (v) provide a source of  state  and  local
revenues  through taxation and licensing fees;  and  (vi)  ensure
that   gaming  licensees,  to  the  extent  practicable,   employ
Mississippi  residents. The regulations are subject to  amendment
and  interpretation  by  the Mississippi Commission.  Changes  in
Mississippi  law or regulations could have an adverse  effect  on
the Company and the Company's Mississippi gaming operations.

     The  Mississippi Act provides for legalized dockside  gaming
at  the discretion of the 14 eligible counties that border either
the Mississippi Gulf Coast or the Mississippi River, but only  if
the voters in such counties have not voted to prohibit gaming  in
that  county.  Certain amendments to the Mississippi Constitution
have  been  proposed  for  adoption through  the  initiative  and
referendum  process which, if a sufficient number  of  signatures
are gathered to place the matter on the ballot and if adopted  by
the  voters  of the state, would prohibit gaming in  Mississippi.
See  "Risk Factors - Mississippi Anti-Gaming Referendums". As  of
March 1, 1999, dockside gaming was permissible in nine of the  14
eligible  counties  in  the  State  and  gaming  operations   had
commenced  in  Adams, Coahoma, Hancock, Harrison, Tunica,  Warren
and  Washington  counties. Under Mississippi law, gaming  vessels
must  be located on the Mississippi River or on navigable  waters
in  eligible  counties along the Mississippi  River,  or  in  the
waters  of the State of Mississippi lying south of the  State  in
eligible  counties along the Mississippi Gulf Coast. In  December
1996, the Mississippi Commission rejected an application for  the
development  of  a casino on a site off the Big  Black  River  in
Warren  County near Interstate 20 between Jackson and  Vicksburg,
which  was  appealed by an adjoining landowner  and  the  license
applicant.  In December 1997, a Mississippi circuit court  issued
an order reversing the decision of the Mississippi Commission and
remanded  the  application  to the  Mississippi   Commission  for
further proceedings.  The decision of the court has been appealed
by  the  Mississippi Commission to the Mississippi Supreme Court.
The  Mississippi  Commission has also adopted a  regulation  that
prohibits gaming on the Big Black River; however, the Mississippi
Commission has taken the position that the Mississippi Commission
may  be  prohibited from applying the regulation to the  existing
applicant which appealed the

<PAGE>initial  siting  decision.  In  addition,  the  Company  is
involved  in  legal proceedings in which it is alleged  that  the
Company  and certain other parties engaged in conduct  to  oppose
this  application  in  violation of Mississippi's  antitrust  and
gaming regulatory laws.  See "Item 3 - Legal Proceedings."

     The  law  permits  unlimited stakes  gaming  on  permanently
moored  vessels  on  a 24-hour basis and does  not  restrict  the
percentage  of  space  which  may be  utilized  for  gaming.  The
Mississippi  Act  permits substantially  all  traditional  casino
games  and  gaming devices and, on August 11, 1997, a Mississippi
lower  court  ruled  that the Mississippi Act also  permits  race
books  on  the  premises  of  licensed casinos.  The  Mississippi
Commission has appealed that decision to the Mississippi  Supreme
Court.

     Ameristar, and each subsidiary of Ameristar that operates  a
casino in Mississippi (a "Gaming Subsidiary"), is subject to  the
licensing  and  regulatory  control  of  the  Mississippi  Gaming
Authorities. Ameristar is registered as a publicly traded holding
company  of ACVI under the Mississippi Act. Ameristar is required
periodically  to submit detailed financial and operating  reports
to  the  Mississippi Commission and furnish any other information
which  the  Mississippi Commission may require. If  Ameristar  is
unable  to  continue to satisfy the registration requirements  of
the Mississippi Act, Ameristar and its Gaming Subsidiaries cannot
own  or  operate  gaming facilities in Mississippi.  Each  Gaming
Subsidiary  must  obtain a gaming license  from  the  Mississippi
Commission to operate casinos in Mississippi. A gaming license is
issued   by   the  Mississippi  Commission  subject  to   certain
conditions,  including continued compliance with  all  applicable
state laws and regulations and physical inspection of the casinos
prior  to  opening. There are no limitations  on  the  number  of
gaming licenses which may be issued in Mississippi.

     Gaming licenses are not transferable, are issued for a  two-
year period and must be renewed periodically thereafter. ACVI was
granted  a  renewal  of  its gaming license  by  the  Mississippi
Commission on December 18, 1997. The gaming license for ACVI must
be renewed in January 2000. No person may become a stockholder of
or  receive  any  percentage of profits from  a  gaming  licensee
subsidiary of a holding company without first obtaining  licenses
and  approvals  from  the Mississippi Commission.  Ameristar  has
obtained such approvals in connection with ACVI's gaming license.

     Certain   officers  and  employees  of  Ameristar  and   the
officers,  directors  and certain key employees  of  each  Gaming
Subsidiary  must  be  found  suitable  or  be  licensed  by   the
Mississippi  Commission. The Company believes it has obtained  or
applied for all necessary findings of suitability with respect to
such  persons  associated with Ameristar or  ACVI,  although  the
Mississippi Commission, in its discretion, may require additional
persons   to  file  applications  for  findings  of  suitability.
Employees  associated with gaming must obtain work  permits  that
are  subject to immediate suspension under certain circumstances.
In  addition,  any  person  having  a  material  relationship  or
involvement with the Company may be required to be found suitable
or  licensed, in which case those persons must pay the costs  and
fees   associated   with  such  investigation.  The   Mississippi
Commission  may deny an application for a license for  any  cause
that  it  deems reasonable. Changes in certain licensed positions
must be reported to the

Mississippi Commission. In addition to its authority to  deny  an
application  for  a  license,  the  Mississippi  Commission   has
jurisdiction  to disapprove a change in a licensed position.  The
Mississippi  Commission  has  the power  to  require  any  Gaming
Subsidiary or Ameristar to suspend or dismiss officers, directors
and other key employees or sever relationships with other persons
who   refuse  to  file  appropriate  applications  or  whom   the
authorities find unsuitable to act in such capacities.

     At  any  time, the Mississippi Commission has the  power  to
investigate and require the finding of suitability of any  record
or  beneficial stockholder of Ameristar. Mississippi law requires
any  person who acquires more than 5% of Ameristar's common stock
to report the acquisition to the Mississippi Commission, and such
person may be required to be found suitable. Also, any person who
becomes a beneficial owner of more than 10% of Ameristar's common
stock,  as  reported  to the Securities and Exchange  Commission,
must  apply  for  a  finding of suitability  by  the  Mississippi
Commission  and must pay the costs and fees that the  Mississippi
Commission   incurs   in   conducting  the   investigation.   The
Mississippi Commission has generally exercised its discretion  to
require a finding of suitability of any beneficial owner of  more
than  5%  of  a  public  company's  common  stock.  However,  the
Mississippi Commission has adopted a policy that permits  certain
institutional investors to own beneficially up to 10% of a public
company's  common  stock without a finding of suitability.  If  a
stockholder   who  must  be  found  suitable  is  a  corporation,
partnership  or  trust,  it  must submit  detailed  business  and
financial information including a list of beneficial owners.

     Any  person  who fails or refuses to apply for a finding  of
suitability  or  a  license within thirty (30) days  after  being
ordered  to  do  so by the Mississippi Commission  may  be  found
unsuitable. The same restrictions apply to a record owner if  the
record  owner,  after request, fails to identify  the  beneficial
owner. Management believes that compliance by Ameristar with  the
licensing   procedures  and  regulatory   requirements   of   the
Mississippi Commission will not affect the marketability  of  its
securities.  Any person found unsuitable and who holds,  directly
or  indirectly,  any beneficial ownership of  the  securities  of
Ameristar   beyond  such  time  as  the  Mississippi   Commission
prescribes, may be guilty of a misdemeanor. Ameristar is  subject
to  disciplinary action if, after receiving notice that a  person
is   unsuitable  to  be  a  stockholder  or  to  have  any  other
relationship   with   Ameristar  or  its   Gaming   Subsidiaries,
Ameristar: (i) pays the unsuitable person any dividend  or  other
distribution  upon  the  voting  securities  of  Ameristar;  (ii)
recognizes  the exercise, directly or indirectly, of  any  voting
rights  conferred  by securities held by the  unsuitable  person;
(iii) pays the unsuitable person any remuneration in any form for
services  rendered  or otherwise, except in certain  limited  and
specific  circumstances;  or  (iv) fails  to  pursue  all  lawful
efforts to require the unsuitable person to divest himself of the
securities,  including, if necessary, the immediate  purchase  of
the securities for cash at a fair market value.

     Ameristar  may  be required to disclose to  the  Mississippi
Commission,  upon  request,  the  identities  of  debt   security
holders.  In  addition,  the  Mississippi  Commission  under  the
Mississippi  Act may, in its discretion, (i) require  holders  of
debt   securities   of  Ameristar  to  file  applications,   (ii)
investigate  such holders, and (iii) require such holders  to  be
found   suitable   to  own  such  debt  securities   or   receive
distributions thereon. If the Mississippi Commission

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

     ACVI  must  maintain a current stock ledger in its principal
office in Mississippi and Ameristar must maintain a current  list
of  stockholders  in  the principal office  of  ACVI  which  must
reflect  the  record ownership of each outstanding share  of  any
class  of  equity  security issued by Ameristar. The  stockholder
list may thereafter be maintained by adding reports regarding the
ownership  of  such securities that it receives from  Ameristar's
transfer  agent.  The  ledger  and  stockholder  lists  must   be
available  for  inspection by the Mississippi Commission  at  any
time.  If  any securities of Ameristar are held in  trust  by  an
agent  or  by  a  nominee, the record holder may be  required  to
disclose  the identity of the beneficial owner to the Mississippi
Commission. A failure to make such disclosure may be grounds  for
finding the record holder unsuitable. Ameristar must also  render
maximum  assistance in determining the identity of the beneficial
owner.

     The   Mississippi   Act  requires  that   the   certificates
representing securities of a publicly traded corporation that has
a Gaming Subsidiary bear a legend to the general effect that such
securities are subject to the Mississippi Act and the regulations
of   the  Mississippi  Commission.  Ameristar  has  received   an
exemption  from  this  legend requirement  from  the  Mississippi
Commission.  The Mississippi Commission has the power  to  impose
additional  restrictions on the holders of Ameristar's securities
at any time.

     Substantially  all  loans, leases, sales of  securities  and
similar  financing  transactions by a Gaming Subsidiary  must  be
reported  to or approved by the Mississippi Commission. A  Gaming
Subsidiary  may not make a public offering of its securities  but
may  pledge or mortgage casino facilities. Ameristar may not make
an  issuance  or a public offering of its securities without  the
prior  approval of the Mississippi Commission if any part of  the
proceeds   of  the  offering  is  to  be  used  to  finance   the
construction,  acquisition or operation of gaming  facilities  in
Mississippi or to retire or extend obligations incurred  for  one
or  more  such  purposes.  Such  approval,  if  given,  does  not
constitute a recommendation or approval of the investment  merits
of  the securities subject to the offering. Any representation to
the contrary is unlawful.

     <PAGE>

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

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

     The Mississippi legislature has declared that some corporate
acquisitions  opposed  by  management,  repurchases   of   voting
securities  and  other  corporate  defense  tactics  that  affect
corporate gaming licensees in Mississippi and corporations  whose
stock   is  publicly  traded  that  are  affiliated  with   those
licensees,  may  be injurious to stable and productive  corporate
gaming.  The Mississippi Commission has established a  regulatory
scheme  to  ameliorate the potentially adverse effects  of  these
business  practices  upon Mississippi's gaming  industry  and  to
further   Mississippi's  policy  to  (i)  assure  the   financial
stability  of  corporate gaming operations and their  affiliates;
(ii)  preserve the beneficial aspects of conducting  business  in
the  corporate form; and (iii) promote a neutral environment  for
the  orderly governance of corporate affairs. Approvals  are,  in
certain  circumstances, required from the Mississippi  Commission
before  Ameristar  may  make exceptional  repurchases  of  voting
securities  above  the current market price of its  common  stock
(commonly  called "greenmail") or before a corporate  acquisition
opposed  by  management may be consummated. Mississippi's  gaming
regulations  will also require prior approval by the  Mississippi
Commission   if  Ameristar  adopts  a  plan  of  recapitalization
proposed  by its Board of Directors opposing a tender offer  made
directly to the stockholders for the purpose of acquiring control
of Ameristar.

     Neither  Ameristar nor any subsidiary may engage  in  gaming
activities in Mississippi while also conducting gaming operations
outside  of  Mississippi  without  approval  of  the  Mississippi
Commission   or  a  waiver  of  such  approval.  The  Mississippi
Commission  may require determinations that, among others,  there
are  means  for  the  Mississippi Commission to  have  access  to
information concerning the out-of-state gaming operations of  the
Company  and its affiliates. Ameristar has previously obtained  a
waiver of foreign gaming approval from the Mississippi Commission
for  operations in Nevada and Iowa and will be required to obtain
the

<PAGE>approval or a waiver of such approval from the  Mississippi
Commission  prior  to  engaging in any additional  future  gaming
operations outside of Mississippi.

     If   the   Mississippi  Commission  decides  that  a  Gaming
Subsidiary  violated a gaming law or regulation, the  Mississippi
Commission could limit, condition, suspend or revoke the  license
of  the  Gaming  Subsidiary. In addition,  a  Gaming  Subsidiary,
Ameristar   and  the  persons  involved  could  be   subject   to
substantial fines for each separate violation. Because of such  a
violation,  the Mississippi Commission could seek  to  appoint  a
supervisor   to   operate  the  casino  facilities.   Limitation,
conditioning  or  suspension  of  any  gaming  license   or   the
appointment of a supervisor could (and revocation of  any  gaming
license  would) materially adversely affect Ameristar's  and  the
Gaming Subsidiary's gaming operations.

     License  fees and taxes, computed in various ways  depending
on  the  type  of gaming involved, are payable to  the  State  of
Mississippi  and  to the counties and cities in  which  a  Gaming
Subsidiary's  respective operations will be conducted.  Depending
upon the particular fee or tax involved, these fees and taxes are
payable either monthly, quarterly or annually and are based  upon
(i)  a  percentage of the gross gaming revenues received  by  the
casino  operation, (ii) the number of slot machines  operated  by
the  casino  or (iii) the number of table games operated  by  the
casino.  The  license fee payable to the State of Mississippi  is
based upon "gaming receipts" (generally defined as gross receipts
less  payouts to customers as winnings) and equals 4%  of  gaming
receipts of $50,000 or less per month, 6% of gaming receipts over
$50,000  and  less  than $134,000 per month,  and  8%  of  gaming
receipts over $134,000 per month. The foregoing license fees  are
allowed as a credit against the Company's Mississippi income  tax
liability for the year paid. The gross revenue fee imposed by the
City of Vicksburg equals approximately 4% of the gaming receipts.

     The  Mississippi  Commission's  regulations  require  as   a
condition  of  licensure  or license  renewal  that  an  existing
licensed  gaming  establishment's plan include a 500-car  parking
facility   in   close  proximity  to  the  casino   complex   and
infrastructure  facilities which amount to at least  25%  of  the
casino cost. The Company believes that ACVI is in compliance with
this  requirement  with  the  opening  of  a  150-room  hotel  at
Ameristar Vicksburg in June 1998.

     IOWA.  The Company's Council Bluffs operations are conducted
by  ACCBI and are subject to Chapter 99F of the Iowa Code and the
regulations   promulgated  thereunder.   The   Company's   gaming
operations are subject to the licensing and regulatory control of
the   Iowa  Racing  and  Gaming  Commission  (the  "Iowa   Gaming
Commission").

     Under Iowa law, wagering on a "gambling game" is legal, when
conducted  by  a  licensee on an "excursion  gambling  boat."  An
"excursion  gambling  boat" is a self-propelled  excursion  boat.
"Gambling game" means any game of chance authorized by  the  Iowa
Gaming  Commission. The excursion season must be from  April  1st
through  October  31st  of each calendar year.  The  vessel  must
operate  at least one excursion each day for 100 days during  the
excursion season to operate during the off season. Each excursion
must consist of a minimum of two hours. The Council Bluffs Casino
satisfied  the requirements of Iowa law for the conduct  of  off-
season operations during each of 1996, 1997 and 1998.

     <PAGE>

     The   legislation  permitting  riverboat  gaming   in   Iowa
authorizes  the  granting  of licenses to  "qualified  sponsoring
organizations." A "qualified sponsoring organization" is  defined
as  a person or association that can show to the satisfaction  of
the  Iowa  Gaming  Commission that the person or  association  is
eligible  for exemption from federal income taxation  under  sec.
501(c)(3), (4), (5), (6), (7), (8), (10) or (19) of the  Internal
Revenue Code (hereinafter "not-for-profit corporation"). The not-
for-profit  corporation  is permitted  to  enter  into  operating
agreements  with  persons qualified to conduct  riverboat  gaming
operations. Such operators must be approved and licensed  by  the
Iowa  Gaming  Commission. On January 27, 1995,  the  Iowa  Gaming
Commission  authorized  the issuance  of  a  license  to  conduct
gambling  games on an excursion gambling boat to  the  Iowa  West
Racing  Association, a not-for-profit corporation  organized  for
the  purpose of facilitating riverboat gaming in Council  Bluffs,
Iowa  (the  "Association").  The  Association  entered  into   an
agreement  with  ACCBI  authorizing ACCBI  to  operate  riverboat
gaming  operations  in  Council Bluffs  under  the  Association's
gaming  license  (the "Operator's Contract"). This  contract  was
approved  by  the  Iowa  Gaming  Commission.  The  term  of   the
Operator's Contract runs until December 31, 2002, with two  five-
year  renewal options. The current license awarded  by  the  Iowa
Gaming Commission for the Council Bluffs Casino expires on  March
31, 1999 and has been renewed to March 31, 2000.

     Under  Iowa law, a license to conduct gambling games may  be
issued  in  a  county only if the county electorate has  approved
such  gambling  games. Although the electorate  of  Pottawattamie
County,  which includes the City of Council Bluffs,  approved  by
referendum   the   gambling   games   conducted   by   ACCBI,   a
reauthorization referendum must be submitted to the electorate in
the  general  election to be held in 2002 and  each  eight  years
thereafter. Each such referendum requires the vote of a  majority
of  the  persons  voting  thereon. If  any  such  reauthorization
referendum  is  defeated, Iowa law provides that  any  previously
issued  gaming license will remain valid and subject to  periodic
renewal  for  a  total of nine years from the  date  of  original
issuance,  subject to earlier revocation as discussed below.  The
original  issuance  date  of  the gaming  license  for  Ameristar
Council Bluffs was January 27, 1995.

