AMERISTAR CASINOS INC
8-K, 1996-10-24
MISCELLANEOUS AMUSEMENT & RECREATION
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                        UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549

                          FORM 8-K
                       CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
                              Act of 1934
                              
                              
Date of Report (Date of earliest event reported):  October
                              9, 1996
                          AMERISTAR CASINOS, INC.
   (Exact name of registrant as specified in its charter)
                              
                              
       Nevada               0-22494              88-0304799
  (State or other       (Commission File       (IRS Employer
  jurisdiction of           Number)            Identification
  incorporation or                                 Number)
   organization)


                       P.O. Box 92200
                   Henderson, Nevada  89009


  (Address of principal executive offices and Zip
                         
                         
                       Code) (702) 737-0777


      (Registrant's telephone number, including area code)

                       P.O. Box 259
                  Jackpot, Nevada  89825
  (Former name or former address, if changed since last report)
                            
                            
                            
                            
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

     On October 9, 1996 (the "Closing Date"), Gem
Gaming, Inc. ("Gem"), a Nevada corporation, was merged
with and into Ameristar Casino Las Vegas, Inc.
("ACLVI"), a Nevada corporation and a wholly owned
subsidiary of Ameristar Casinos, Inc. (the "Company").
Gem is developing The Reserve Hotel & Casino ("The
Reserve") in the Henderson Green Valley suburban
communities in the southeastern portion of the Las
Vegas, Nevada greater metropolitan area.    The
merger of Gem into ACLVI (the "Merger") was
consummated at a closing (the "Closing") pursuant to a
Merger Agreement originally entered into as of May 31,
1996, among the Company, ACLVI, Gem and Gem's
stockholders, and amended as of July 2, 1996 and on
October 2, 1996 effective as of September 27, 1996
(collectively, the "Merger Agreement").

   THE  RESERVE HOTEL & CASINO.  The Reserve, with an
African safari and big game reserve theme that includes
statues of elephants, giraffes and other animals, is
being constructed in phases at the southeast corner of the
junction of Lake Mead Drive and Interstate 515 in
Henderson, Nevada.

     Initial Gem Design Plans.  Gem's development plans
contemplated that the initial phase of The Reserve would
be approximately 198,000 square feet and would include an
approximately 34,000-square foot casino (including both
slot machines and table games), 225 hotel rooms,
various dining facilities, a race and sports book and a
bingo area.   Gem had anticipated opening The Reserve
on October 1, 1996.  Following the  execution of the
Merger Agreement, the Company, with the cooperation of
Gem, commenced a redesign of The Reserve intended to
expand the scope and size of the project, both initially
and overall, to enhance the furnishings and decor and to
reconfigure some of the interior spaces.

     Ameristar Redesign.  Although the redesign process is
ongoing and the design of The Reserve is still subject to
change, the following description reflects the Company's
current intentions for the development of The Reserve.
The Reserve will be constructed in three phases and will
be opened upon the completion of
the first two phases.  Phase I will include
approximately 265,000 square feet of space, with most
of the increased space being added to back-of-the-house
areas (kitchen, warehouse and offices).  Phase I will
include a buffet, a 24hour restaurant, a steak house,
an Italian restaurant and a lounge.  The size of the
casino and hotel in Phase I will generally remain the
same as in Gem's original plans, but the interior
finishes will be enhanced.  Phase I will also include a
swimming pool.

     Phase II of The Reserve will include approximately
54,000 square feet of additional casino and
entertainment space, a race and sports book, another
lounge and a parking structure.

     Phase III of The Reserve, construction of which
would not be commenced until after the opening of
Phases I and II, is contemplated  to add a second hotel
tower with approximately 250 rooms, meeting rooms, an
additional restaurant, additional gaming space, a
children's activity center and an expanded swimming
pool.

       Status of Construction.  Prior to entering into
the Merger Agreement, Gem had entered into construction
and other contracts for portions of The Reserve.  ACLVI
has succeeded to these contracts as a result of the
Merger.  Substantial modifications to these contracts
have been and will be necessary due to the redesign of
the project.