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

     Substantially  all  of  ACCBI's  material  transactions  are
subject to review and approval by the Iowa Gaming Commission. All
contracts or business arrangements, verbal or written,  with  any
related  party or in which the term exceeds three  years  or  the
total value of the contract exceeds $50,000 must be submitted  in
advance to the Iowa Gaming Commission for approval. Additionally,
contracts  negotiated between ACCBI and a related party  must  be
accompanied by economic and qualitative justification.

     ACCBI  is  required to notify the Iowa Gaming Commission  of
the  identity  of  each director, corporate  officer  and  owner,
partner, joint venturer, trustee or any other person who

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

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

     Iowa has a graduated wagering tax equal to five percent (5%)
of  the first one million dollars of adjusted gross receipts, ten
percent  (10%) on the next two million dollars of adjusted  gross
receipts and twenty percent (20%) on adjusted gross receipts over
three million dollars. In addition, the state charges other  fees
on  a per customer basis. Additionally, ACCBI pays to the City of
Council Bluffs a fee equal to $0.50 per passenger.

     Under   the  Operator's  Contract,  ACCBI  also   pays   the
Association an admissions fee of $1.50 per passenger.  ACCBI  has
interpreted  the Operator's Contract to mean that  a  person  may
leave  and re-enter Council Bluffs Casino (for example, to  visit
the  restaurants at Ameristar Council Bluffs) without ACCBI being
obligated to pay an additional admissions fee to the Association.
ACCBI  received a letter from the Association in August  1996  in
which the Association asserted that an additional fee is due each
time  a  person  enters the Council Bluffs Casino, including  re-
entries. The Company has been advised by the Association that the
board  of  directors of the Association discussed a  proposal  to
settle  this  dispute at an October 1997 meeting but declined  to
take  any action either to approve the proposed settlement or  to
pursue   the   previously  threatened  claim.  Accordingly,   the
Association  has advised ACCBI that it does not currently  intend
to pursue this claim, but the Association has not formally waived
or released the claim.

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

     <PAGE>

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

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

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

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

     CURRENCY TRANSACTION REPORTING REQUIREMENTS.  Pursuant to  a
1985  agreement between the State of Nevada and the United States
Department   of  the  Treasury  (the  "Treasury"),   the   Nevada
Commission  and the Nevada Board have authority to enforce  their
own  cash transaction reporting laws applicable to casinos, which
substantially  parallel the Federal Bank Secrecy Act.  Under  the
Money  Laundering Suppression Act of 1994, which  was  passed  by
Congress,  the Secretary of the Treasury retained the ability  to
permit states, including Nevada, to continue to enforce their own
cash transaction reporting laws applicable to casinos. The Nevada
Act and related regulations require most gaming licensees to file
reports  with  respect to various gaming-related and  other  cash
transactions if such transactions

<PAGE>aggregate  more than $10,000 in a 24-hour  period.  Casinos
are required to monitor receipts and disbursements of currency in
excess of $10,000 and report them to the Treasury. Although it is
not possible to quantify the full impact of these requirements on
the Company's business, the changes are believed to have had some
adverse effect on results of operations since inception.

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

     In  June  1998,  ACVI received a letter from  the  Financial
Crimes  Enforcement  Network  ("FinCEN")  of  the  Department  of
Treasury  identifying  26 alleged currency transaction  reporting
failures  or  errors  that were discovered in  an  audit  by  the
Internal  Revenue  Service  covering  an  approximately  13-month
period  following the opening of Ameristar Vicksburg.   ACVI  has
responded to the FinCEN letter and has implemented various  steps
intended  to  improve  compliance with the  currency  transaction
reporting  requirements.  ACVI is expected to  meet  with  FinCEN
officials  in  the  near  future concerning  this  matter,  which
Management  anticipates  will  be  resolved  without  a  material
adverse  effect  on the Company or its results of  operations  or
financial condition.

     POTENTIAL CHANGES IN TAX AND REGULATORY REQUIREMENTS.   From
time  to  time, federal and state legislators and officials  have
proposed  changes  in tax law, or in the administration  of  such
laws,  affecting  the  gaming  industry.  Recent  proposals  have
included  a  federal gaming tax and increases in state  or  local
gaming  taxes. They have also included limitations on the federal
income  tax deductibility of the cost of furnishing complimentary
promotional items to customers, as well as various measures which
would  require  withholding on amounts won  by  customers  or  on
negotiated  discounts provided to customers on  amounts  owed  to
gaming  companies. It is not possible to determine with certainty
the  likelihood  of  possible  changes  in  tax  law  or  in  the
administration of such law. Such changes, if adopted, could  have
a materially adverse effect on the Company's financial results.

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

     <PAGE>

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

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

     All  cruising  vessels operated by the Company  must  comply
with  U.S. Coast Guard requirements as to safety and must hold  a
Certificate of Inspection. These requirements set limits  on  the
operation of the vessel and require that each vessel be  operated
by  a  minimum  complement of licensed  personnel.  Loss  of  the
vessel's  Inspection  Certificate would preclude  its  use  as  a
riverboat.  Every five years, vessels must be dry-docked  for  an
inspection  of the outside of the hull resulting  in  a  loss  of
service  that  may  have an adverse effect on the  Company.  Less
stringent rules apply to permanently moored vessels.

     In  order to comply with the federal Merchant Marine Act  of
1936,  as  amended,  and the federal Shipping  Act  of  1916,  as
amended,  and  applicable regulations thereunder,  the  Company's
Bylaws contain provisions designed to prevent persons who are not
citizens  of  the United States from holding, in  the  aggregate,
more than 24.9% of the Company's outstanding common stock.

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

     The   Company  is  also  required  to  comply  with  various
environmental regulations. See "Item 2. -  Properties."

ITEM 2.   PROPERTIES
          
     JACKPOT.  Cactus Petes is located on a 35-acre site and  The
Horseshu is located on a 30-acre site.  The Cactus Petes and  The
Horseshu  sites  are across from each other on U.S.  Highway  93.
The Company also owns 204 housing units in Jackpot, including  90
units in two

<PAGE>apartment  complexes developed as United States  Department
of  Agriculture Rural Economic and Community Development Services
Multi-Family  Housing Program ("USDA") projects.   These  housing
units  support the primary operations of the Jackpot  Properties.
The Jackpot Properties are subject to deeds of trust securing the
Revolving  Credit  Facility, and the USDA  housing  projects  are
subject to mortgage loans in favor of the USDA.

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

     VICKSBURG.  In connection with the development of  Ameristar
Vicksburg,  the Company has acquired seven parcels  in  Vicksburg
along  Washington  Street  near  Interstate  20.   These  parcels
comprise approximately 43.4 acres, approximately 30 of which  are
developable.  Of the seven parcels, three have been  acquired  by
direct purchase and four have been acquired by lease. The Company
has exercised an option to purchase one of the leasehold  parcels
for  $50,000, which is expected to close in the near future.  The
aggregate  monthly rent under the remaining leases  at  March  1,
1999  was  approximately  $53,000. Each lease  provides  for  the
Company  to  be  responsible for all taxes,  insurance  premiums,
utilities and other ownership and operating costs associated with
the  property  during the entire term of the lease.   Each  lease
includes  options  for  the Company to  purchase  the  applicable
parcels,  for an aggregate price which decreases over  time  from
approximately  $5.9  million to approximately  $2.0  million.   A
substantial  portion  of  the purchase  prices  may  be  paid  in
installments with interest at stated rates.  The Company plans to
exercise the option under one of the other leases within the next
year.

     The  Vicksburg  Casino,  the Company's  leasehold  interests
relating to the Ameristar Vicksburg site and substantially all of
that portion of the Ameristar Vicksburg site owned by the Company
serve  as  collateral  for the Company's  obligations  under  the
Revolving Credit Facility.  The hotel at Ameristar Vicksburg  and
the underlying property are subject to a deed of trust securing a
loan to fund a portion of the hotel construction costs.

     In addition, the Company has developed a 20-acre mobile home
park  with  30  single- and 20 double-wide  mobile  homes.   This
mobile  home park is located seven miles from Ameristar Vicksburg
and  sites are available for rent by employees and other persons.
The  mobile home park rental rates are competitive with the local
market.

     COUNCIL   BLUFFS.   Ameristar  Council  Bluffs  is   on   an
approximately  50-acre site along the bank of the Missouri  River
and  adjacent  to  the  Nebraska Avenue  exit  on  Interstate  29
immediately north of the junction of Interstates 29 and 80.   The
Company owns approximately

     <PAGE>

27  acres of this site and has rights to use the  remaining
portion of the site that is owned by the State of Iowa for a  50-
year  term.  The Company has leased approximately 0.623 acres  of
the  Ameristar  Council Bluffs site to Kinseth Hotel  Corporation
for  the  development  and operation by  Kinseth  of  a  140-room
limited service Holiday Inn Suites Hotel that opened on March 31,
1997.  All of the Company's interests in Ameristar Council Bluffs
are  subject  to  collateral security  instruments  securing  the
Revolving Credit Facility and other indebtedness.

     THE  RESERVE.  The Reserve is at the southeastern corner  of
the  junction of Lake Mead Drive and Interstate 515 in Henderson,
Nevada  on  a  site containing approximately 53 acres,  of  which
approximately  46  acres are developable.  The Company  currently
owns  33  acres  of  the  site and has  options  to  acquire  the
remainder of the site.  Each option exercise must be for at least
five acres and a minimum of five acres of the option land must be
acquired each year or the remaining options expire.  The  Company
exercised an option for five acres of the site in April 1997.   A
second  five-acre  option was exercised  in  January  1999.   The
option  exercise prices, which increase at the  rate  of  8%  per
annum  from October 1, 1995, are $217,800 per acre for the  first
17  acres and $152,460 per acre for each remaining acre, in  each
case  plus 8% per annum from October 1, 1995 through the date  of
exercise.  Construction of a contemplated  second  phase  of  The
Reserve  would  also  require the Company to  acquire  additional
land, the area of which has not yet been determined.

     The  Reserve  site  was previously used  for  surface  waste
disposal  activities for approximately 50 years.  Prior to  1994,
the site had large areas of debris, rubble and some stained soils
resulting  from  these waste activities.  Site  studies  revealed
asbestos, lead and pesticide concentrations in the surface soils.
Following a surface remediation program by a third party in 1994,
the  Nevada  Division  of  Environmental  Protection  approved  a
closure of the remediation and indicated that no further work was
required.

     A  1995 Phase I environmental assessment on 23 acres of  the
site now owned by the Company showed that some rubble remained on
portions  of  the property, but that all hazardous  material  had
been removed.  A 1997 Phase I environmental assessment on the  30
acres  of  The Reserve site under option or subsequently acquired
by  the  Company indicated the property does not appear  to  have
been   adversely  impacted  since  the  completion  of  the  1994
remediation  program.  Phase I environmental assessments  involve
the  conduct  of  limited procedures and  may  not  identify  the
existence or extent of actual environmental conditions.

     OTHER.  The Company leases approximately 21,200 square  feet
of  office space in Las Vegas, Nevada for its executive  offices,
which the Company occupied in March 1997.

ITEM 3.   LEGAL PROCEEDINGS
          
     Bryan K. and Dawn H. Hafen v. Steven W. Rebeil, et al.  This
lawsuit  was  filed in the Clark County District  Court  as  case
number  A347722.   A  named defendant in the  amended  complaint,
filed  on  January 29, 1996, action is Gem Gaming, Inc.  ("Gem").
ACLVI  is  the successor-in-interest by merger to Gem.  The  case
arises  out of the purchase of land in Mesquite, Nevada by Steven
W.  Rebeil, a former Gem stockholder, pursuant to which a jointly
owned corporation was to develop real property contributed by the
plaintiffs as a hotel-

<PAGE>casino.    The   plaintiffs  allege   that   Gem's   former
stockholders  and  their  controlled  entities  (including   Gem)
engaged  in  a conspiracy to defraud the plaintiffs in connection
with  the plaintiff's contribution of the land and its subsequent
sale  to  a  third  party.  The plaintiffs allege  violations  of
Nevada's racketeering statutes, fraud and unjust enrichment.  The
plaintiffs  do  not allege any improper conduct by Gem  following
its   acquisition  by  The  Company.   The  complaint  seeks   an
unspecified  amount  of  damages, although  the  plaintiffs  have
otherwise claimed total compensatory damages of approximately $10
million.  Gem's former stockholders are contractually required to
indemnify ACLVI against the claims in the Hafen litigation.

     E.  L. Pennebaker, Jr., et. al. v. ACI, et. al.  On February
23,  1998, E. L. Pennebaker, Jr. filed a complaint in the Circuit
Court   of   Pike  County,  Mississippi  against  ACI,   Harrah's
Vicksburg,  Inc., Riverboat Corporation of Mississippi-Vicksburg,
and  Deposit  Guaranty National Bank.  The matter is  pending  as
case number 98-0047-B.  The complaint was amended on February 27,
1998, to add James F. Belisle, Multi Gaming Management, Inc.  and
Multi  Gaming  Management  of  Mississippi,  Inc.  as  additional
plaintiffs.  The plaintiffs are property owners or have rights to
acquire  property  along the Big Black River  in  Warren  County,
Mississippi.   They  allege  they  would  have  profited  if  the
Mississippi Gaming Commission had found suitable for a  casino  a
location  along  that  river that was  controlled  by  plaintiffs
Belisle,   Multi  Gaming  Management,  Inc.  and   Multi   Gaming
Management  of  Mississippi, Inc.  The plaintiffs further  allege
that the defendants entered into an agreement to hinder trade and
restrain competition in the gaming industry in violation  of  the
antitrust laws and the gaming laws of Mississippi.  Specifically,
the  plaintiffs  allege  the defendants conducted  an  aggressive
campaign  in  opposition to the application of Horseshoe  Gaming,
Inc.  for  a  gaming site on the Big Black River.  The plaintiffs
allege  compensatory damages of $38 million and punitive  damages
of   $200  million.   ACI  has  answered  the  complaint  and  is
vigorously defending this suit.

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

     PCL  Construction Services, Inc. et al. v. Ameristar  Casino
Las  Vegas,  Inc.  This suit was filed in the District  Court  of
Clark  County, Nevada on October 14, 1998 as case number A394783.
The  complaint  was  served on ACLVI on  February  4,  1999.   An
amended  complaint was filed on February 19, 1999 and  served  on
ACLVI  on  March  1, 1999.  The plaintiffs are  PCL  Construction
Services, Inc., Tri-Star Theme Builders, Inc. and a joint venture
comprised  of  these  two  firms.   The  joint  venture  was  the
contractor  for  certain  of the interior  work  at  The  Reserve
pursuant to a construction contract dated November 14, 1997.  The
contract,  as  amended  through change  orders,  provided  for  a
guaranteed maximum price

<PAGE>not  to  exceed  $25,482,532,  inclusive  of  fees  to  the
contractor.  The plaintiffs have alleged that ACLVI is  obligated
to   pay  them  $5,621,098,  plus  interest,  in  excess  of  the
guaranteed  maximum price for additional labor  costs  they  have
invoiced  to  ACLVI.   The complaint does not  state  a  specific
theory  for  recovery.  Settlement negotiations are ongoing,  and
ACLVI  has answered the complaint.  If this case is not  resolved
through  the  current settlement negotiations, ACLVI  intends  to
vigorously defend this case.

     Clothe  H.  James,  et  al.  v.  Ameristar  Casinos,   Inc.,
Ameristar  Casino Vicksburg, Inc., et al.  On January  18,  1996,
the  plaintiffs  commenced  a  lawsuit  against  ACI,  ACVI,  and
Riverboat Corporation of Mississippi, d/b/a Isle of Capri Casino.
The  suit  was  filed in the Circuit Court of the First  Judicial
District of Hinds County, Mississippi, as Civil Action No. 251-96-
54CN.   The plaintiffs filed an amended complaint on February  6,
1996.   The plaintiffs sought $5.0 million in actual damages  and
$7.5  million  in  punitive damages.  This case involved  alleged
wrongful  death  and  personal injuries  to  four  persons.   The
plaintiffs  alleged that ACVI and the Isle of Capri  Casino  each
negligently  served alcohol to a visibly intoxicated  person  who
later  crashed  his  vehicle.  Two persons were  killed  and  two
persons  were severely injured.  In October 1998, the plaintiffs,
ACI  and  ACVI  entered into a confidential settlement  agreement
under which ACI and ACVI were released by the plaintiffs from all
further  liability  in  exchange for certain  payments  from  the
Company and its liability insurance carrier.  The settlement will
not  have  a  material effect on the Company or  its  results  of
operations or financial condition.

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

     
     
ITEM 4.   SUBMISSION OF MATTERS TO  A  VOTE  OF
          SECURITY HOLDERS.
          
     None.

                          <PAGE>PART II
                                
ITEM 5.   MARKET  FOR  THE REGISTRANT'S  COMMON
          EQUITY    AND   RELATED   STOCKHOLDER
          MATTERS
          
     Ameristar's  Common Stock is traded on the  Nasdaq  National
Market  System  ("Nasdaq-NMS")  under  the  symbol  "ASCA."   The
following table sets forth, for the fiscal quarter indicated, the
high  and  low sale prices for the Common Stock, as  reported  by
Nasdaq:
<TABLE>
          <S>               <C>          <C>

                               High       Low
                 1997                           
          First Quarter      $ 7.25       $ 4.88
          Second Quarter       6.25         4.63
          Third Quarter        7.13         4.75
          Fourth Quarter       5.88         4.75
                                                
                 1998                  
          First Quarter      $ 6.50       $ 4.88
          Second Quarter       5.75         5.00
          Third Quarter        5.13         2.63
          Fourth Quarter       3.25         1.88

</TABLE>
     
     On  March  15,  1999, there were 308 holders  of  record  of
Ameristar's Common Stock.

     No  dividends on Ameristar's Common Stock have been declared
during  the last two fiscal years.  The Company intends to retain
all  earnings for use in the development of its business and does
not  anticipate  paying  any cash dividends  in  the  foreseeable
future.  In addition, the Company's Revolving Credit Facility and
Senior  Subordinated Notes obligate the Company  to  comply  with
certain  financial covenants that may restrict  or  prohibit  the
payment  of dividends.  See "Item 7. Management's Discussion  and
Analysis  of  Financial  Condition and Results  of  Operations  -
Liquidity and Capital Resources."

<PAGE>ITEM 6.  SELECTED FINANCIAL DATA
          
     The  following  data  has  been  derived  from  the  audited
financial  statements  of  the Company  and  should  be  read  in
conjunction with those statements, certain of which are  included
in this Report.