     Construction of the hotel has been substantially
completed, subject  to the installation of furniture,
fixtures and equipment to be provided by ACLVI and the
application of the exterior finish.  The shell of the
casino and food service areas is approximately 85%
completed, and the mechanical, electrical, plumbing
and HVAC systems have been installed.  The redesign of
The Reserve will require some of this work to be
reconfigured.

       Determination of Revised Opening Date and
Development Budget.  Until the redesign of The Reserve
is further along, the Company will not be in a position
to provide information concerning the revised opening
date or the development budget for Phases I and II of
The Reserve.  In order to fund the completion of Phases
I and II of The Reserve, the Company will need to
increase its revolving bank credit facility or obtain
additional financing from another source.  See
"Repayment of Gem Bank Debt; Increase in Long-Term
Debt" below.

    Market and Anticipated Competition.  The greater
metropolitan area of Las Vegas, which includes
HendersonGreen Valley, has been one of the fastest
growing metropolitan areas in the United States during
the last five years.  Henderson has grown in population
by approximately 57% during this period.  Although the
Company anticipates that the Las Vegas metropolitan
area and Henderson-Green Valley will continue to
experience population growth, there can be no
assurances that such growth will continue for any
particular period of time or at the same rates as in
the recent past.

     According to the Nevada Department of
Transportation, approximately 65,000 vehicles per day
currently pass through the junction of Interstate 515
and Lake Mead Drive, the site of The Reserve.  Upon the
completion of Interstate 215 nearby, currently
anticipated in late 1997, the Nevada Department of
Transportation has estimated that the traffic counts at
the Interstate 515/Lake Mead Drive junction will
increase to approximately 115,000 vehicles per day.

   The gaming market in the greater metropolitan Las
Vegas area includes segments for visitors and local
residents, and  both segments of this market are
subject to intense and dynamic competition.  The
Company expects that The Reserve will compete primarily
for local customers in the Henderson-Green Valley
suburban communities, although the Company also intends
to market The Reserve to visitors.  The primary
subsegments of the visitors  market that the Company
anticipates will be served by The Reserve include
persons driving from Arizona via Interstate 515,
persons  driving to and from Lake Mead from California
and other visitors  to the Las Vegas area who desire
lodging in Henderson-Green Valley.

     There are currently 12 small limited service
casinos within a five-mile radius of The Reserve site.
Station Casinos, Inc. is developing Sunset Station
casino-hotel approximately 3.5 miles north of The
Reserve site along Interstate 515, which is expected to
open in mid-1997.  Sunset Station will be larger than
The Reserve.  The Company is aware of several sites in
Henderson-Green  Valley that have been zoned for casino
hotels.  Although several others have previously
announced plans for the development of additional
casino resorts in or near Henderson-Green Valley, the
Company is not aware of any public announcements by
others firmly committing to the development of any of
these proposed projects.  The Company expects The
Reserve to face significant competition in the
Henderson-Green Valley market and that it is likely
additional casino resorts ultimately will be developed
in this market area.

     The Reserve Site.  The site upon which The Reserve
is being developed is approximately 23 acres, but ACLVI has
options to acquire additional adjacent land that could
increase the area of the site to approximately 46 acres.
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 (commencing October 1, 1997) or the remaining
options expire.  The option exercise prices, which increase
at the rate of 8% per annum from October 1, 1995, are $5.00
per square foot ($217,800 per acre) for the first 17 acres
and $3.50 per square foot ($152,460 per acre) for each
remaining acre.

     The construction of Phases I and II of The Reserve
will require ACLVI to exercise options for between five and
10 acres of  additional land. Phase III construction will
also require ACLVI to acquire additional land, the area of
which has not yet been determined.