                     AMERISTAR CASINOS, INC.
              CONSOLIDATED SELECTED FINANCIAL DATA
<TABLE>
<S>                   <C>       <C>       <C>       <C>       <C> 
                                
                                
                         For       For       For       For       For
                         the       the       the       the       the
                         year      year      year      year      year
INCOME STATEMENT        ended     ended     ended     ended     ended
DATA:                 12/31/94  12/31/95  12/31/96  12/31/97  12/31/98
                      --------  --------  --------  --------  --------
                       (amounts in thousands, except per share data)
REVENUES:                                           
Casino                $ 90,882  $ 99,364  $161,338  $173,077  $216,345
Food and beverage       17,494    19,303    24,250    30,672    45,745
Rooms                    7,580     7,861     7,641     9,685    14,434
Other                    7,822     7,756     7,760     8,275     9,966
                      --------  --------  --------  --------  --------
                       123,778   134,284   200,989   221,709   286,490
Less: Promotional      
allowances               9,425    10,417    12,524    15,530    22,071
                      --------  --------  --------  --------  --------   
Net revenues           114,353   123,867   188,465   206,179   264,419
                      --------  --------  --------  --------  --------                                                          
COSTS AND EXPENSES:                                       
Casino                  40,347    44,503    75,685    78,733   105,331
Food and beverage       12,469    11,747    16,773    19,784    31,506
Rooms                    2,249     2,404     2,368     3,130     5,791
Other                    8,412     8,211     7,054     7,546     8,592
Selling, general and   
  administrative        28,462    29,197    47,758    51,958    75,147     
Depreciation and         
  amortization           7,062     9,721    14,135    16,358    24,191
Abandonment loss           -         -         -         646       -
Preopening costs         5,408       -       7,379       -      10,611
                      --------  --------  --------  --------  --------
Total costs and        
  expenses             104,409   105,783   171,152   178,155   261,169
                      --------  --------  --------  --------  --------                                    
INCOME FROM             
OPERATIONS               9,944    18,084    17,313    28,024     3,250             
                                                          
OTHER INCOME                                              
(EXPENSE):
Interest income             86       205       354       445       378
Interest expense        (3,379)   (3,958)   (8,303)  (12,107)  (22,699)
Other                       (5)      -         (77)      (35)       (7)
                      --------  --------  --------  --------  --------                                                 
Income (loss) before                                       
income
tax provision
(benefit)                6,646    14,331     9,287    16,327   (19,078)

Income tax provision
(benefit)                2,426     5,236     3,390     5,959    (6,363) 
                      --------  --------  --------  --------  --------
Income (loss) before                                       
extraordinary loss                                        
and cumulative effect   
of a change in                                          
accounting principle     4,220     9,095     5,897    10,368   (12,715)
                                                           
Extraordinary loss on                                      
early retirement of                                       
debt, net of income                            
tax benefit                      
of $353 and $387,
respectively               -        (657)      -        (673)      -
                      --------  --------  --------  --------  --------                                    
NET INCOME (LOSS)     $  4,220  $  8,438  $  5,897  $  9,695  $(12,715)
                      ========  ========  ========  ========  ========                     
</TABLE>

                                
                  <PAGE>AMERISTAR CASINOS, INC.
              CONSOLIDATED SELECTED FINANCIAL DATA
                           (CONTINUED)
<TABLE>
<S>                   <C>       <C>       <C>       <C>       <C>                      
                                
                         For       For      For       For       For
                         the       the      the       the       the
                         year      year     year      year     year
INCOME STATEMENT DATA   ended     Ended    ended     ended     ended
(CONTINUED):          12/31/94  12/31/95  12/31/96  12/31/97  12/31/98
                      --------  --------  --------  --------  --------
                       (amounts in thousands, except per share data)
                                                            
EARNINGS PER SHARE:  
Income (loss)                                           
  before extraordinary
  item
    Basic and diluted $   0.21  $   0.45  $   0.29  $   0.51  $  (0.62)
                      ========  ========  ========  ========  ========
Net income (loss)                                        
    Basic and diluted $   0.21  $   0.42  $   0.29  $   0.48  $  (0.62)
                      ========  ========  ========  ========  ======== 
                                     
WEIGHTED AVERAGE                                            
SHARES OUTSTANDING      20,360    20,360    20,360    20,360    20,360
                                                            
BALANCE SHEET AND       as of     as of     as of     as of     as of
OTHER DATA:           12/31/94  12/31/95  12/31/96  12/31/97  12/31/98
                      --------  --------  --------  --------  --------      
                                             
Cash                  $  9,169  $ 14,787  $ 10,724  $ 13,031  $ 18,223
Total assets           125,347   202,220   270,052   336,186   350,797
Total notes payable                                         
and long-term debt,     
net of current            
maturities              45,399   101,869   143,893   193,113   230,399
Stockholders' equity    56,609    65,047    70,944    80,639    67,924
Capital expenditures    33,329    64,783    76,388    76,634    39,492
                           

The  Vicksburg  Casino  and certain other portions  of  Ameristar
Vicksburg  opened in late February 1994.  The remaining Ameristar
Vicksburg facilities were completed and opened through May  1994.
The  Ameristar Vicksburg hotel opened in June 1998.  The  Council
Bluffs Casino opened in mid-January 1996.  Portions of the  land-
based  facilities  at Ameristar Council Bluffs  opened  in  June,
November  and December 1996. Ameristar Council Bluffs'  remaining
land-based  facilities opened in February and  March  1997.   The
Reserve opened February 10, 1998.

No dividends were paid in 1994, 1995, 1996, 1997 and 1998.

<PAGE>ITEM   7.   MANAGEMENT'S  DISCUSSION  AND
          ANALYSIS  OF FINANCIAL CONDITION  AND
          RESULTS OF OPERATIONS
          
     The following information should be read in conjunction with
the  Company's  Consolidated Financial Statements and  the  Notes
thereto included in this Report.  The information in this section
and in this Report generally includes forward-looking statements.
See  "Item  1.  -   Business - Cautionary  Information  Regarding
Forward-Looking Statements."

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

          Cactus  Petes  Resort Casino and The Horseshu  Hotel  &
     Casino (collectively, the "Jackpot Properties"), two casino-
     hotels  that have been operating in Jackpot, Nevada  at  the
     Idaho border since 1956.
     
          Ameristar  Casino  Vicksburg  ("Ameristar  Vicksburg"),
     located   in   Vicksburg,  Mississippi,  a  riverboat-themed
     dockside casino and related land-based facilities, including
     a  hotel  which  opened  in June  1998.   The  remainder  of
     Ameristar Vicksburg opened in February and May 1994.
     
          Ameristar   Casino  Hotel  Council  Bluffs  ("Ameristar
     Council  Bluffs"), a riverboat casino and related land-based
     hotel  and  other facilities in Council Bluffs, Iowa  across
     the  Missouri River from Omaha, Nebraska.  The casino opened
     on  January 19, 1996, portions of the land-based Main Street
     Pavilion  opened  on  June 17, 1996,  the  hotel  opened  on
     November  1,  1996,  and the remainder of Ameristar  Council
     Bluffs opened in early 1997.
     
          The Reserve Hotel Casino ("The Reserve"), in Henderson,
     Nevada  at the intersection of Interstate 515 and Lake  Mead
     Drive,  which  opened  on February 10,  1998.   The  Company
     acquired The Reserve on October 9, 1996 through a merger  of
     the  initial developer of the property into a subsidiary  of
     Ameristar.
     
     Certain  of the Company's operations are seasonal in nature.
In  particular,  in Jackpot, the months of March through  October
are  the  strongest.  As a result, the second and third  calendar
quarters  typically  produce  a disproportionate  amount  of  the
income  from operations of the Jackpot Properties.  In  addition,
adverse  weather conditions may adversely affect the business  of
the  Jackpot Properties, and operations during the winter  months
typically  vary  from year to year based on the severity  of  the
winter weather conditions in the northwestern United States.   To
date,  operations in Vicksburg have experienced some seasonality,
with  August and the winter months being the slower periods.   To
date, operations at Ameristar Council Bluffs have not experienced
any   material  seasonality,  and  management  does  not   expect
operations  at  The  Reserve  to be subject  to  any  significant
seasonality.

     <PAGE>

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

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

</TABLE>
<TABLE>
<S>                                   <C>       <C>       <C>
                                             Year Ended
                                            December 31,
                                        1996      1997      1998
                                      --------  --------  --------
Consolidated cash flow information:
 Cash flow from operations            $ 33,177  $ 33,641  $ 23,137
 Cash flow used for investing          (53,746)  (63,417)  (53,863)
 Cash flow from financing               16,506    32,083    35,918

Net revenues:
 Jackpot Properties                   $ 51,904  $ 54,455  $ 54,719
 Ameristar Vicksburg                    66,190    63,961    68,458
 Ameristar Council Bluffs               70,331    87,763    97,667
 The Reserve                               -         -      43,575
 Corporate and other                        40       -         -
                                      --------  --------  --------
   Consolidated net revenues          $188,465  $206,179  $264,419
                                      ========  ========  ========
Adjusted operating income (1):
 Jackpot Properties                   $  9,124  $ 10,308  $  9,638
 Ameristar Vicksburg                    13,827    13,165    13,480
 Ameristar Council Bluffs                8,432    14,251    17,448
 The Reserve                               -         -     (16,092)
 Corporate and other                    (6,691)   (9,054)  (10,613)
                                      --------  --------  --------
   Consolidated operating income      $ 24,692  $ 28,670  $ 13,861
                                      ========  ========  ========
 
Adjusted operating income margins (1):
 Jackpot Properties                      17.6%     18.9%     17.6%
 Ameristar Vicksburg                     20.9%     20.6%     19.7%
 Ameristar Council Bluffs                12.0%     16.2%     17.9%
 The Reserve                              -         -       (36.9%)
   Consolidated operating income margin  13.1%     13.9%      5.2%

EBITDA (2):
 Jackpot Properties                   $ 11,764  $ 13,208  $ 13,163
 Ameristar Vicksburg                    20,287    19,350    20,150
 Ameristar Council Bluffs               13,296    21,090    24,540
 The Reserve                               -         -      (9,519)
 Corporate and other                    (6,520)   (8,621)  (10,282)
                                      --------  --------  --------
   Consolidated EBITDA                $ 38,827  $ 45,027  $ 38,052
                                      ========  ========  ========
EBITDA Margins (2):
 Jackpot Properties                      22.7%     24.3%     24.1%
 Ameristar Vicksburg                     30.6%     30.3%     29.4%
 Ameristar Council Bluffs                18.9%     24.0%     25.1%
 The Reserve                              -         -       (21.8%)
   Consolidated EBITDA margin            20.6%     21.8%     14.4%
</TABLE>
____________________________
(see following page for footnotes)

<PAGE>

(1)     Adjusted  operating income is income from operations  (as
  reported) before Ameristar Council Bluffs preopening  costs  in
  1996,  an  abandonment  loss  at Ameristar  Vicksburg  in  1997
  related  to the demolition of an existing budget motel for  the
  construction  of  a hotel and The Reserve preopening  costs  in
  1998.

(2)      EBITDA   consists   of  income  from   operations   plus
  depreciation and amortization.  EBITDA Margin is  EBITDA  as  a
  percentage  of net revenues.  EBITDA information  is  presented
  solely   as   a  supplemental  disclosure  because   management
  believes  that  it  is  a  widely  used  measure  of  operating
  performance  in  the gaming industry and for companies  with  a
  significant  amount  of depreciation and amortization.   EBITDA
  should  not  be  construed  as an alternative  to  income  from
  operations   (as   determined  in  accordance  with   generally
  accepted  accounting  principles)  as  an  indicator   of   the
  Company's operating performance, or as an alternative  to  cash
  flow  from  operating activities (as determined  in  accordance
  with generally accepted accounting principles) as a measure  of
  liquidity.   The  Company has significant uses of  cash  flows,
  including  capital expenditures and debt principal  repayments,
  that  are  not  reflected in EBITDA.  It should also  be  noted
  that  not  all gaming companies that report EBITDA  information
  calculate EBITDA in the same manner as the Company.
                                
RESULTS OF OPERATIONS
          
YEAR ENDED DECEMBER 31, 1998 VERSUS YEAR ENDED DECEMBER 31, 1997

SUMMARY

     The  completion of The Reserve in early 1998 brought another
year  of  record growth in Ameristar's consolidated net  revenues
and presented challenges in operations.

     Consolidated  net  revenues increased  by  28.2%  to  $264.4
million in 1998 compared to $206.2 million in 1997.  Income  from
operations  was  $13.9 million in 1998 before the  $10.6  million
charge  for preopening costs associated with the opening  of  The
Reserve.  This is a decline of $14.8 million or 51.7% from income
from  operations  in  1997  before  the abandonment loss  and  is
due  to  an  operating  loss of $16.1 million  before  preopening
costs at The  Reserve.   Income  from operations after preopening
costs was $3.3 million in 1998.

     Total  operating  expenses as a percentage of  net  revenues
were  86.4%  in  1997  versus  98.8% (94.8%  before  The  Reserve
preopening  costs)  in  1998.  The  decline  in  this  margin  is
primarily  a  result of operating inefficiencies associated  with
the  opening  of The Reserve and lower than expected revenues  in
the intensely competitive "locals" market in which it operates.

     On   a  year-to-year  comparable  basis  (i.e.,  before   an
extraordinary charge in 1997 and preopening costs in  1998),  net
income decreased $16.0 million to a loss of $5.6 million in  1998
compared  to  net  income of $10.4 million in  1997.   After  the
extraordinary charge and preopening costs, net loss for the  year
ended  December 31, 1998 was $12.7 million versus net income  for
the year ended December 31, 1997 of $9.7 million.  Loss per share
before   preopening  costs  was  $0.28  for  1998  ($0.62   after
preopening costs).  Earnings per share were $0.48 for 1997  after
an extraordinary charge of $0.03 per share for the refinancing of
the Company's credit line.

     <PAGE>

REVENUES

     Ameristar  Council  Bluffs had total net revenues  of  $97.7
million in 1998 compared to $87.8 million in 1997, an increase of
11.3%.   This represents growth in the market share of  Ameristar
Council  Bluffs  and  in  the Council  Bluffs  gaming  market  in
general.

     Net  revenues for Ameristar Vicksburg were $68.5 million for
the  year ended December 31, 1998 compared with $64.0 million for
the  prior year, an increase of 7.0%.  This increase in  revenues
in  1998 compared to 1997 is due to an increase in casino revenue
of  $3.4 million and a $1.2 million increase in hotel revenue due
to   the  new  hotel  facility.   Management  believes  Ameristar
Vicksburg  maintained  and  will continue  to  hold  its  leading
position  in  the Vicksburg market through effective  promotional
strategies  and by continuing to provide customers with  superior
service and quality gaming and non-gaming products.

     The Jackpot Properties produced stable net revenues of $54.7
million  and $54.5 million for the years ended December 31,  1998
and  1997,  respectively.  A 2.0% increase in casino  revenue  in
1998  was offset by minimal decreases in food and beverage, rooms
and other revenues.

     The  Reserve produced net revenues of $43.6 million in  1998
in its first year of operations (325 days).

COSTS AND EXPENSES

     The  operating  expense ratio for 1998  increased  to  98.8%
(94.8%  before preopening) compared to 86.4% of net  revenues  in
1997.  The  increase in this ratio is primarily a result  of  the
initial operating performance of The Reserve. Excluding the $70.3
million  in operating expenses at The Reserve, operating expenses
were 86.3% of net revenue, which is comparable to 1997.

     Casino  costs  and  expenses increased by $26.6  million  or
33.8% from $78.7 million in 1997 to $105.3 million in 1998.  As a
percentage of casino revenues, casino expenses increased to 48.7%
in  1998 compared to 45.5% in 1997.  The majority of the increase
in expense ($19.4 million) was associated with the opening of The
Reserve  and an increase of $4.6 million in expenses at Ameristar
Council Bluffs associated with additional gaming revenue of  $8.4
million.

     The Company's food and beverage costs and expenses increased
$11.7  million  in  1998 compared to 1997 primarily  due  to  the
opening  of  The Reserve and partially offset by improvements  in
this area at the Jackpot Properties and Ameristar Vicksburg.  The
Company's food and beverage expense-to-revenue ratio increased to
68.9%  in  1998  compared  to 64.5% in 1997.   This  increase  is
directly   related  to  the  startup  operational  inefficiencies
experienced in 1998 at The Reserve.

     <PAGE>

     Rooms  expenses increased by $2.7 million from $3.1  million
in  1997 to $5.8 million in 1998.  The increase was the result of
seven  months  of  operations of the new hotel in  Vicksburg  and
almost 11 months of operations at The Reserve.

     Selling,  general  and  administrative  costs  and  expenses
(including  utilities  and maintenance and  business  development
costs) increased $23.2 million or 44.6% from 1997 to 1998.   Most
of  the  increase was a result of the opening of The Reserve  and
additional  expenses  associated  with  salaries,  marketing  and
professional fees at the corporate level.

     Depreciation  expense increased $7.8 million or  47.9%  from
1997 to 1998 as the Company's depreciable base increased with the
opening of The Reserve and the Ameristar Vicksburg hotel.

     Preopening costs of $10.6 million were expensed during  1998
related to the opening of The Reserve.

     Interest  expense,  net  of  capitalized  interest  of  $4.7
million in 1997 and $1.4 million in 1998, increased $10.6 million
or  87.5%  from  1997.   This  increase  primarily  reflects  the
additional  debt  outstanding to finance the Company's  expansion
and  higher interest rates on those borrowings.  With the opening
of The Reserve in February 1998 and the Ameristar Vicksburg Hotel
in June 1998, the capitalization of interest on funds borrowed to
construct  these projects was discontinued.  Subsequent  interest
costs were reflected as an expense on the statement of operations
rather  than as an additional cost of the projects on the balance
sheet.   Interest was capitalized on borrowings to construct  The
Reserve  and the Ameristar Vicksburg hotel during 1997  and  1998
until the projects commenced operations.

     The  Company's  average borrowing rate was  10.25%  in  1998
compared to 9.9% in 1997. The borrowing rate increased due to the
issuance of $100 million in Senior Subordinated Notes in mid-1997
and  an  increase  in  LIBOR.   (See  "-  Liquidity  and  Capital
Resources.").

     The Company's effective Federal tax rate on income was 36.5%
in 1997 and the tax benefit on losses was 33.3% in 1998 versus the
Federal  statutory  rate  of  35%.   The  differences  from   the
statutory  rates  are  due  to the effects  of  certain  expenses
incurred  by  the  Company which are not deductible  for  Federal
income tax purposes.

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

SUMMARY

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

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

<PAGE>opening   of   Ameristar  Council  Bluffs.    Income   from
operations after preopening costs was $17.3 million in 1996.

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

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

REVENUES

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

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

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

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

     <PAGE>

COSTS AND EXPENSES

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

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

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

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

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

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

     No preopening costs were expensed during 1997.