     The Reserve site, including the option parcels, 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 study on the 23 acres now
owned by  ACLVI showed that some rubble remained on
portions  of the property, but that all hazardous material
had been removed. ACLVI has commissioned a phase I
environmental study on the 23 acres of The Reserve site
under option, but has not yet received any report of the
results of this study.  Phase I environmental studies
involve the conduct of limited procedures and may not
identify the existence or extent of actual environmental
conditions.  Across Lake Mead Drive from The Reserve site
is a large industrial complex that is the subject of an
ongoing environmental investigation and remediation process
under the supervision of the Nevada Division of
Environmental Protection. This industrial complex has
caused some soils and groundwater contamination.  Although
no assurances can be given, the Company believes it is
unlikely that any portion of The Reserve site will be
materially affected by this contamination as The Reserve
site is upgradient from the industrial complex.

     TERMS OF THE MERGER AGREEMENT.  The following
description of the terms of the Merger Agreement and
related agreements is qualified in its entirety by, and
made subject to, the actual provisions of the Merger Agreement, which
have been  filed and/or incorporated by reference as
exhibits to this Report on Form 8-K.

     Parties to the Merger Agreement.  In addition to the
Company, ACLVI and Gem, the parties to the Merger Agreement
are Steven W. Rebeil in his individual capacity and in his
capacity as trustee of the Karizma Trust created under a
Trust Agreement dated July 21, 1991, as amended ("Rebeil"),
and Dominic J. Magliarditi
("Magliarditi").  The Karizma Trust and Magliarditi (the
"Gem Stockholders") were the  only stockholders  of Gem immediately prior
to the Merger and owned approximately 96.9 percent and 3.1
percent, respectively, of the outstanding common stock of Gem prior
to the Merger.

     Conversion and Cancellation of Gem Shares; PostMerger Offering.
The Merger  Agreement, as originally entered into, contemplated that
7.5 million shares of the  Company's Common Stock, subject to
adjustment in certain cases, would be issued to the Gem Stockholders
as merger consideration.  Under the amended Merger Agreement, all of
the outstanding shares of Gem common stock were cancelled at the
Closing and were converted into the right to receive cash, subject
to reduction as described  below, equal to the amount of the net
proceeds (after payment  of underwriters'   discounts  and
commissions  and certain other offering  expenses) in excess of $4.0
million of an  underwritten secondary public offering (the
"Offering") of 7.5 million  shares of  the Company's Common Stock
(the "PostMerger Offering Stock") if the Offering is concluded by
the Company by June 1, 1997.  The earlier of the closing of the
Offering or June 1, 1997 is referred to in this Report as the
"Settlement Date."  If the Offering has not been completed by June
1, 1997, the Gem Stockholders will receive promissory notes, as
described below.

          The Company did not issue any shares of the Company's
Common Stock to either of the Gem Stockholders at the Closing, and
the Merger Agreement provides that neither of the Gem Stockholders
has any right to vote or dispose of any shares of the Post-Merger
Offering Stock, which remain unissued.

     If the per share net offering proceeds in the Offering are
greater than $8.00 per share, the Company will be entitled to retain
out of the net offering proceeds, and will not pay to the Gem
Stockholders as merger consideration, an additional  amount, up to
an aggregate of $1.2 million, equal to (i) one-half (1/2) of (ii)
the amount  by which the per share net  offering  proceeds exceed
$8.00 (iii) multiplied by 7,500,000.
In determining the net offering proceeds for purposes of calculating
the amount of the merger consideration, the deduction for the
expenses of the Offering other than underwriting discounts and
commissions will not exceed 0.5% of the gross offering proceeds, or
if the public offering price is $8.00 or more, such deduction will
not exceed the greater of 0.5% of the gross offering proceeds and
$350,000 (the "Offering Expenses").

          The Company has agreed not to sell more than 500,000
shares of its Common Stock, other than the Post-Merger Common
Stock, through the Offering or any other underwritten public
offering prior to the Settlement Date, unless all of the  Post-
Merger Offering Stock is sold in the Offering.  The Offering may
include shares  of Common Stock in addition to the Post-Merger
Offering Stock, and the Company will designate which shares to be
included in the Offering will constitute Post-Merger Closing Stock.

     Although the Company has agreed in the Merger Agreement
to use  commercially reasonable efforts to conclude the
Offering prior to June  1,  1997, the Company has not entered into
any agreements or understandings with any potential underwriters for
the Offering or any other public offering of its securities or
otherwise begun to make preparations for the Offering or any other
public offering. There can be no assurance that the Company will
seek to make a public offering of  any of its securities prior to
June 1, 1997, or that any public  offering undertaken will be
successfully completed.  As of the date of this Report, the Company
believes it is unlikely that the Offering, if proceeded with, would
be made prior to the second quarter of 1997.

        If the Offering is not concluded in whole or in part
prior to the  Settlement Date, the Company will deliver to the Gem
Stockholders  promissory notes in an aggregate principal amount
equal to (i) the Average 10-Day Closing Price of the Common Stock
(as defined in the Merger Agreement) as of the Settlement Date (ii)
multiplied by 7,500,000 (iii) minus $4,000,000 and (iv) minus one-
half (1/2) of any Offering Expenses.  Such promissory notes would be
unsecured, would mature on the  third anniversary of the Settlement
Date and would accrue interest at the rate of eight percent (8%) per
annum.  Interest payments would be payable on a monthly basis.
Until the Settlement Date, these  promissory notes will be held in
escrow by a bank for completion and/or release to the Company or the
Gem Stockholders in accordance with a joint notice to be delivered
by the Company and the Gem Stockholders.

        If, prior to June 1, 1997, the Company's Common Stock
is not listed or designated for active trading on an established
United States  securities market solely as the result of the prior
completion of a "Rule 13e-3 transaction" (as defined in Rule 13e3
("Going Private Transactions by Certain Issuers or Their
Affiliates") of the Securities and Exchange Commission), the Merger
Agreement provides that the date of  such Rule 13e-3 transaction
will be the Settlement Date and that the 10-Day Average Closing
Price of the Common Stock will be $9.00 for purposes  of determining
the principal amount of the promissory notes issuable to the Gem
Stockholders.  Such promissory notes, if issued, will mature six (6)
months after the Settlement Date.  Neither the Company nor any
subsidiary of the Company nor, to the best of the Company's
knowledge, any affiliate of the Company has any present intention to
commence any Rule 13e3 transaction.

     The merger consideration, regardless of its form, will be
allocated between the Gem Stockholders in proportion to their
ownership of Gem common stock.  Immediately prior to the Merger,
Rebeil and Magliarditi owned 4,750 and 150 shares of Gem common
stock, respectively.

     The Merger Agreement, as originally entered into, provided for
the merger consideration to be reduced based in part on the cost to
construct The Reserve in accordance with certain standards provided
for in the Merger Agreement. Due to the changes in the scope and
plans of The Reserve made by Gem at the request of Ameristar since
the Merger Agreement was entered into and the resulting delay in the
completion of  The Reserve, it would have been impracticable to
determine  with accuracy the amount of this consideration
adjustment.  In the most  recent amendment to the Merger Agreement,
the parties provided for this consideration adjustment to be $4.0
million, as described above, based  on certain representations and
warranties made by Gem  and Rebeil, including  certain of the
financial representations and warranties described below.

Financial Representations and Warranties; Post-Merger Audit of Gem
Balance Sheet.  Certain financial representations and warranties
were  made by Gem and Rebeil in or pursuant to the Merger Agreement,
including representations and warranties that: (a) Gem's capital
expenditures accrued in connection with the development of The
Reserve as of August 31, 1996 were approximately $19.7 million; (b)
Gem had no material outstanding liabilities to contractors and
materialmen for the  construction of  The Reserve that were due and
payable as of August 31,  1996; (c) the outstanding principal
balance of Gem's bank debt  as  of August 31, 1996 and the Closing
Date was $10.0 million and $11.4 million, respectively; (d) Gem had
no other liabilities as of the Closing Date related to The Reserve
or otherwise except as set forth on its unaudited balance sheet
dated as of August 31, 1996 or incurred  after that date in the
ordinary course of  Gem's business; and (e) Gem's stockholders'
equity as of August 31, 1996 was approximately $11.4 million.  The
Company has engaged its independent public accountants to audit
Gem's financial statements as of, and for the periods ending on,
December  31, 1995 and September 30, 1996.