     Interest  expense,  net  of  capitalized  interest  of  $2.3
million  in 1996 and $4.7 million in 1997, increased $3.8 million
or  45.8%  from  1996.   This  increase  primarily  reflects  the
additional  debt  outstanding to finance the Company's  expansion
and  higher interest rates on those borrowings.  In addition,  as
Ameristar Council Bluffs' facilities were completed during

<PAGE>1996,  the capitalization of interest on funds borrowed  to
construct  the  project was discontinued and subsequent  interest
costs were reflected as an expense on the income statement rather
than  as an additional cost of the project on the balance  sheet.
Interest  was capitalized on borrowings to construct The  Reserve
and the Ameristar Vicksburg hotel during 1997.

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

     The Company's effective Federal tax rate on income was 36.5%
in  both 1996 and 1997 versus the Federal statutory rate of  35%,
due  to  the effects of certain expenses incurred by the  Company
which are not deductible for Federal income tax purposes.

LIQUIDITY AND CAPITAL RESOURCES
          
     The  Company's  cash flow from operations was $23.1  million
for  the  year  ended  December 31, 1998, as  compared  to  $33.6
million  for  the year ended December 31, 1997.  The Company  had
unrestricted cash of approximately $18.2 million as  of  December
31,  1998  compared to $13.0 million at December 31,  1997.  This
increase  in  cash resulted from a net increase in borrowings  of
$35.9 million during the year and the $23.1 million of cash  flow
from operations, partially offset by capital expenditures related
to  The  Reserve  and  the Ameristar Vicksburg  hotel  and  other
capital  improvement  projects.  The  Company's  current   assets
increased by approximately $8.5 million from December 31, 1997 to
December  31, 1998. This was primarily the result of an  increase
in cash on hand, inventories, deferred taxes and prepaid expenses
offset by decreases in receivables.  The Company historically has
funded  its  daily  operations  through  net  cash  provided   by
operating  activities  and its significant  capital  expenditures
primarily through bank debt and other debt financing.

     The  Company's  cash  flow  used  for  investing  activities
decreased  $9.5  million  from $63.4 million  in  1997  to  $53.9
million  in 1998.  This was primarily a result of completing  The
Reserve  and Ameristar Vicksburg hotel construction in the  first
half of 1998 and making payments on construction payables related
to these projects.

     Cash  flow  from financing activities increased  from  $32.1
million  in  1997  to  $35.9 million  in  1998  as  a  result  of
additional  borrowings  to  complete The  Reserve  and  Ameristar
Vicksburg hotel construction.

     On  July 15, 1997, the Company refinanced its long-term debt
through  a  new $125 million revolving bank credit facility  with
Wells  Fargo  Bank, N.A. ("WFB") and a syndicate  of  banks  (the
"Revolving  Credit  Facility")  and  the  sale  of  $100  million
aggregate  principal amount of 10-1/2% Senior Subordinated  Notes
due 2004  (the "Senior Subordinated Notes").

     The  Revolving Credit Facility was entered into on  July  8,
1997,  pursuant  to  a Credit Agreement among Ameristar  and  its
principal  subsidiaries (the "Borrowers"), a  syndicate  of  bank
lenders and WFB as Agent Bank, Arranger and Swingline Lender. The
Borrowers do not

<PAGE>include AC Hotel Corp., which owns the hotel  at  Ameristar
Vicksburg,  and  a purchasing subsidiary. The Borrowers  made  an
initial  draw  of  $114.5  million  under  the  Revolving  Credit
Facility on July 15, 1997, which was used to repay $94.5  million
in  borrowings outstanding under a prior bank credit facility and
a $20.0 million short-term loan from WFB.

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

     Following the application of the net proceeds from the  sale
of  the  Senior  Subordinated Notes, the Company made  additional
draws under the Revolving Credit Facility during 1997 and 1998 of
$53.5  million to fund a portion of the capital expenditures  for
the  development  of  The  Reserve.  At December  31,  1998,  the
outstanding  principal balance of the Revolving  Credit  Facility
was $90.0 million.

     Until Phase I of The Reserve was completed in February 1998,
draws  under the Revolving Credit Facility could only be used  to
fund  construction  of  The Reserve and certain  other  specified
expenditures. Following the completion of Phase I of The Reserve,
the  Revolving  Credit Facility proceeds may  be  used  only  for
working  capital  purposes of the Borrowers and  funding  ongoing
capital expenditures for existing facilities.

     The  Borrowers and the lenders amended the Revolving  Credit
Facility  effective June 30, 1998.  Under the  amended  Revolving
Credit  Facility, borrowings under the Revolving Credit  Facility
may  not  exceed 2.75 times the Borrowers' rolling  four  quarter
EBITDA,  and the Borrowers' total funded debt may not exceed  the
Borrowers' rolling four-quarter EBITDA multiplied by a factor  as
follows:    5.25   commencing  June  30,  1998;  5.5   commencing
September   30,  1998;  5.25  commencing  June  30,  1999;   4.75
commencing December 31, 1999; 4.5 commencing March 31, 2000;  and
4.0 commencing September 30, 2000.  For purposes of the Revolving
Credit  Facility, the Borrowers' EBITDA is generally  defined  as
net  income  before interest expense, income taxes,  depreciation
and  amortization, preopening costs and certain extraordinary and
non-cash  items.  As of December 31, 1998, the total funded  debt
of  the  Borrowers was 5.498 times the Borrowers'  rolling  four-
quarter EBITDA.  The maximum amount available under the Revolving
Credit Facility reduces semi-annually commencing July 1, 1999  on
a  sliding  scale (ranging from $2.5 million to $10.0 million  in
reductions)  with a final reduction of $75.0 million at  maturity
on June 30, 2003.

     
     The  Revolving  Credit  Facility, as amended,  requires  the
Borrowers to maintain a gross fixed charge coverage ratio of 1.25
to 1.0 until September 30, 1999, and 1.50 to 1.0 thereafter.  For
purposes of these covenants, principal payments on the Gem  Notes
(as defined

<PAGE>below) will be included only to the extent actually paid in
the  applicable period.  The Revolving Credit Facility  prohibits
Ameristar from making any dividend or other distribution  on  its
capital  stock during any period in which the Borrowers'  rolling
four-quarter ratio of total funded debt to EBITDA is greater than
2.0 to 1.0.
     
     The  amended  Revolving  Credit  Facility  also  limits  the
Borrower's  aggregate capital expenditures in  each  year  to  an
amount  equal  to  5% of their consolidated net revenue  for  the
preceding  year  and prohibits the Borrowers from  incurring  any
additional  secured  indebtedness without  the  approval  of  the
lenders.  The amended Revolving Credit Facility also requires the
Borrowers  to  maintain  a  tangible  net  worth  of   at   least
$56,000,000,  plus 90% of net income (without any  reduction  for
net losses) as of the end of each quarter beginning September 30,
1998  plus  90%  of  the  net proceeds of certain  future  equity
offerings.  As  of  March  31,  September  30  and  December  31,
1998,  the  Company has been in non-compliance with the  tangible
net  worth requirement.  In each instance of non-compliance,  the
Company  has obtained a waiver of the violation from the lenders.
As  of  December 31, 1998, the Company's tangible net  worth  was
$2.8 million less than required by this covenant.  The waiver for
this  violation also amended the  Revolving  Credit  Facility  to
reduce  the  minimum  tangible  net  worth requirement commencing 
March 31, 1999 to $50.0 million, plus 90% of net income  (without
any  reduction  for  net  losses)  as  of the end of each quarter 
beginning March 31, 1999, plus 90% of the net proceeds of certain
future equity offerings.
     
     Under the terms of the Revolving Credit Facility, concurrent
with  each loan draw, the Borrowers may select the interest  rate
based  on either the London Interbank Offering Rate ("LIBOR")  or
WFB's  prime  interest rate.  The maximum number  of  outstanding
draws at any time using LIBOR is five, with a minimum draw amount
of  $5.0 million per draw.  A LIBOR draw can be for a one-, two-,
three-  or six-month term with interest accruing monthly and  due
at  the  end  of  the term, but in no event less frequently  than
quarterly.  The interest rate is fixed throughout the term  of  a
LIBOR-based  draw  and, as amended, ranges from  LIBOR  plus  1.5
percentage  points  to LIBOR plus 4.0 percentage  points.   On  a
prime  interest rate draw, the interest rate is variable and,  as
amended,  ranges  from  a minimum of prime plus  0.25  percentage
points  to  a  maximum of prime plus 2.75 percentage points  with
interest  payable monthly in arrears.  As of December  31,  1998,
the  Borrowers have taken LIBOR draws totaling $90.0 million with
an average interest rate of approximately 9.25 percent per annum.
The  applicable  margins for both LIBOR draws and prime  interest
rate  draws  adjust  semiannually  based  on  the  ratio  of  the
Company's consolidated total debt to consolidated cash flows,  as
measured by an EBITDA formula.
     
     The  Company  has  entered  into  an  interest  rate  collar
agreement  with WFB to manage interest expense, which is  subject
to  fluctuation due to the variable-rate nature of the debt under
the  Company's  Revolving Credit Facility.  Under the  agreement,
which  covers  $50.0 million of the borrowings on  the  Revolving
Credit  Facility,  the Company has a LIBOR  floor  rate  of  5.39
percent  and  a  LIBOR  ceiling  rate  of  6.75 percent, plus the
applicable margin.  As of December 31, 1998, the Company had paid
approximately $10,000 in additional interest as a result of  this
agreement.  The agreement terminates on June 30, 2003 to coincide
with the maturity of  the Revolving Credit Facility.
     
     <PAGE>
     
     The  Revolving  Credit  Facility  is  secured  by  liens  on
substantially  all  of  the  real and personal  property  of  the
Borrowers.   The Revolving Credit Facility prohibits  any  future
secondary  liens  on these properties without the  prior  written
approval of the lenders.  Certain changes in control of Ameristar
may constitute a default under the Revolving Credit Facility. The
Revolving  Credit Facility binds the Borrowers  to  a  number  of
additional affirmative and negative covenants, including promises
to  maintain  certain financial ratios and tests  within  defined
parameters.   As  of  December  31,  1998,  the  Company  was  in
compliance with these covenants, except as indicated above.
     
     The  Borrowers paid various fees and other loan  costs  upon
the  closing  of  the Revolving Credit Facility  that  are  being
amortized  over  the term of the Revolving Credit  Facility.   In
addition, commencing in July 1998, the Borrowers are required  to
pay  quarterly  commitment fees at an annual  rate  of  0.50%  or
0.375% of the unused portion of the Revolving Credit Facility.
     
     The Company's prior credit facility was terminated early  in
connection with entering into the Revolving Credit Facility.   As
a  result,  the Company incurred a $1.1 million pre-tax  non-cash
extraordinary charge ($673,000 or $0.03 per share on an after-tax
basis)  during  1997  to  reflect the  accelerated  write-off  of
unamortized deferred financing costs.
     
     The Senior Subordinated Notes were issued under an Indenture
dated  July 15, 1997 (the "Indenture").  In addition to Ameristar
and   the   trustee,   all  of  Ameristar's   subsidiaries   (the
"Guarantors")  are parties to the Indenture for  the  purpose  of
guaranteeing   (the   "Guarantees")  payments   on   the   Senior
Subordinated Notes.
     
     The Senior Subordinated Notes will mature on August 1, 2004.
Interest  is  payable semiannually on February 1  and  August  1,
commencing February 1, 1998, at the per annum rate of 10.5%.  The
Senior Subordinated Notes and the Guarantees are not secured  and
are  subordinate  to all existing and future Senior  Indebtedness
(as defined), which includes the Revolving Credit Facility.
     
     Ameristar may redeem the Senior Subordinated Notes, in whole
or in part, at any time on or after August 1, 2001, at redemption
prices  that  decline over time from 105.25% to 101.75%.   Senior
Subordinated  Notes  may  also  be  redeemed  if  the  holder  or
beneficial owner thereof is required to be licensed, qualified or
found  suitable under applicable Gaming Laws (as defined) and  is
not so licensed, qualified or found suitable.  Ameristar may also
be  required to redeem a portion of the Senior Subordinated Notes
in  the  event of certain asset sales or the loss of  a  material
gaming license, and each holder of the Senior Subordinated  Notes
will  have the right to require Ameristar to redeem such holder's
Senior  Subordinated Notes upon a Change of Control (as  defined)
of  Ameristar.  The Senior Subordinated Notes are not subject  to
any mandatory redemption or sinking fund obligations.
     
     The  Indenture includes covenants that restrict the  ability
of  Ameristar  and the Restricted Subsidiaries  (as  defined  and
which includes all Guarantors) from incurring future Indebtedness
(as  defined); provided, however, that Ameristar or any Guarantor
may incur Indebtedness if the incurrence thereof would not result
in the Consolidated Coverage Ratio (as defined) being

<PAGE>greater  than  2.0 to 1.0 on a rolling four-quarter  basis.
The  Indenture also permits Ameristar or a Restricted  Subsidiary
to incur Indebtedness without regard to the Consolidated Coverage
Ratio  test in certain circumstances, including borrowings of  up
to  $140  million under the Revolving Credit Facility, as amended
or  replaced  from time to time, up to $15.0 million in  recourse
furniture, fixtures and equipment financings, up to $7.5  million
in  borrowings  for  the construction of the hotel  at  Ameristar
Vicksburg and up to $5.0 million of other Indebtedness.
     
     The  Indenture also includes certain covenants  that,  among
other  things, limit the ability of Ameristar and its  Restricted
Subsidiaries  to pay dividends or other distributions  (excluding
dividends  and  distributions from  a  Restricted  Subsidiary  to
Ameristar   or   a   Guarantor),  make  investments,   repurchase
subordinated  obligations or capital stock, create certain  liens
(except  those securing Senior Indebtedness), enter into  certain
transactions  with  affiliates,  sell  assets,  issue   or   sell
subsidiary  stock, create or permit restrictions on distributions
from   subsidiaries   or   enter   into   certain   mergers   and
consolidations.
     
     The  Company  constructed  a  150-room  hotel  at  Ameristar
Vicksburg,  which  cost  approximately $10.3  million,  including
capitalized  construction period interest and  preopening  costs.
The  Company  has obtained a nonrecourse loan facility  for  $7.5
million  with  a  private lender for the  purpose  of  funding  a
portion of the construction costs, with the balance provided  out
of operating cash flow.  The loan matured on July 1, 1998 but was
amended  to  mature  on December 31, 1999 and  requires  periodic
interest  payments at the rate of 15% per annum. The  Company  is
required  to pay a non-usage fee at the rate of 3% per  annum  on
the   undrawn  loan  balance,  and  draws  are  subject  to   the
satisfaction  of  various  conditions  typically  applicable   to
construction  loans.  As of December 31,  1998,  the  outstanding
balance on the loan was $7.5 million.
     
     On  June  20, 1997 and as part of the consideration for  the
acquisition   of   The   Reserve,  Ameristar   issued   unsecured
subordinated promissory notes to the former stockholders  of  Gem
Gaming,  Inc.,  the  original developer of  The  Reserve,  in  an
aggregate  principal amount of $28.7 million (the  "Gem  Notes").
The  per  annum interest rate on the Gem Notes is 8%, subject  to
increases up to a maximum of 18% per annum, following one or more
failures to make payments under the Gem Notes by scheduled dates.
Any  interest  not  paid  when scheduled will  thereafter  accrue
interest  as  principal.  The Gem Notes require annual  principal
reduction  payments  ranging from $2.0 million  to  $3.0  million
commencing  in November 1998.  The Gem Notes mature  on  December
31,  2004 and may be prepaid in whole or in part without  penalty
at  any  time.  The Gem Notes are not subject to acceleration  or
other collection efforts upon failure to make a scheduled payment
prior to maturity, and the only remedy for such a failure to make
a  scheduled payment is an increase in interest rate as described
above.   The  Gem  Notes are subordinate to the Revolving  Credit
Facility,  the  Senior  Subordinated Notes  and  other  long-term
indebtedness of Ameristar specified by Ameristar up to a  maximum
of $250 million.
     
     At  December 31, 1998, the Company had other indebtedness in
an aggregate principal amount of $18.6 million.
     
     <PAGE>
     No  assurance can be given that the Company will be able  to
satisfy,  when  necessary,  the  financial  covenants  under  the
Revolving Credit Facility, the Senior Subordinated Notes or other
debt  instruments  for  purposes of  incurring  additional  debt,
including  additional draws under the Revolving Credit  Facility.
In  addition, a failure to satisfy the financial covenants  under
the Revolving Credit Facility could either require the Company to
reduce  the outstanding balance of the Revolving Credit Facility,
which requirements could adversely affect or exceed the Company's
liquidity,  or result in an event of default under  one  or  more
debt instruments.  Adverse changes in the Company's operations or
operating  cash  flow may affect the ability of  the  Company  to
satisfy these financial covenants.

     Capital  expenditures for the year ended December  31,  1998
were  approximately $39.2 million, including approximately  $23.2
million  relating  to  development of The Reserve,  $6.6  million
relating to the development of the Ameristar Vicksburg hotel  and
approximately   $9.4  million  for  normal  capital   improvement
projects  at  the  Jackpot  Properties, Ameristar  Vicksburg  and
Ameristar  Council  Bluffs.   The Company  funded  these  capital
expenditures  primarily  from  net  cash  provided  by  operating
activities and borrowings.

     The Company intends to make minimum capital expenditures  of
approximately  $10.6 million in 1999.  Management  believes  that
the above-described minimum capital expenditure requirements will
be  funded out of draws under the Revolving Credit Facility, cash
on  hand,  operating  cash  flow and  purchase  money  and  lease
financing  related to the acquisition of furniture, fixtures  and
equipment (including gaming equipment).

     Management   is  currently  considering  several   potential
capital  expenditure  projects at Ameristar  Council  Bluffs  and
Ameristar  Vicksburg and is presently remodeling  certain  dining
and  meeting  room  areas at The Reserve.   In  evaluating  these
projects,   management   intends  to   consider   the   operating
performance  of each of the Company's properties, the anticipated
relative  costs  and  benefits  of  the  various  projects,   and
competitive   and   other   relevant   factors,   including   the
availability  of operating cash flow and debt financing  to  fund
capital expenditures.

     Because  the amount of borrowings permitted to be  drawn  at
any  time  under the Revolving Credit Facility is  determined  in
part  by  the Company's rolling four-quarter EBITDA (as defined),
the  Company's anticipated borrowings under the Revolving  Credit
Facility  to  fund  a portion of any capital expenditure  project
will  be  dependent  upon  the level of the  Company's  aggregate
operating  cash flow.  Material increases in operating cash  flow
are  anticipated  to  be primarily dependent upon  the  operating
performance  of  The Reserve.  No assurances can  be  given  with
respect  to the amount of operating cash flow of the Company  for
any  future period, whether the Company will proceed with any  of
the  capital  expenditure projects currently under consideration,
or  the  timing, cost or scope of any project undertaken  by  the
Company.   At  the present time, the Company does not  anticipate
undertaking capital expenditure projects during 1999  that  could
not  be funded out of amounts anticipated to be available through
anticipated  internally  generated cash flow  and  the  Company's
borrowing capacity under the Revolving Credit Facility.