     Other  Representations and Warranties;  The Merger Agreement
contains additional representations and warranties by one or both of
Gem and Rebeil addressing various matters, many of which are
customarily addressed by representations and warranties in
agreements for similar acquisition transactions.

     Survival of Representations and Warranties; Indemnification.
The  representations and warranties made in or pursuant to the
Merger  Agreement survive for a period of three years after the
Closing,  or in certain cases until the expiration of applicable
statutes of limitations.

     The Merger Agreement provides for Rebeil to indemnify the
Company,  ACLVI and their affiliates and representatives against
various liabilities, obligations, costs and expenses arising out of,
resulting from or incident to breaches of representations and
warranties made in or pursuant to the Merger Agreement, breaches of
covenants or agreements made in or pursuant to the Merger Agreement
and certain specified liabilities. Rebeil's aggregate liability for
indemnification claims will not exceed the value of the merger
consideration. The  indemnification liability of Rebeil will be
reduced if and to the extent that Ameristar or ACLVI receives,
without a reservation of rights, payment of an insurance claim with
respect to the indemnified claim.

     The Merger Agreement also provides for Ameristar and ACLVI to
indemnify  the Gem Stockholders against various liabilities,
obligations, costs and expenses arising out of, resulting from or
incident to breaches of representations and warranties made in or
pursuant to the Merger Agreement, breaches of covenants or
agreements made in or pursuant to the Merger Agreement, and certain
obligations or liabilities of Rebeil  under certain guarantees by
Rebeil of Gem obligations.  The aggregate  liability of Ameristar
and ACLVI for indemnification claims will not exceed the value of
the merger consideration.

   REPAYMENT OF GEM BANK DEBT; INCREASE IN LONG-TERM DEBT. In
connection with the Closing of the Merger, the Company repaid the
outstanding balance (approximately $11.4 million) of a bank loan of
Gem that was secured by The Reserve.  This repayment was funded out
of a draw on the Company's Revolving Credit Facility, which was
increased by $4.5 million to $99.0 million.  As of  the date  of
this Report, the outstanding principal balance of  the Company's
Revolving Credit Facility was $99.0 million.  As a result of the
increase in the Revolving Credit  Facility, the first semi-annual
reduction in available  principal under the Revolving Credit
Facility will occur on January 1, 1997 instead of July 1, 1997.  The
January 1, 1997 scheduled principal reduction is in the amount of
$4.5 million.  The Company anticipates that it will need to obtain
additional financing  in order to fund the initial scheduled
principal reduction under the Revolving  Credit Facility and any
material capital expenditures other than those for the completion of
the Ameristar Council Bluffs project in Iowa.

     The Company is considering various financing arrangements to
increase  its long-term debt, including, as previously disclosed, a
possible replacement of the Company's current Revolving Credit
Facility with an approximately $175 million bank credit facility.
The Company is currently in negotiations with Wells Fargo Bank,
N.A., the lead agent for the Company's current Revolving Credit
Facility, and other lenders concerning such a replacement of the
Revolving Credit Facility. There can be no assurance that these
negotiations or any other financing arrangement will be completed by
January 1, 1997 or at all. For additional information on the
Company's liquidity and capital resources, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operation-Liquidity  and Capital Resources" in the Company's Reports
on Form 10-K and 10-Q for the year and quarter ended December 31,
1995 and June 30, 1996, respectively.