     <PAGE>

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

     
     
YEAR 2000 READINESS DISCLOSURE
          
BACKGROUND

     In  the  past, many computer software programs were  written
using  two digits rather than four to define the applicable year.
As  a  result, date-sensitive computer software may  recognize  a
date using "00" as the year 1900 rather than the year 2000.  This
is  generally  referred to as the "Year  2000  issue."   If  this
situation  occurs,  the  potential  exists  for  computer  system
failures  or  miscalculations by computer programs,  which  could
disrupt operations.

RISK FACTORS

     The  Company  is  in many ways involved in a  low-technology
business. Casino employees, for example, do not require computers
to  deal  blackjack or spin a roulette wheel.  Likewise,  a  chef
does not require computers to prepare a meal and a maid does  not
require  a  computer  to clean and prepare a  guest  room.   Slot
machines are a type of computer, but there is no date embodied in
their   basic  operation  of  choosing  a  random  sequence   and
determining the appropriate payout.

     Nevertheless, the Company does use computers extensively  to
assist its employees in providing good service to its guests  and
to assist management in monitoring the Company's operations.  The
Company's hotel front desks, for example, are highly computerized
so  as  to expedite check-in and check-out of guests.  Similarly,
the Company uses computers in the back-of-the-house to facilitate
purchasing  and  maintaining inventory records.  In  the  casino,
computers  are  used  to  monitor gaming  activity  and  maintain
customer  records, such as credit availability and points  earned
by members of the Company's players clubs.

     Computers  on occasion fail, irrespective of the  Year  2000
issue.  For this reason, where appropriate, the Company maintains
paper  and  magnetic  back-ups and the  Company's  employees  are
trained  in  the use of manual procedures.  When the  front  desk
computer fails, for example, the Company's employees continue  to
check guests in and out using manual methods.

     This  is  not to imply that there is no risk to the  Company
from  the Year 2000 issue.  The risks could be substantial.  Most
of  the  Company's guest rooms, for example, are easily  accessed
only  by  elevator, and most elevators incorporate some  computer
technology.   Likewise, the Company's heating, ventilation,  life
safety and air conditioning systems are highly computerized  and,
of course, critical to the Company's operations.  The Company is

<PAGE>also exposed to the risk that one or more of its vendors or
suppliers  could  experience Year 2000 problems that  may  impact
their  ability to provide goods and services.  Although  this  is
not  considered  as  significant  a  risk  with  respect  to  the
suppliers  of  goods  due  to  the  availability  of  alternative
suppliers,  the  disruption of certain  services,  in  particular
utilities  and  financial  services, could,  depending  upon  the
extent  of the disruption, have a material adverse impact on  the
Company's operations.

     
     
STRATEGY

     The  Company  has evaluated its front- and back-of-the-house
computer  operations.  Most of the casino and hotel  systems  are
already Year 2000 compliant according to the vendors.  Those that
are  not will be upgraded with Year 2000 compliant systems within
the  next  six months.  The back-of-the house accounting  systems
have  been evaluated and at least the payroll system and possibly
all  financial software programs will be upgraded within the next
six months.  Where important to the Company's business, inquiries
are  also being made of third parties with whom the Company  does
significant business, such as vendors and suppliers, as to  their
Year 2000 readiness.

     The Company used Year 2000 compliance as one of its criteria
in  choosing the computer systems for The Reserve.  Some of these
same  systems  have been or will be installed  at  the  Company's
other properties.

     The  Company  has not developed a comprehensive  contingency
plan,  although as previously mentioned a number of its  critical
hotel  and  casino  systems are currently  backed  up  by  manual
procedures  that  have  been  utilized  during  times  of  system
malfunctions.  The Company will continue to assess the need for a
comprehensive   contingency  plan  as   implementation   of   its
corrective action plan continues.

COSTS

     It  is  difficult to calculate the cost to  the  Company  of
ensuring  that  its  systems are Year  2000  compliant,  in  part
because  there are many different solutions to various Year  2000
situations.  In the case of the Company's elevators, for example,
the  Company  has requested that the third parties with  whom  it
contracts  for  its  elevator maintenance inspect  each  elevator
system,  as  part of its normal maintenance, for  any  Year  2000
issues.

     The  Company has estimated that total hardware and  software
for   the   back-of-the  house  accounting  system   could   cost
approximately $750,000 on a companywide basis.  The overall costs
of  addressing  the Year 2000 issue have not  been  and  are  not
expected  to be material to the Company's financial condition  or
results of operations.

     <PAGE>


ITEM 7A.  QUANTITATIVE     AND      QUALITATIVE
          DISCLOSURES ABOUT MARKET RISK
          
     Except  for  the  Revolving  Credit  Facility,  under  which
$90.0  million was outstanding at December 31, 1998, and  certain
other  long-term  debt outstanding at December 31,  1998  in  the
aggregate  amount  of $5.5 million (collectively,  the  "Variable
Rate  Debt"),  all  of the Company's other long-term  debt  bears
interest  at fixed rates.  The Variable Rate Debt bears  interest
equal to the WFB prime interest rate or LIBOR in effect from time
to time, in each case plus an applicable margin determined by the
ratio  of  the  Company's consolidated total debt to consolidated
cash  flows,  as measured by an EBITDA formula.  At December  31,
1998,  the  average  interest rate  applicable  to  the  Variable
Rate  Debt was 9.25%.   An increase  of  one percentage  point in
the average  interest  rate applicable to the Variable Rate  Debt
outstanding at December 31, 1998,  would  increase  the Company's
annual  interest  costs  by approximately $955,000.  The  Company
has entered into an interest rate  collar  agreement  with WFB to
manage the effects of fluctuations in the interest rate applicable
to up to $50.0 million in LIBOR draws under the Revolving  Credit
Facility.

     Although the Company manages its short-term cash assets with
a  view to maximizing return with minimal risk, the Company  does
not  invest  in market rate sensitive instruments for trading  or
other  purposes,  including so-called derivative securities,  and
the Company is not exposed to foreign currency exchange risks  or
commodity price risks in its portfolio transactions.

ITEM 8.   FINANCIAL       STATEMENTS        AND
          SUPPLEMENTARY DATA
          
     The  Report  of the Company's Independent Public Accountants
appears  at  page  F-1  hereof, and  the  Consolidated  Financial
Statements and Notes to Consolidated Financial Statements of  the
Company appear at pages F-2 through F-29 hereof.

ITEM 9.   CHANGES  IN  AND  DISAGREEMENTS  WITH
          ACCOUNTANTS    ON   ACCOUNTING    AND
          FINANCIAL DISCLOSURE.
          
     None.

                            PART III
                                
ITEM 10.  DIRECTORS  AND EXECUTIVE OFFICERS  OF
          THE REGISTRANT
          
     The information required by this Item is set forth under the
captions "Item 1 - Election of Directors - Information Concerning
the  Nominees"  and "- Directors and Executive Officers"  in  the
Company's  definitive  Proxy  Statement  to  be  filed  with  the
Securities and Exchange Commission and is incorporated herein  by
this reference as if set forth in full.

     <PAGE>

ITEM 11.  EXECUTIVE COMPENSATION
          
     The information required by this Item is set forth under the
caption  "Executive  Compensation" in  the  Company's  definitive
Proxy  Statement  to  be filed with the Securities  and  Exchange
Commission and is incorporated herein by this reference as if set
forth in full.

ITEM 12.  SECURITY    OWNERSHIP   OF    CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT
          
     The information required by this Item is set forth under the
caption  "Item 1 - Election of Directors - Security Ownership  of
Certain  Beneficial  Owners  and  Management"  in  the  Company's
definitive  Proxy Statement to be filed with the  Securities  and
Exchange  Commission and is incorporated herein by this reference
as if set forth in full.

ITEM 13.  CERTAIN   RELATIONSHIPS  AND  RELATED
          TRANSACTIONS.
          
     The information required by this Item is set forth under the
caption "Certain Transactions" in the Company's definitive  Proxy
Statement to be filed with the Securities and Exchange Commission
and  is incorporated herein by this reference as if set forth  in
full.

                             PART IV
                                
ITEM 14.  EXHIBITS,     FINANCIAL     STATEMENT
          SCHEDULES AND REPORTS ON FORM 8-K
          
The following are filed as part of this Report:

  (a)1.     Financial Statements
  
          Report of Independent Public Accountants.
          Consolidated  Balance Sheets as  of  December  31,
             1997 and 1998.
          Consolidated  Statements of Income for  the  years
             ended December 31, 1996, 1997 and 1998.
          Consolidated  Statements  of Stockholders'  Equity
             for the years ended December 31, 1996, 1997 and
             1998.
          Consolidated  Statements of  Cash  Flows  for  the
             years ended December 31, 1996, 1997 and 1998.
          Notes to Consolidated Financial Statements.
             
  (a)2.     Financial Statement Schedules
  
          All  schedules  for  which provision  is  made  in  the
          applicable accounting regulations of the Securities and
          Exchange  Commission  are not  required  under  related
          instructions  or  are inapplicable and  therefore  have
          been omitted.
          
          <PAGE>
          
  (a)3.     Exhibits
  
     The  following exhibits listed are filed or incorporated  by
reference as part of this Report.  Certain of the listed exhibits
are  incorporated by reference to previously filed reports of the
registrant under the Securities Exchange Act of 1934, as amended,
including  Forms  10-K, 10-Q and 8-K.  These  reports  have  been
filed  with  the  Securities and Exchange Commission  under  file
number 0-22494.

EXHIBI                                             
  T        DESCRIPTION OF EXHIBIT          METHOD OF FILING
NUMBER                                             
   
     
 3.1    Articles of Incorporation of   Incorporated by reference
        Ameristar Casinos, Inc.        to Exhibit 3.1 to
        ("ACI").                       Registration Statement on
                                       Form S-1 filed by ACI
                                       under the Securities Act
                                       of 1933, as amended (File
                                       No. 33-68936) (the
                                       "Form S-1").
 3.2    Bylaws of ACI.                 Incorporated by reference
                                       to Exhibit 3.2 to ACI's
                                       Annual Report on Form 10-
                                       K for the year ended
                                       December 31, 1995 (the
                                       "1995 10-K").
 4.1    Specimen Common Stock          Incorporated by reference
        Certificate.                   to Exhibit 4 to Amendment
                                       No. 2 to the Form S-1.
4.2(a)  Credit Agreement, dated as of  Incorporated by reference
        July 8, 1997, among ACI,       to Exhibits 4.1 and 99.1
        Cactus Pete's, Inc. ("CPI"),   to the Current Report on
        Ameristar Casino Vicksburg,    Form 8-K of ACI filed on
        Inc. ("ACVI"), Ameristar       July 30, 1997 (the "July
        Casino Council Bluffs, Inc.    1997 8-K").
        ("ACCBI") and Ameristar
        Casino Las Vegas, Inc.
        ("ACLVI"), as Borrowers, the
        Lenders named therein, and
        Wells Fargo Bank, National
        Association ("WFB") as
        Arranger, Agent Bank and
        Swingline Lender, together
        with a list describing
        omitted schedules and
        exhibits thereto.
4.2(b)  First Amendment to Credit      Filed electronically
        Agreement, dated as of         herewith
        September 9, 1998, among ACI,
        CPI, ACVI, ACCBI, ACLVI, the
        lenders named therein and
        WFB, as Swingline Lender and
        Agent Bank.
4.2(c)  Interest Rate Collar           Filed electronically
        Agreement dated August 10,     herewith
        1998, between ACI and WFB.
4.3(a)  Indenture, dated as of         Incorporated by reference
        July 15, 1997, among ACI,      to Exhibit 4.2 to the
        ACLVI, ACVI, A.C. Food         July 1997 8-K.
        Services, Inc. ("ACFSI"), AC
        Hotel Corp. ("ACHC"), ACCBI
        and First Trust National
        Association, including the
        forms of Notes and Subsidiary
        Guarantees issued thereunder.
4.3(b)  Registration Rights            Incorporated by reference
        Agreement, dated as of         to Exhibit 4.3 to the
        July 15, 1997, among ACI,      July 1997 8-K.
        ACCBI, ACFSI, ACHC, ACLVI,
        ACVI, CPI, Bear, Stearns &
        Co. Inc., BT Securities
        Corporation and First Chicago
        Capital Markets, Inc.
4.3(c)  Supplemental Indenture, dated  Incorporated by reference
        as of October 24, 1997, among  to Exhibit 4.1(c) to
        ACI, CPI, ACLVI, ACVI, ACFSI,  Amendment No. 1 to
        ACHC, ACCBI and First Trust    Registration Statement on
        National Association.          Form S-4 filed by ACI,
                                       CPI, ACVI, ACCBI, ACLVI,
                                       ACFSI and ACHC under the
                                       Securities Act of 1933,
                                       as amended (File No. 333-
                                       34381) (the "Form S-4").
 4.4    Other Long-Term Debt.          See Exhibits 10.8(e)-(h)
        See Exhibits 10.8(e)-(h) and   and 99.1.
        99.1.
*10.1(  Employment Agreement, dated    Incorporated by reference
  a)    November 15, 1993, between     to Exhibit 10.1(a) to
        ACI and Thomas M. Steinbauer.  ACI's Annual Report on
                                       Form 10-K for the year
                                       ended December 31, 1994
                                       (the "1994 10-K").
*10.2   Ameristar Casinos, Inc. 1993   Incorporated by reference
        Non-Employee Director Stock    to Exhibit 10.2 to ACI's
        Option Plan, as amended and    Quarterly Report on Form
        restated.                      10-Q for the quarter
                                       ended June 30, 1994.
*10.3   Ameristar Casinos, Inc.        Incorporated by reference
        Management Stock Option        to Exhibit 10.3 to ACI's
        Incentive Plan, as amended     Quarterly Report on Form
        and restated.                  10-Q for the quarter
                                       ended September 30, 1996
                                       (the "September 1996 10-
                                       Q").
*10.4   Form of Indemnification        Incorporated by reference
        Agreement between ACI and      to Exhibit 10.33 to
        each of its directors and      Amendment No. 2 to the
        officers.                      Form S-1.
*10.5   Housing Agreement, dated       Incorporated by reference
        November 15, 1993 between CPI  to Exhibit 10.17 to the
        and Craig H. Neilsen.          1994 10-K.
 10.6   Plan of Reorganization, dated  Incorporated by reference
        November 15, 1993, between     to Exhibit 2.1 to the
        ACI and Craig H. Neilsen in    1994 10-K.
        his individual capacity and
        as trustee of the
        testamentary trust created
        under the last will and
        testament of Ray Neilsen
        dated October 9, 1963.
 10.7   Excursion Boat Sponsorship     Incorporated by reference
        and Operations Agreement,      to Exhibit 10.15 to the
        dated September 15, 1994,      1995 10-K.
        between Iowa West Racing
        Association and ACCBI.
10.8(a) Merger Agreement, dated as of  Incorporated by reference
        May 31, 1996, among Gem        to Exhibits 10.1 and 99.1
        Gaming, Inc. ("Gem"), ACI,     to ACI's Quarterly Report
        ACLVI, Steven W. Rebeil        on Form 10-Q for the
        ("Rebeil") and Dominic J.      quarter ended June 30,
        Magliarditi ("Magliarditi"),   1996 (the "June 1996 10-
        together with a list           Q").
        describing omitted schedules
        and exhibits thereto.
10.8(b) First Amendment to Merger      Incorporated by reference
        Agreement, dated July 2,       to Exhibit 10.5 to the
        1996, among Gem, ACI, ACLVI,   June 1996 10-Q.
        Rebeil and Magliarditi.
10.8(c) Second Amendment to Merger     Incorporated by reference
        Agreement, dated as of         to Exhibits 10.3 and 99.1
        September 27, 1996, among      to ACI's Current Report
        Gem, ACI, ACLVI, Rebeil and    on Form 8-K filed on
        Magliarditi, together with a   October 24, 1996 (the
        list describing omitted        "October 1996 8-K").
        schedules and exhibits
        thereto.
10.8(d) Settlement Agreement, dated    Incorporated by reference
        as of May 3, 1997, among ACI,  to Exhibit 10.1 to ACI's
        ACLVI, Rebeil, Magliarditi,    Quarterly Report on Form
        Gem Air, Inc. and NVAGAIR.     10-Q for the quarter
                                       ended March 31, 1997.
10.8(e) Promissory Note, dated as of   Incorporated by reference
        June 1, 1997, made by ACI      to Exhibit 10.8(k) to the
        payable to the order of        Form S-4.
        Rebeil in the original
        principal amount of
        $13,232,146.
10.8(f) Promissory Note, dated as of   Incorporated by reference
        June 1, 1997, made by ACI      to Exhibit 10.8(l) to the
        payable to the order of        Form S-4.
        Magliarditi in the original
        principal amount of $417,854.
10.8(g) Non-Negotiable Promissory      Incorporated by reference
        Note, dated as of June 1,      to Exhibit 10.8(m) to the
        1997, made by ACI payable to   Form S-4.
        the order of Rebeil in the
        original principal amount of
        $14,540,820.
10.8(h) Non-Negotiable Promissory      Incorporated by reference
        Note, dated as of June 1,      to Exhibit 10.8(n) to the
        1997, made by ACI payable to   Form S-4.
        the order of Magliarditi in
        the original principal amount
        of $459,180.
10.9(a) Lease, dated September 8,      Incorporated by reference
        1992, between Magnolia Hotel   to Exhibit 10.2 to the
        Company and ACVI as the        Form S-1.
        assignee of Craig H. Neilsen.
10.9(b) First Amendment to Agreement,  Incorporated by reference
        dated July 14, 1993, between   to Exhibit 10.2(b) to the
        Magnolia Hotel Company and     1995 10-K.
        ACVI as the assignee of Craig
        H. Neilsen.
10.9(c) Second Amendment to Lease      Incorporated by reference
        Agreement, dated June 1,       to Exhibit 10.2(c) to the
        1995, between Magnolia Hotel   1995 10-K.
        Company and ACVI.
10.10(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 Exhibits 10.12 and
        Permit, dated May 15, 1995,    99.1 to ACI's Annual
        between the State of Iowa      Report on Form 10-K for
        acting through the Iowa        the year ended
        Department of Natural          December 31, 1996 (the
        Resources and ACCBI as the     "1996 10-K").
        assignee of Koch Fuels, Inc.
10.13   Option Agreement, dated July   Incorporated by reference
        11, 1995, between Levy Realty  to the Exhibit 10.13 to
        Trust and ACLVI as the         the 1996 10-K.
        successor to Gem.
 21.1   Subsidiaries of ACI.           Incorporated by reference
                                       to Exhibit 21.1 to the
                                       Form S-4.
 23.1   Consent of Arthur Andersen     Filed electronically
        LLP.                           herewith.
 27.1   Financial Data Schedule        Filed electronically
                                       herewith.
 99.1   Agreement to furnish           Filed electronically
        Securities and Exchange        herewith.
        Commission certain
        instruments defining the
        rights of holders of certain
        long-term debt.
_________________________________
*   Denotes  a  management  contract  or  compensatory  plan   or
arrangement.

  
  
  (b)  Reports on Form 8-K
          


          None.
          
          
          
                        <PAGE>SIGNATURES
                                
     Pursuant to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this amendment to be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                              AMERISTAR CASINOS, INC.
                          (Registrant)

April 1,  1999               By:   /s/ Thomas Steinbauer
                                   Thomas Steinbauer
                                   Sr. Vice President of Finance, CFO



<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, 1997 and 1998, and the related  consolidated
statements of operations, stockholders' equity and cash flows for
each  of  the three years in the period ended December 31,  1998.
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, 1997 and 1998, and the results of their  operations
and  their  cash flows for each of the three years in the  period
ended  December  31, 1998, in conformity with generally  accepted
accounting principles.



                                ARTHUR ANDERSEN LLP

Las Vegas, Nevada
March 10, 1999 (except with respect
to matter discussed in Note 5, as
to which the date is March 31, 1999)
                                
                                
                                
                                
                             <PAGE>
<TABLE>
                     AMERISTAR CASINOS, INC.
                   CONSOLIDATED BALANCE SHEETS

                             ASSETS
                     (Amounts in Thousands)
<S>                                                <C>          <C>

                                                       December 31,
                                                     1997        1998
                                                   --------    --------                                    
CURRENT ASSETS:
  Cash and cash equivalents                        $ 13,031    $ 18,223
  Restricted cash                                       153         119
  Accounts receivable, net                            2,051       1,476
  Income tax refund receivable                        2,103       2,815
  Inventories                                         2,300       3,614
  Prepaid expenses                                    4,125       4,794
  Deferred income taxes                               2,724       3,906
                                                   --------    --------
    Total current assets                             26,487      34,947
                                                   --------    --------  
  
PROPERTY AND EQUIPMENT, at cost:
  Buildings and improvements                        171,942     260,716
  Building under capitalized lease                      800         800
  Furniture, fixtures and equipment                  54,024      91,329
  Furniture, fixtures and equipment
   under capitalized leases                           7,531       3,907
                                                   --------    --------
                                                    234,297     356,752
    Less: Accumulated depreciation and
      amortization                                   68,951      92,708
                                                   --------    --------
                                                    165,346     264,044
  Land                                               26,309      26,485
  Land under capitalized leases                       4,865       4,865
  Construction in progress                           85,648       2,426
                                                   --------    -------- 
                                                    282,168     297,820
                                                   --------    -------- 
PREOPENING COSTS                                      6,820         -
                                                   --------    --------
EXCESS OF PURCHASE PRICE OVER FAIR
 MARKET VALUE OF NET ASSETS ACQUIRED                 15,408      15,046
                                                   --------    --------
DEPOSITS AND OTHER ASSETS                             5,303       3,924
                                                   --------    --------
                                                   $336,186    $351,737
                                                   ========    ========
</TABLE>
The accompanying notes are an integral part of these consolidated
                         balance sheets.

                  <PAGE>
<TABLE>
                        AMERISTAR CASINOS, INC.
                   CONSOLIDATED BALANCE SHEETS
                           (CONTINUED)
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
            (Amounts in Thousands, Except Share Data)
<S>                                                 <C>         <C>

                                                       December 31,
                                                      1997        1998
                                                    --------    --------
CURRENT LIABILITIES:
  Accounts payable                                  $  4,772    $  6,324
  Construction contracts payable                      19,391         913
  Accrued liabilities                                 21,549      26,359
  Current obligations under
   capitalized leases                                    875       2,398
  Current maturities of notes payable
   and long-term debt                                  5,635       9,924
                                                    --------    --------  
    Total current liabilities                         52,222      45,918
                                                    --------    --------
OBLIGATIONS UNDER CAPITALIZED
 LEASES, net of current
 maturities                                            9,600      13,196
                                                    --------    --------
NOTES PAYABLE AND LONG-TERM
 DEBT, net of current maturities                     183,513     217,203
                                                    --------    --------
DEFERRED INCOME TAXES                                 10,212       7,496
                                                    --------    -------- 
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, 1997                       
   and 1998                                              204         204
  Additional paid-in capital                          43,043      43,043
  Retained earnings                                   37,392      24,677
                                                    --------    --------

                                                      80,639      67,924
                                                    --------    --------
                                                    $336,186    $351,737
                                                    ========    ========
</TABLE>

The accompanying notes are an integral part of these consolidated
                         balance sheets.

                             <PAGE>
<TABLE>
                        AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
          (Amounts in Thousands, Except Per Share Data)
<S>                                      <C>       <C>       <C>
                                            Years ended December 31,
                                           1996      1997      1998
                                         --------  --------  -------- 
REVENUES:
  Casino                                 $161,338  $173,077  $216,345
  Food and beverage                        24,250    30,672    45,745
  Rooms                                     7,641     9,685    14,434
  Other                                     7,760     8,275     9,966
                                         --------  --------  --------
                                          200,989   221,709   286,490
  Less: Promotional
   allowances                              12,524    15,530    22,071
                                         --------  --------  --------
    Net revenues                          188,465   206,179   264,419
                                         --------  --------  --------
OPERATING EXPENSES:
  Casino                                   75,685    78,733   105,331
  Food and beverage                        16,773    19,784    31,506
  Rooms                                     2,368     3,130     5,791
  Other                                     7,054     7,546     8,592
  Selling, general and
   administrative                          47,758    51,958    75,147
  Depreciation and
   amortization                            14,135    16,358    24,191
  Abandonment loss                            -         646       -
  Preopening costs                          7,379       -      10,611
                                         --------  --------  --------
    Total operating expenses              171,152   178,155   261,169
                                         --------  --------  --------
    Income from operations                 17,313    28,024     3,250
    
OTHER INCOME (EXPENSE):
  Interest income                             354       445       378
  Interest expense                         (8,303)  (12,107)  (22,699)
  Other                                       (77)      (35)       (7)
                                         --------  --------  -------- 
INCOME (LOSS) BEFORE
 INCOME TAX PROVISION
 (BENEFIT)                                  9,287    16,327   (19,078)
  Income tax provision
   (benefit)                                3,390     5,959    (6,363)
                                         --------  --------  --------
INCOME (LOSS) BEFORE
 EXTRAORDINARY LOSS                        5,897     10,368   (12,715)

EXTRAORDINARY LOSS ON EARLY
 RETIREMENT OF DEBT, net of                                   
 income tax benefit of $0,
 $387 and $0, respectively                   -         (673)      -
                                         --------  --------  --------
NET INCOME (LOSS)                        $  5,897  $  9,695  $(12,715)
                                         ========  ========  ========

</TABLE>

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

<S>                                       <C>       <C>       <C> 
                                            Years ended December 31,
                                            1996      1997      1998
                                          --------  --------  --------                              
EARNINGS (LOSS) PER SHARE:
  Income (loss) before
  extraordinary loss
    Basic and diluted                     $   0.29  $   0.51  $  (0.62)
  Net income (loss)
    Basic and diluted                     $   0.29  $   0.48  $  (0.62)
  
WEIGHTED AVERAGE
 SHARES OUTSTANDING                         20,360    20,360    20,360

</TABLE>
























The accompanying notes are an integral part of these consolidated
                      financial statements.
<PAGE>
<TABLE>
                        AMERISTAR CASINOS, INC.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
         (Amounts in Thousands, Except Number of Shares)
<S>                     <C>         <C>       <C>        <C>       <C> 
                              Capital Stock   Additional
                            No. of            Paid-In    Retained
                            Shares   Balance  Capital    Earnings    Total
                        ----------  --------  --------   --------  -------- 
  
Balance,
 December 31, 1995      20,360,000  $    204  $ 43,043   $ 21,800  $ 65,047

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

  Net income                -            -         -        9,695     9,695
                        ----------  --------  --------   --------  --------
Balance,
 December 31, 1997      20,360,000       204    43,043     37,392    80,639

  Net loss                  -            -         -      (12,715)  (12,715)
                        ----------  --------  --------   --------  --------
Balance,
 December 31, 1998      20,360,000  $    204  $ 43,043   $ 24,677  $ 67,924
                        ==========  ========  ========   ========  ========  


</TABLE>

















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

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

                      AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Amounts in Thousands)


                                          Years ended December 31,
                                          1996      1997      1998
                                        --------  --------  --------
CASH FLOWS FROM OPERATING
 ACTIVITIES:

  Net income (loss)                     $  5,897  $  9,695  $(12,715)

  Adjustments to reconcile
   net income (loss) to net
   cash provided by operating
   activities:
    Depreciation and
      amortization                        14,135    16,358    24,191
    Change in deferred income taxes         (181)    2,964    (3,898)
    Net (gain) loss on
      disposition of assets                  (56)      505        11
    Amortization of debt
      issuance costs                         229       424       661
    Preopening costs                       7,379       -      10,611
    Extraordinary loss on
      early retirement of debt               -       1,060       -
    Changes in current assets
      and liabilities:
       Restricted cash                      (162)      265        34
       Accounts receivable, net              (94)     (643)      575
       Income tax receivable                 -      (2,103)     (712)
       Inventories                          (112)       85    (1,314)
       Prepaid expenses                     (468)     (374)     (669)
       Accounts payable                    3,524    (2,531)    1,552
       Accrued liabilities                 3,037     7,985     4,810
       Income taxes payable                   49       (49)      -
                                        --------  --------  --------
  Total adjustments                       27,280    23,946    35,852
                                        --------  --------  --------
Net cash provided by operating
 activities                               33,177    33,641    23,137
                                        --------  --------  --------
CASH FLOWS FROM INVESTING
 ACTIVITIES:
  
  Capital expenditures                   (43,087)  (72,932)  (32,312)
  Increase (decrease) in
   construction contracts payable         (4,791)   14,055   (18,478)
  Proceeds from sale of assets                56       126       -
  Increase in deposits and
   other assets                           (5,924)   (4,666)   (3,073)
                                        --------  --------  --------
Net cash used in investing
 activities                              (53,746)  (63,417)  (53,863)
                                        --------  --------  --------
</TABLE>
<PAGE>
<TABLE>
                     AMERISTAR CASINOS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (CONTINUED)
                     (Amounts in Thousands)

<S>                                     <C>       <C>       <C>
                                          Years ended December 31,
                                          1996      1997      1998
                                        --------  --------  --------
CASH FLOWS FROM FINANCING
 ACTIVITIES:

  Proceeds from issuance of
   long-term debt                       $ 44,628  $150,786  $ 42,606
  Debt issuance costs                        -      (4,439)      -
  Minority interest income                   -         (16)      -
  Restricted security deposit             11,511       -         -
  Principal payments of long-
   term debt and capitalized
   leases                                (39,633) (114,248)   (6,688)
                                        --------  --------  -------- 

Net cash provided by financing
 activities                               16,506    32,083    35,918
                                        --------  --------  --------
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                (4,063)    2,307     5,192

CASH AND CASH EQUIVALENTS --
 BEGINNING OF YEAR                        14,787    10,724    13,031
                                        --------  --------  --------

CASH AND CASH EQUIVALENTS -
 END OF YEAR                            $ 10,724  $ 13,031  $ 18,223
                                        ========  ========  ========

</TABLE>












The accompanying notes are an integral part of these consolidated
                      financial statements.
                             <PAGE>
                                
                     AMERISTAR CASINOS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of consolidation and basis of presentation

     The  consolidated financial statements of Ameristar Casinos,
Inc. ("ACI" or the "Company"), a Nevada corporation, include  the
accounts of the Company and its wholly owned subsidiaries, Cactus
Petes,  Inc. ("CPI"), Ameristar Casino Vicksburg, Inc.  ("ACVI"),
Ameristar  Casino  Council Bluffs, Inc. ("ACCBI")  and  Ameristar
Casino  Las Vegas, Inc. ("ACLVI").  ACI also operates  A.C.  Food
Services, Inc., a purchasing subsidiary.  ACVI has a wholly owned
subsidiary,   AC  Hotel  Corp.,  created  for  the   purpose   of
constructing and operating a hotel in Vicksburg, Mississippi.
     
     CPI owns and operates two casino-hotels in Jackpot, Nevada -
-  Cactus Petes Resort Casino and The Horseshu Hotel and  Casino.
ACVI  owns  and  operates Ameristar Vicksburg, a riverboat-themed
dockside  casino, and related land-based facilities in Vicksburg,
Mississippi.  ACCBI owns and operates Ameristar Council Bluffs, a
riverboat  casino  and  associated  hotel  and  other  land-based
facilities in Council Bluffs, Iowa.  ACLVI owns and operates  The
Reserve  Hotel  Casino  ("The Reserve")  in  the  Henderson-Green
Valley  suburban area of Las Vegas, Nevada, which opened February
10, 1998.
     
     The  gaming  licenses  granted to ACVI  and  ACCBI  must  be
periodically  renewed by the respective state gaming  authorities
to  continue  gaming  operations.  In addition,   ACCBI's  gaming
operations  are subject to a county-wide reauthorizing referendum
every eight years, commencing in 2002.
     
     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  $464,000  and
$304,000  at December 31, 1997 and 1998, 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.
     
  Interest Rate Collar Agreement

     The Company uses an interest rate collar agreement to assist
in  managing  interest  incurred  on  its  long-term  debt.   The
difference  between amounts received and amounts paid under  such
agreement,  as  well  as  any costs or fees,  is  recorded  as  a
reduction  of, or addition to, interest expense as incurred  over
the life of the collar agreement.
     
  Depreciation and capitalization
     
     Property  and  equipment  is  recorded  at  cost,  including
interest  charged  on  funds borrowed  to  finance  construction.
Interest of $2,313,000, $4,654,000 and $1,434,000 was capitalized
for   the   years  ended  December  31,  1996,  1997  and   1998,
respectively.  Depreciation is provided on both the straight-line
and  accelerated methods in amounts sufficient to relate the cost
of  depreciable assets to operations.  Amortization  of  building
and furniture, fixtures and equipment under capitalized leases is
provided  over the shorter of the estimated useful  life  of  the
asset  or  the  term  of  the associated lease  (including  lease
renewal  or  purchase options the Company expects  to  exercise).
Depreciation  and  amortization is provided  over  the  following
estimated useful lives:
     
          Buildings and improvements         5 to 40 years
          Building under capitalized lease   39 years
          Furniture, fixtures and equipment  3 to 15 years
          Furniture,    fixtures
            and  equipment under
            capitalized leases               3 to 5 years
     
     Betterments, renewals and repairs that extend the life of an
asset  are  capitalized.  Ordinary maintenance  and  repairs  are
charged to expense as incurred.  The excess of the purchase price
over fair market value of net assets acquired related to the  Gem
Gaming, Inc. acquisition (see Note 10) is being amortized over  a
39-year period that commenced with the opening of The Reserve.
     <PAGE>
  Dividends
     
     The Company intends to retain future earnings for use in the
development  of its business and does not anticipate  paying  any
cash dividends in the foreseeable future.
     
  Gaming revenues and promotional allowances
     
     In accordance with industry practice, the Company recognizes
as  gaming revenues the net win from gaming activities, which  is
the  difference  between gaming wins and losses.  Gross  revenues
include  the  retail  value of complimentary food,  beverage  and
lodging  services furnished to customers.  The  retail  value  of
these promotional allowances is deducted to compute net revenues.
The  estimated  departmental costs of providing such  promotional
allowances are included in casino costs and expenses and  consist
of the following:

<TABLE>
<S>                                  <C>       <C>       <C>
                                       Years ended December 31,
                                       1996      1997      1998
                                     --------  --------  --------
                                        (Amounts in Thousands)
     
     Food and beverage               $  9,560  $ 12,283  $ 20,399
     Room                                 732       708     1,024
     Other                                469       644       958
                                     --------  --------  --------                                     
                                     $ 10,761  $ 13,635  $ 22,381
                                     ========  ========  ========
</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
$6,144,000,  $5,453,000,  and  $9,966,000  for  the  years  ended
December 31, 1996, 1997 and 1998, 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.  The Accounting Standard Executive Committee of
the  American  Institute of Certified Public  Accountants  issued
Statement  of Position No. 98-5 "Reporting the Costs of  Start-up
Activities."  The provisions of SOP 98-5 are effective for fiscal
years  beginning  after December 15, 1998 and  require  that  the
costs associated with start-up activities (including

<PAGE>preopening  costs  of casinos)  be  expensed  as  incurred.
Management  estimates that this SOP will have no  impact  on  the
Company's results of operations or financial position.
     
  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.
     
  Earnings Per Share
     
     In  1997,  the  Company adopted SFAS No. 128 - Earnings  Per
Share.  SFAS 128 replaces previously reported earnings per  share
with "basic" earnings per share and "diluted" earnings per share.
Basic  earnings  per  share  are computed  by  dividing  reported
earnings  by  the  weighted  average  number  of  common   shares
outstanding  during  the  period.   Diluted  earnings  per  share
reflect  the  additional  dilution for all  potentially  dilutive
securities such as stock options.  Basic and diluted earnings per
share  are equal for the years ended December 31, 1996, 1997  and
1998 as the outstanding stock options were antidilutive.
     
  Reclassifications
     
     Certain  reclassifications, having no effect on net  income,
have  been  made  to  the  prior periods' consolidated  financial
statements to conform with the current year presentation.
     
     
NOTE 2 - ACCRUED LIABILITIES
     
     Accrued liabilities consist of the following:
<TABLE>
<S>                                      <C>        <C>      
                                             December 31,
                                            1997      1998
                                          --------  --------
                                        (Amounts in Thousands)
     
          Compensation and related
             benefits                     $  5,488  $  7,164
          Taxes other than
           income taxes                      4,625     5,649
          Progressive slot
           machine jackpot                     959     1,753
          Interest                           6,129     6,013
          Deposits and other
           accruals                          4,348     5,780
                                          --------  --------
                                          $ 21,549  $ 26,359
                                          ========  ========
</TABLE>
<PAGE>


NOTE 3 - FEDERAL INCOME TAXES
     
     The components of the income tax provision are as follows:
<TABLE>
<S>                                   <C>       <C>       <C>
                                        Years ended December 31,
                                        1996      1997      1998
                                      --------  --------  --------
                                        (Amounts in Thousands)
     
     Current                          $  3,571  $  2,371  $ (5,312)
     Deferred                             (181)    3,588    (1,051)
                                      --------  --------  --------
       Provision (benefit) on
       income before
       extraordinary item                3,390     5,959    (6,363)

     Tax benefit of extraordinary item     -        (387)          
                                      --------  --------  --------          
                                      $  3,390  $  5,572  $ (6,363)
                                      ========  ========  ========     
</TABLE>

     The  reconciliation of income tax at the  Federal  statutory
rates to income tax expense is as follows:
<TABLE>
<S>                                  <C>       <C>       <C>
                                       Years ended December 31,
                                       1996      1997      1998
                                     --------  --------  --------  
    
          Federal statutory rate        35%       35%      34%
          Nondeductible expenses         2%        2%      (1%)
                                     --------  --------  --------
                                        37%       37%      33%
                                     ========  ========  ========     
</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>
<S>                                       <C>       <C>
     
                                              December 31,
                                            1997       1998
                                          --------  --------  
                                        (Amounts in Thousands)

     Deferred tax assets:
       Preopening costs                   $  2,212   $  4,290
       Accrued book expenses not
          currently deductible               1,674      2,769
       Alternative minimum tax credit (1)    2,409      4,716
       Project development costs             1,118      1,118
       Net operating loss carry forward(2)     -          540
       Book loss in excess of tax loss         202        202
       Asset reserves                          161        105
       Other                                   161        212
                                          --------   --------
          Total deferred tax assets          7,937     13,952
                                          --------   --------
     Deferred tax liabilities:
       Tax depreciation in excess of
          book depreciation                (13,598)   (15,277)
       Book capitalized interest
          in excess of tax                    (451)      (451)
       Other                                (1,376)    (1,814)
                                          --------   --------
          Total deferred tax liabilities   (15,425)   (17,542)
                                          --------   --------
     Net deferred tax liability           $ (7,488)  $ (3,590)
                                          ========   ========
</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)The  Company  has  available  at  December  31,
         1998,  $1,587,000 of an unused operating  loss
         carryforward  that  may  be  applied   against
         future taxable income and that expires in  the
         year 2018.
       
       
NOTE 4 - SUPPLEMENTAL CASH FLOW DISCLOSURES
     
     The  Company made cash payments for interest, net of amounts
capitalized, of  $7,930,000, $8,223,000 and $22,515,000  for  the
years ended December 31, 1996, 1997 and 1998, respectively.
     
     The  Company made cash payments for Federal income taxes  of
$2,900,000,   $4,760,000,  and  $350,000  for  the  years   ended
December 31, 1996, 1997 and 1998, respectively.
     
     The  Company acquired assets through capitalized  leases  of
$0, $2,998,000 and $7,180,000 during the years ended December 31,
1996, 1997 and 1998, respectively.
     
     The  Company acquired assets through the issuance  of  notes
payable  of  $3,173,000, $704,000 and $0 during the  years  ended
December 31, 1996, 1997 and 1998, respectively.
     <PAGE>
     
     The  Company  retired the balance of $94,500,000  under  the
1995  Revolving Credit Facility by entering into a new  Revolving
Credit  Facility (see Note 5) during the year ended December  31,
1997.
     
     The   Company  assumed  a  note  payable  of  $311,000   and
recognized a minority interest of $271,000 in connection with the
purchase  of  certain  aviation-related assets  in  1996.   These
assets  were  returned  to  Gem Gaming  as  part  of  the  merger
settlement (See Note 10).
     
     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>
     Adjustments to the excess of purchase price over fair market
value  of net assets acquired as of December 31, 1997 due to  the
Gem Settlement Agreement (see Note 10) are as follows (amounts in
thousands):

<TABLE>
<S>                                             <C>     
            Reduction in value of Gem notes     $ (2,725)
            Deferred taxes on land purchase       (1,784)
            Dissolution of NVAGAIR subsidiary        418
            Return of aviation asset                 271
            Miscellaneous receivables                185
                                                --------
            Total change in excess
               purchase price                   $ (3,635)
                                                ========
</TABLE>
     <PAGE>
NOTE 5 - NOTES PAYABLE AND LONG-TERM DEBT
     
     Notes payable and long-term debt consist of the following:
<TABLE>
<S>                                       <C>        <C>      
                                              December 31,
                                            1997       1998
                                          --------   --------  
                                        (Amounts in Thousands)
     
  Revolving  Credit  Facility   (see
   below)                                 $ 54,550   $ 90,000
  
  10.5  percent  Senior Subordinated
   Notes,   interest  only   payable
   semiannually,    principal    due
   August 1, 2004                          100,000    100,000
  
  Notes  payable  issued  to  former
   stockholders of Gem Gaming,  Inc.
   with   interest  at  8   percent,
   interest     payable    quarterly
   beginning   July   1997   through
   October  1998  and  then  monthly
   thereafter,  periodic   principal
   payments beginning November 1998,
   due  December 31, 2004  (See Note
   10)                                      28,650     26,650
  
  Note   payable  to  lender,   with
   interest  at 15 percent,  secured
   by  a  deed of trust on the hotel
   at   ACVI,  interest  payable  in
   periodic payments, principal  due
   December 31, 1999.                        1,856      7,453
  
  Mortgages payable to United States
   Department  of Agriculture  Rural
   Economic       and      Community
   Development    Services    Multi-
   Housing   Program  with  variable
   interest   (effective   rate   of
   approximately 3.8 percent and 4.2
   percent   for  the  years   ended
   December   31,  1997  and   1998,
   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.                         1,335      1,292
  
  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.          1,431        877
  <PAGE>
  
  Other                                      1,326        855
                                          --------   -------- 
                                           189,148    227,127
  
  Less: Current maturities                   5,635      9,924
                                          --------   --------
                                          $183,513   $217,203
                                          ========   ========
</TABLE>
     
     On July 5, 1995, the Company, as borrower, and its principal
operating  subsidiaries, as guarantors, entered into a  Revolving
Credit Facility (the "1995 Revolving Credit Facility") with Wells
Fargo Bank, N.A. ("WFB"), and a syndicate of banks.
     
     On July 8, 1997, the Company, as borrower, and its principal
operating  subsidiaries, as guarantors, entered into a  new  $125
million   Revolving   Credit  Facility  (the  "Revolving   Credit
Facility")  with  WFB,  and  a  syndicate  of banks.  As a result
of  the  retirement  of  the  1995  Revolving  Credit  Facility,
the  Company  incurred  an extraordinary  pre-tax  loss  (related
primarily  to  the  write-off  of  unamortized  loan  costs)   of
$1,060,000.
     
     As of December 31, 1998, the Company had drawn $90.0 million
on  the Revolving Credit Facility.  These borrowings were used to
repay  the  1995  Revolving  Credit  Facility  and  to  fund  the
development  of  The  Reserve.   The  proceeds  from  the  Senior
Subordinated Notes offering were used to repay a portion  of  the
Revolving  Credit Facility and fees to Revolving Credit  Facility
lenders.
     
     Originally, the Company could not borrow under the Revolving
Credit  Facility in excess of 3.25 times its rolling four-quarter
EBITDA   (earnings  before  interest,  taxes,  depreciation   and
amortization). The Company was also limited to borrowing no  more
than 5.0 times EBITDA in total debt as adjusted per the Revolving
Credit Facility.
     
     The  Company  and  the lenders amended the Revolving  Credit
Facility  effective June 30, 1998.  Under the  amended  Revolving
Credit  Facility, borrowings under the Revolving Credit  Facility
may  not  exceed  2.75 times the Company's rolling  four  quarter
EBITDA   (earnings  before  interest,  taxes,  depreciation   and
amortization), and the Company's total funded debt may not exceed
the  Company's rolling four-quarter EBITDA multiplied by a factor
as  follows:   5.25  commencing June  30,  1998;  5.5  commencing
September   30,  1998;  5.25  commencing  June  30,  1999;   4.75
commencing December 31, 1999; 4.5 commencing March 31, 2000;  and
4.0  commencing September 30, 2000.  As of December 31, 1998, the
total  funded  debt of the Company was 5.498 times the  Company's
rolling four-quarter EBITDA.  The maximum amount available  under
the  Revolving  Credit  Facility reduces semiannually  commencing
July  1,  1999 on a sliding scale (ranging from $2.5  million  to
$10.0  million  in  reductions) with a final reduction  of  $75.0
million at maturity on June 30, 2003.
     
     The  Revolving  Credit  Facility, as amended,  requires  the
Company  to maintain a gross fixed charge coverage ratio of  1.25
to 1.0 until September 30, 1999, and 1.50 to 1.0 thereafter.  The
amended  Revolving  Credit  Facility also  limits  the  Company's
aggregate capital expenditures in each year to an amount equal to
5 percent of its consolidated net revenue for

<PAGE>the preceding year and prohibits the Company from incurring
any  additional secured indebtedness without the approval of  the
lenders.  The amended Revolving Credit Facility also requires the
Company to maintain a tangible net worth of at least $56,000,000,
plus  90  percent  of net income (without any reduction  for  net
losses)  as  of  the end of each quarter beginning September  30,
1998,  plus  90  percent of the net proceeds  of  certain  future
equity  offerings.   As of March 31, June 30,  September  30  and
December  31,  1998, the Company has been in non-compliance  with
the  tangible  net worth requirement.  In each instance  of  non-
compliance,  the Company has obtained a waiver of  the  violation
from  the  lenders.   As  of  December 31,  1998,  the  Company's
tangible  net worth was $2.8 million less than required  by  this
covenant.  The  waiver  for  this  violation  also  amended   the
Revolving  Credit  Facility  to  reduce  the minimum tangible net
worth  requirement  commencing  March 31, 1999 to $50.0  million,
plus 90% of net income (without any reduction for net losses)  as
of  the end of each quarter beginning March 31, 1999, plus 90% of
the net proceeds of certain future equity offerings.

     Under the terms of the Revolving Credit Facility, concurrent
with  each  loan draw, the Company may select the  interest  rate
based  on either the London Interbank Offering Rate ("LIBOR")  or
WFB's  prime  interest rate.  The maximum number  of  outstanding
draws at any time using LIBOR is five, with a minimum draw amount
of  $5.0 million per draw.  A LIBOR draw can be for a one-, two-,
three-  or six-month term with interest accruing monthly and  due
at  the  end  of  the term, but in no event less frequently  than
quarterly.  The interest rate is fixed throughout the term  of  a
LIBOR-based  draw  and, as amended, ranges from  LIBOR  plus  1.5
percentage  points  to LIBOR plus 4.0 percentage  points.   On  a
prime  interest rate draw, the interest rate is variable and,  as
amended,  ranges  from  a minimum of prime plus  0.25  percentage
points  to  a  maximum of prime plus 2.75 percentage points  with
interest  payable monthly in arrears.  As of December  31,  1998,
the Company has taken LIBOR draws totaling $90.0 million with  an
average  interest rate of approximately 9.25 percent  per  annum.
The  applicable  margins for both LIBOR draws and prime  interest
rate  draws  adjust  semiannually  based  on  the  ratio  of  the
Company's consolidated total debt to consolidated cash flows,  as
measured by an EBITDA formula.
     
     The  Revolving  Credit  Facility  is  secured  by  liens  on
substantially  all  of  the  real and personal  property  of  the
Company  and  its  subsidiaries.  The Revolving  Credit  Facility
prohibits  any  secondary liens on these properties  without  the
prior  written  approval  of  the lenders.   Certain  changes  in
control  of  the  Company  may constitute  a  default  under  the
Revolving  Credit Facility.  The Revolving Credit  Facility  also
requires  the  Company to expend a maximum of 5  percent  of  the
consolidated  net  revenues  for the preceding  year  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, 1998, the Company was in compliance
with these covenants, except as indicated above.
     
     The  Company  has  entered  into  an  interest  rate  collar
agreement  with WFB to manage interest expense, which is  subject
to  fluctuation due to the variable-rate nature of the debt under
the  Company's  Revolving Credit Facility.  Under the  agreement,
which  covers  $50.0 million of the borrowings on  the  Revolving
Credit  Facility,  the Company has a LIBOR  floor  rate  of  5.39
percent  and  a  LIBOR  ceiling  rate  of  6.75 percent, plus the
applicable margin.  As of December 31, 1998, the

<PAGE>Company  had  paid  approximately  $10,000  in   additional
interest as a result of this agreement.  The agreement terminates
on  June  30, 2003 to coincide with the maturity of the Revolving
Credit Facility.
     
     On  July  15,  1997, the Company completed  an  offering  of
$100  million  in  principal amount of 10-1/2%  Senior  Subordinated
Notes  due  2004 (the "Senior Subordinated Notes").   The  Senior
Subordinated  Notes have a coupon rate of 10.5 percent  and  were
sold  at  par.   Interest is due semiannually on February  1  and
August  1 of each year, and the maturity date is August 1,  2004.
Proceeds  of  the  offering were used  to  retire  and  refinance
existing debt.  The Senior Subordinated Notes are not secured and
are  subordinate  to all existing and future Senior  Indebtedness
(as defined), which includes the Revolving Credit Facility.
     
     The  indenture  governing the Company's senior  subordinated
notes (the "Indenture") contains certain customary financial  and
other covenants, which among other things, govern the ability  of
the Company and its subsidiaries to incur indebtedness (except as
specifically allowed) unless, after giving effect thereto, a  2.0
to  1.0 pro forma Consolidated Coverage Ratio (as defined in  the
Indenture)  has been met.  As of December 31, 1998,  the  Company
was in compliance with these covenants.
     
     The Senior Subordinated Notes were issued by ACI, and all of
ACI's  current subsidiaries (the "Guarantors") have  jointly  and
severally,  and fully and unconditionally, guaranteed the  Senior
Subordinated  Notes.  Each of the Guarantors is  a  wholly  owned
subsidiary  of ACI, and the Guarantors constitute  all  of  ACI's
direct and indirect subsidiaries.  ACI is a holding company  with
no  operations  or material assets independent of  those  of  the
Guarantors, other than its investment in the Guarantors, and  the
aggregate  assets,  liabilities,  earnings  and  equity  of   the
Guarantors   are   substantially  equivalent   to   the   assets,
liabilities, earnings and equity of the Company on a consolidated
basis.    Separate   financial  statements  and   certain   other
disclosures concerning the Guarantors are not presented  because,
in the opinion of management, such information is not material to
investors.    Other  than  customary  restrictions   imposed   by
applicable corporate statutes, there are no restrictions  on  the
ability of the Guarantors to transfer funds to ACI in the form of
cash dividends, loans or advances.
     
     In August 1997, AC Hotel Corp. entered into a loan agreement
providing for borrowings of up to $7.5 million for the purpose of
funding  a portion of the construction costs of a 150-room  hotel
at  Ameristar  Vicksburg.  This nonrecourse loan from  a  private
lender  is  secured  by  a deed of trust on  the  hotel  and  the
underlying  land  senior in priority to the  liens  securing  the
Revolving  Credit  Facility.  Borrowings  under  this  loan  bear
interest   at   15  percent  per  annum,  payable   in   periodic
installments, and the loan matured in July 1998, but was  amended
to  extend  the  maturity to December 31, 1999.  The  Company  is
required  to  pay a non-usage fee at the rate of  3  percent  per
annum  on the undrawn loan balance, and draws are subject to  the
satisfaction  of  various  conditions  typically  applicable   to
construction loans.  As of December 31, 1998, the balance on this
loan was $7.5 million.
     
     On  December  28, 1995, ACCBI entered into a preferred  ship
mortgage with General Electric Credit Corp. ("GECC").  Borrowings
totaled  $11,511,000  and occurred on December  29,  1995.   GECC
required the Company to maintain a cash security deposit (the

<PAGE>"Security  Deposit") in the full amount  of  the  borrowing
until  certain  conditions  precedent were  fulfilled,  including
having  the  casino at Ameristar Council Bluffs fully operational
and  open  to  the  general  public  for  gaming  operations  and
satisfying  all  licensing requirements within  30  days  of  the
borrowing  date.  The Security Deposit was released  by  GECC  on
January  19,  1996.  This borrowing was secured  by  the  Council
Bluffs  casino.  The loan's principal was to be repaid over  four
years.   Principal payments of approximately $320,000  per  month
for  the first 12 months and approximately $213,000 per month for
the remaining 36 months were required.  The Company had the right
to  prepay  the  entire borrowing at a premium ranging  from  one
percent  to two percent during the first 18 months of  the  loan.
Thereafter  until maturity, the Company had the right  to  prepay
the  loan without premium.  ACI had entered into an unconditional
guaranty of prompt payment and performance with respect  to  this
borrowing.  This borrowing was repaid in July 1997.
     
     Proceeds  from an equipment loan entered into  with  WFB  on
December  12,  1995  for $7,137,000 were  used  to  finance  slot
machines,  surveillance equipment and property signage at  ACCBI.
The  loan  is  being  amortized  over  four  years  with  monthly
principal payments of approximately $149,000.  The interest  rate
is  equivalent to that charged on the Revolving Credit  Facility.
This  borrowing  was repaid in July 1997 with proceeds  from  the
Senior Subordinated Notes offering.
     
     The  mortgages  payable  to  United  States  Department   of
Agriculture  Rural  Economic and Community  Development  Services
Multi-Housing Program provide long-term financing for low  income
housing facilities constructed by the Company.  Monthly principal
and  interest  payments are determined by a  formula  based  upon
demographics of the tenants.  Interest rates on the mortgages may
vary  from 1.0 percent to 11.88 percent.  Provisions of the  loan
agreements require that rents received 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.  NVAGAIR or the  Company,
as  a  result  of  these transactions, assumed certain  aviation-
related  notes payable.  These borrowings were removed  from  the
Company's obligations as part of the Gem Settlement.  (See  Notes
4 and 10)
     
     The  book value of the Company's long-term debt approximates
fair  value due to the predominantly variable-rate nature of  the
obligations.   Also, fixed rate obligations  are  at  rates  that
approximate  the Company's incremental borrowing  rate  for  debt
with similar terms and remaining maturities.
     
     Maturities  of  the Company's borrowings for the  next  five
years  as  of  December  31,  1998 are  as  follows  (amounts  in
thousands):
     
     <PAGE>
<TABLE>
<S>                                     <C>  
     
                    1999                $  9,924
                    2000                   2,350
                    2001                   2,045
                    2002                   8,045
                    2003                  88,046
                    Thereafter           116,717
                                        --------
                                        $227,127
                                        ========
</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, the Company will pay  $50,000
in  1999,  approximately  $1,500,000 in  2004  and  approximately
$480,000 in 2024 to purchase all of the parcels.  If the  Company
were  to accelerate its exercise of the purchase options  to  the
earliest  possible  dates, the Company  would  pay  approximately
$6,086,000 in 1999.
     
     The  Company  generally may terminate each  lease  upon  the
payment of termination penalties, the maximum aggregate amount of
which  is  $328,000.  In addition, if the leases were terminated,
the  Company may be required to restore certain parcels to  their
condition  prior  to the lease commencement date,  including  the
removal  of the cofferdam and other improvements lying below  the
water.  However, the Company has no plans to abandon the site.
     
     ACVI  has  entered into a seven-year capitalized  lease  for
restaurant   equipment,   due   in  monthly   payments   totaling
approximately $118,000 per year, through April 2001.   ACVI  also
entered into a five-year capitalized lease for a computer system.
Quarterly  payments  are required totaling approximately  $42,000
per year through October 1998.
     
     ACI  had  entered  into  two  three-year  capitalized  lease
agreements  for  computer equipment on behalf of ACCBI.   Monthly
payments  were required totaling approximately $197,000 per  year
through  November  1998.   ACCBI had  entered  into  a  five-year
capitalized
<PAGE>lease   agreement  for  telephone   systems   and   related
equipment.   This  equipment was purchased at  the  time  of  the
Company's debt refinancing in July 1997.
     
     CPI  has  entered into a four-year equipment lease  for  the
financing  of slot equipment at the facility.  Monthly  principal
payments  of $44,000 plus interest are required through May  2001
with a balloon payment in June 2001.
     
     ACLVI   has  entered  into  a  ten-year  capitalized   lease
agreement  for  signage  at The Reserve,  with  monthly  payments
totaling approximately $260,000 per year through December 2006.
     
     ACLVI  has entered into a four-year equipment lease for  the
financing  of slot equipment at the facility.  Monthly  principal
payments  of $111,000 plus interest are required through  January
2002 with a balloon payment in February 2002.
     
     Future  minimum  lease payments required  under  capitalized
leases for the five years subsequent to December 31, 1998 are  as
follows (amounts in thousands):

<TABLE>
<S>                                             <C>     
               1999                               $  3,603
               2000                                  4,512
               2001                                  3,329
               2002                                  2,433
               2003                                    753
               Thereafter                           11,199
                                                  -------- 
                                                    25,829
               Less: Amount representing interest   10,235
                                                  -------- 
               Present value of minimum 
                  lease payments                  $ 15,594
                                                  ========
</TABLE>

     ACCBI,  as  lessor, has leased a portion  of  the  Ameristar
Council Bluffs site to an independent hospitality company,  which
operates  a 140-room hotel on the property.  The lease is  for  a
period  of 50 years beginning March 1, 1996.  The lease  requires
the  hospitality  company to pay ACCBI base rent  of  $5,000  per
month and percentage rent equal to 5 percent of the hotel's gross
sales in excess of $2.0 million per year.
     
     ACI has leased office space located in Las Vegas, Nevada  to
serve as its corporate offices.  The office space is leased under
two operating lease agreements.  The agreements require aggregate
monthly  payments  of approximately $52,500, plus  the  Company's
share  of  certain  common area maintenance  expenses.   Payments
under  the  leases  are  subject  to  annual  escalation  clauses
corresponding  to  increases in the cost of  living.   The  first
lease  agreement, covering approximately 90 percent of the office
space  leased  by  the Company, contains two  three-year  renewal
options.  The initial term of the first lease is through December
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
was  through  January  1998  and the first  two-year  option  was
exercised and with a new expiration
<PAGE>date in January 2000.  The Company recorded rental  expense
of  approximately $360,000 and $533,000 under these leases in the
years ended December 31, 1997, and 1998, respectively.
     
     
NOTE 7 - BENEFIT PLANS
     
  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 were $373,000, $570,000 and $485,000 for the  fiscal
years ended December 31, 1996, 1997, and 1998, respectively.
     
  Insurance plan
     
     The Company has a qualified employee insurance benefit trust
covering all employees on a regular basis who work an average  of
32  hours  or  more  per  week.   The  amount  of  the  Company's
contribution is determined by the Trust Committee.  The plan also
requires   contributions  from  eligible  employees   and   their
dependents.  The Company's contribution expense for the plan  was
approximately $2,258,000, $3,834,000 and $4,950,000 for the years
ended December 31, 1996, 1997 and 1998, 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,
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 1,600,000.  No person eligible to receive options
under  the  Option Plan may receive options for the  purchase  of
more  than  an aggregate of 200,000 shares.  The Option  Plan  is
administered by the Board of Directors or, in its discretion,  by
a Committee of the Board of Directors.
     
     The  exercise price of incentive stock options granted under
the  Option Plan must be at least equal to the fair market  value
of  the  shares on the date of grant (110 percent of fair  market
value in the case of participants who own shares possessing  more
than 10 percent of the combined voting power of the Company)  and
may  not have a term in excess of 10 years from the date of grant
(five  years  in the case of participants who are  more  than  10
percent  stockholders).  With certain limited exceptions, options
granted under the Option Plan are not transferable other than  by
will or the laws of descent and distribution.
     <PAGE>
     
     In  December  1998, certain stock options  were  amended  to
reduce  the per share exercise prices to $2.64 (the market  price
on  the  date of amendment) from initial exercise prices  ranging
from  $2.78 to $6.13.  Other than the exercise price, the  option
terms remained the same with respect to the vesting date and  the
remaining contractual life.
     
     The  Company  previously maintained a Non-Employee  Director
Stock  Option Plan ("Director Plan") which provided for the grant
of  non-qualified options to purchase Common Stock  to  the  non-
employee  members  of  the  Company's Board  of  Directors.   The
issuance  of  new  stock  options under  the  Director  Plan  was
terminated  in  June 1997.  The Director Plan is administered  by
the Board of Directors.
     
     Under  the  Director  Plan, each non-employee  director  was
automatically granted an initial option to purchase 1,000  shares
of  Common Stock and automatically granted an option to  purchase
an additional 1,000 shares of Common Stock on each anniversary of
such  date  if  he  remained  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.   Options exercisable for 8,000  shares  of  Common
Stock remain outstanding under the Director Plan.
     
     The  Company  accounts  for  its stock  option  plans  under
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued  to Employees," under which no compensation cost has  been
recognized.    Had  compensation  cost  for  these   plans   been
determined  consistent with SFAS No. 123, "Accounting for  Stock-
Based Compensation," the Company's net income (loss) and earnings
(loss)  per  share would have been reduced to the  following  pro
forma amounts:

<TABLE>
<S>                                  <C>      <C>       <C>
                                        Years ended December 31,
                                      1996      1997      1998
                                    --------  --------  -------- 
                        (Amounts in Thousands, Except Per Share Data)
  
  Net income (loss):  As reported   $  5,897  $  9,695  $(12,715)
                      Pro forma        5,708     9,491   (13,002)
  Earnings (loss) 
  per share:          As reported   $   0.29  $   0.48  $  (0.62)
                      Pro forma         0.28      0.47     (0.64)
</TABLE>
  
     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 1996, 1997 and 1998,
respectively: risk-free interest rates of 6.4, 6.2, and 4.5
percent; expected volatility of 63, 63 and 58 percent.  The
expected lives of the options are 5 years for 1996, 1997 and
1998.  No dividends are expected to be paid.
     <PAGE>
     
     Because  the SFAS No. 123 method of accounting has not  been
applied  to  options  granted  prior  to  January  1,  1995,  the
resulting  pro  forma compensation cost may not be representative
of that to be expected in future years.
     
     Summarized  information for the stock  option  plans  is  as
follows:
<TABLE>
<S>                      <C>     <C>       <C>    <C>       <C>    
                               1996             1997               1998
                         ----------------- ----------------   --------------
                                 Wtd. avg.         Wtd. avg.         Wtd. avg.
                         Shares  ex. price Shares  ex. price Shares  ex. price
                         ------- --------- ------- --------- ------- ---------  
  Options outstanding,
   beginning of year     548,000  $6.15    566,000  $ 6.25    594,500  $ 6.12
     Granted              70,000   7.31    150,000    5.32    833,610    2.69
     Exercised               -                 -                  -
     Canceled            (52,000)  6.67   (121,500)   9.57   (288,000)   6.22
                         -------          --------          ---------        
  Options outstanding,
     end of year         566,000   6.25    594,500    6.12  1,140,110    2.68
                         =======          ========          =========              
 Options available
     for grant           534,000         1,013,500            467,890
  Options exercisable,
     end of year         154,800   6.24    233,800    6.25    184,300    2.75
  Weighted average
     fair value
  of options granted     $  4.34         $    3.14          $    1.18
  
</TABLE>

     At  December  31,  1998, 1,132,110 of the 1,140,110  options
outstanding  have  an exercise price of $2.64,  with  a  weighted
average  exercise price of $2.64 and a weighted average remaining
contractual  life  of 9.1 years.  6,000 options outstanding  have
exercise prices between $5.13 and $6.50, with a weighted  average
exercise   price  of  $5.88  and  a  weighted  average  remaining
contractual life of 7.2 years.  The remaining 2,000 options  have
an  outstanding  exercise  price  of  $16.00,  with  a  remaining
contractual life of 5.2 years.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

  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.
     
     On  October  14,  1998,  a  general contractor  for  certain
interior  construction at The Reserve filed a  complaint  against
ACLVI  in  the  District  Court of  Clark  County,  Nevada.   The
construction contract, as amended through change orders, provided
for  a  guaranteed  maximum  price  not  to  exceed  $25,482,532,
inclusive of fees to the contractor.  The contractor alleged that
ACLVI is obligated to pay it $5,621,098, plus interest, in excess
of the guaranteed
<PAGE>maximum price for additional labor costs invoiced to ACLVI.
The  complaint  does  not state a specific theory  for  recovery.
Settlement  negotiations are ongoing, and ACLVI has answered  the
complaint.   If  this  case is not resolved through  the  current
settlement negotiations, ACLVI intends to vigorously defend  this
case.
     
     In  June  1998,  ACVI received a letter from  the  Financial
Crimes  Enforcement  Network  ("FinCEN")  of  the  Department  of
Treasury  identifying  26 alleged currency transaction  reporting
failures  or  errors  that were discovered in  an  audit  by  the
Internal  Revenue  Service  covering  an  approximately  13-month
period  following the opening of Ameristar Vicksburg.   ACVI  has
responded to the FinCEN letter and has implemented various  steps
intended  to  improve  compliance with the  currency  transaction
reporting  requirements.  ACVI is expected to  meet  with  FinCEN
officials  in  the  near  future concerning  this  matter,  which
Management  anticipates  will  be  resolved  without  a  material
adverse  effect  on the Company or its results of  operations  or
financial condition.
     
     On  February 17, 1998, ACI received a petition  that  E.  L.
Pennebaker, Jr. had filed with the Mississippi Gaming Commission.
In  that  petition Mr. Pennebaker requests that  the  Mississippi
Gaming  Commission  order  ACI,  Harrah's  Vicksburg,  Inc.,  and
Riverboat  Corporation of Mississippi-Vicksburg to stop  opposing
the  approval and construction of a casino on the Big Black River
and  for  such  other  corrective and punitive  action  that  the
Mississippi Gaming Commission might find appropriate.  The  bases
for  the  petition are nearly identical to those alleged  in  the
lawsuit  filed  by  Mr.  Pennebaker, which lawsuit  is  discussed
below.
     
     On  February  23,  1998,  E.  L.  Pennebaker,  Jr.  filed  a
complaint  in  the  Circuit  Court of  Pike  County,  Mississippi
against  ACI, Harrah's Vicksburg, Inc., Riverboat Corporation  of
Mississippi-Vicksburg, and Deposit Guaranty National  Bank.   The
complaint  was  amended on February 27, 1998,  to  add  James  F.
Belisle,   Multi  Gaming  Management,  Inc.  and   Multi   Gaming
Management  of  Mississippi, Inc. as additional plaintiffs.   The
plaintiffs are property owners or have rights to acquire property
along  the  Big Black River in Warren County, Mississippi.   They
allege  they  would  have  profited  if  the  Mississippi  Gaming
Commission had found suitable for a casino a location along  that
river  that  was controlled by plaintiffs Belisle,  Multi  Gaming
Management, Inc. and Multi Gaming Management of Mississippi, Inc.
The plaintiffs further allege that the defendants entered into an
agreement to hinder trade and restrain competition in the  gaming
industry  in violation of the antitrust laws and the gaming  laws
of the Mississippi Code.  Specifically, the plaintiffs allege the
defendants conducted an aggressive campaign in opposition to  the
application  of Horseshoe Gaming, Inc. for a gaming site  on  the
Big  Black River.  The plaintiffs allege compensatory damages  of
$38.0  million and punitive damages of $200.0 million.   ACI  has
answered the complaint and is defending the suit, in part, on the
basis   that   its   conduct  alleged  by   the   plaintiffs   is
constitutionally protected under the First Amendment.
     
     In  September  1996, the Company received from  the  general
contractor  of  the Main Street Pavilion and the  hotel  for  its
property  in  Council  Bluffs, Iowa,  a  demand  for  arbitration
regarding  amounts due under the contract.  The  demand  did  not
contain a plea for a specific
<PAGE>amount of damages, and instead requested an award for extra
or   changed  work,  delayed,  disrupted  and  accelerated  work,
together  with  inefficiencies and  impacts  experienced  on  the
project,  along  with unpaid retainage and certain  other  costs.
Based  on  a  statement  of  damages filed  in  the  arbitration,
management  estimated that the general contractor's  claims  were
for  an  amount  of  approximately $4.6 million,  which  includes
certain amounts due to subcontractors that have already been paid
by  ACCBI.  ACCBI submitted a counterclaim in the arbitration for
cost  overruns  in  excess of the guaranteed maximum  price  that
ACCBI  has  had to pay, liquidated damages for delay and  certain
other  costs.   ACCBI submitted a statement  of  damages  in  the
arbitration  proceeding  seeking $7.1 million  from  the  general
contractor.  As of December 31, 1996, $1,515,000 in cost overruns
had been paid by the Company.  In addition, at December 31, 1996,
$2,154,000  of  the  Company's construction payables  represented
disputed  general contractor claims.  On November 13,  1997,  the
three-member  arbitrator  panel  for  the  American   Arbitration
Association  increased  the guaranteed maximum  price  under  the
construction  contract by approximately $690,000 to approximately
$33.0 million and required the general contractor to pay to ACCBI
approximately  $825,000, plus interest, to  compensate  for  cost
overruns   previously  paid  by  ACCBI  as  settlement   of   the
arbitration.   As  a result of this settlement, the  Company  was
relieved of any liability for the $2,154,000 in disputed claims.
     
     
NOTE 9 - RELATED PARTY TRANSACTIONS

     The  Company engages Neilsen and Company to provide  certain
construction  and professional services, office space  and  other
equipment  and facilities.  Neilsen and Company is controlled  by
the  principal  stockholder and President of the Company.   Total
payments to Neilsen and Company were $46,000, $43,000 and $33,000
for   the   years  ended  December  31,  1996,  1997  and   1998,
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 $88,000, $31,000 and $23,000 for the
years  ended December 31, 1996, 1997 and 1998, respectively.   In
management's   opinion,   at  the  time   the   above   described
transactions were entered into, they were in the best interest of
the  Company  and on terms as fair to the Company as  could  have
been obtained from unaffiliated parties.


NOTE 10 - GEM GAMING, INC. MERGER

     On  October  9,  1996, Gem Gaming, Inc.  ("Gem"),  a  Nevada
Corporation, was merged with and into ACLVI, pursuant to a merger
agreement  entered into on May 31, 1996, as amended in  July  and
October,  1996  (the  "Merger Agreement").   Gem  was  originally
established to develop The Reserve.  Activities relating  to  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
<PAGE>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 39-year depreciable life  beginning
in   the   period  in  which  the  acquired  property   commences
operations.
     
     Due to certain disputes between the Gem stockholders and the
Company   surrounding  the  Merger  Agreement,   an   arbitration
proceeding brought by the Company was settled by mutual agreement
(the "Gem Settlement Agreement") in June 1997. The Gem Settlement
Agreement  provides  that  the  Company  will  pay  to  the   Gem
Stockholders  $32.7 million in installments,  plus  interest,  in
lieu  of  the consideration provided for in the Merger Agreement.
The  Company made an initial payment of $4.0 million to  the  Gem
Stockholders  and issued unsecured subordinated promissory  notes
for  the balance of $28.7 million (the "Gem Notes" -See Note  5).
The  Gem  Notes are subordinate to the Revolving Credit Facility,
the Senior Subordinated Notes and other long-term indebtedness of
ACI  specified by ACI up to a maximum of $250 million.   Pursuant
to  the Gem Settlement Agreement, the Company has also reconveyed
to  Gem  Air, Inc. ("Gem Air"), an affiliate of one  of  the  Gem
Stockholders, the Company's interests in certain aviation-related
assets  acquired  in  July  1996.  Gem Air  has  assumed  certain
liabilities  of  the  Company related  to  these  assets  and  an
aircraft  operating agreement and a sublease  relating  to  these
assets (the "Gem Aviation Agreements") have been terminated.
     
     In  lieu  of  the merger consideration provided for  in  the
Merger Agreement, the Gem Settlement Agreement provides that  the
Company  will  pay  to  the  Gem Stockholders  $32.7  million  in
installments, plus interest. Upon the effectiveness  of  the  Gem
Settlement Agreement, the Company made a payment of $4.0  million
to  the Gem Stockholders and issued the Gem Notes for the balance
of  the cash consideration ($28.7 million).  Pursuant to the  Gem
Settlement Agreement, The Company has also reconveyed to Gem Air,
Inc. ("Gem Air"), an

<PAGE>affiliate  of  one of the Gem Stockholders,  the  Company's
interests  in  certain aviation-related assets acquired  in  July
1996.  Gem  Air  has assumed certain liabilities of  the  Company
related to these assets and an aircraft operating agreement and a
sublease relating to these assets (the "Gem Aviation Agreements")
have been terminated.
     
     The   Gem   Settlement  Agreement  includes  mutual  general
releases of the parties to the arbitration proceeding and certain
of   their  respective  related  parties  with  respect  to   all
obligations arising out of, based upon or relating to the  Merger
Agreement  and  the Gem Aviation Agreements, except  for  certain
excluded  claims.  Among  the  excluded  claims  under  the   Gem
Settlement Agreement are claims against the Gem Stockholders with
respect  to  Excluded  Liabilities  (as  defined  in  the  Merger
Agreement)  and certain indemnification obligations  of  the  Gem
Stockholders  under the Merger Agreement with respect  to  claims
asserted by third parties against the Company.
     
     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 1996.   The  pro  forma
amounts reflect the Company's actual results combined with  Gem's
actual  results  for  the period presented, adjusted  to  reflect
additional  interest expense as if the Gem Notes had been  issued
at  the  beginning of the 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.

                                      Year ended
                                  December 31, 1996
                                  -----------------
          Pro forma net income
            before extraordinary
            items (in thousands)        $ 3,756
                                        =======
          Pro forma net income (in
            thousands)                  $ 3,756
                                        =======
          Pro forma earnings per share  $  0.18
                                        =======