   REGULATORY APPROVALS.  The Merger did not require the prior
approval or  consent of any gaming regulatory authority in the
States of Nevada, Mississippi and Iowa, and the Company does not
believe that the issuance of the above-described promissory notes as
merger consideration, if necessary, will require the  Company to
obtain any approval or consent of any such regulatory authority.
However, any of the Nevada, Mississippi or Iowa gaming authorities
could require  either or both Rebeil or Magliarditi to be found
suitable as the holders of debt securities of the Company.  If a
creditor of the Company is found to be unsuitable  by such a
regulatory authority, the Company could be sanctioned if it makes
payments on the debt to the creditor.  Pursuant to other regulatory
requirements,  each of Rebeil and Magliarditi has filed an
application with the Nevada gaming  authorities for a finding of
suitability.  In addition, any public offering by the Company of its
securities, including the Offering, requires the approval of  the
Nevada gaming authorities.  For additional information, see
"Business--Government Regulations" in the Company's Report on Form
10-K for the year ended December 31, 1996.

    ADDITIONAL ARRANGEMENTS WITH REBEIL.  Under the Merger
Agreement, as originally entered into, Rebeil was to become Vice
Chairman of the Company's Board of Directors and enter into a long-
term employment agreement with the Company.  In  the most recent
amendment to the Merger Agreement, the parties agreed that Rebeil
would not join the Company as a director, officer or employee or in
any other capacity.  The Merger Agreement provides that the Company
will pay a monthly stipend to Rebeil in the amount of $25,000 on the
Closing Date and on the first  day of each month thereafter until
the Settlement Date.  The Company made the initial stipend payment
to Rebeil on the Closing Date.  The Merger Agreement also provides
for Rebeil to use on a rent-free basis certain office space in a
modular  office facility adjacent to The Reserve construction site
for a period from  the Closing Date until 10 days after the
Settlement Date.

     EMPLOYMENT  OF  MAGLIARDITI.  The Merger Agreement provides for
Ameristar to employ Magliarditi after the closing as Senior Vice
President/Co-General Counsel pursuant to an employment agreement.
The employment agreement has not been completed as of the date of
this Report, but the Merger Agreement provides that the employment
agreement will include the following primary terms and conditions:
(i) a contract term of three years, automatically renewable for
successive one-year terms unless either party gives six months'
prior notice of termination; (ii)  a base annual salary of $200,000;
and (iii) if the Company terminates Magliarditi's employment without
cause or if Magliarditi terminates his  employment for good reason
(as defined, which includes a failure by the Company to  extend the
term of the agreement), a severance payment in an amount determined
in part by the remaining contract term.

     Magliarditi has filed an application with the Nevada gaming
regulatory  authorities for a finding of suitability to be an
officer of the Company, which is  currently expected to be
considered during public hearings in November 1996. Magliarditi has
agreed that until the Nevada gaming authorities act upon his
application for a finding of suitability, he will not assume any
position as an officer of the Company.

     TRANSACTIONS WITH GEM AIR, INC.  Gem Air, Inc., a corporation
wholly owned by Rebeil ("Gem Air"), was the sole owner of a 1982 Cessna
Citation ISP jet aircraft (the "Aircraft") and leased the ground, and
certain improvements thereto, upon which Gem Air had previously
completed a hangar facility located at McCarran International Airport in
Las Vegas, Nevada (the "Hangar").  On July 5, 1996 (the "Aircraft
Closing Date"), the Company and Gem Air consummated various transactions
relating to the Aircraft and the Hangar in accordance with the
provisions of the Merger Agreement. The following description of the
terms of these transactions is qualified in its entirety  by, and made
subject to, the actual provisions of the relevant agreements, which have
been  filed and/or incorporated by reference as exhibits to this Report
on Form 8-K.

     The Company purchased from Gem Air a one-half (1/2) interest in the
Aircraft for approximately $466,123.  The Aircraft is encumbered by a
loan from a commercial lender,  the principal amount of which was
approximately $667,750 as of the Aircraft Closing Date.  The Company and
Gem Air own the Aircraft as tenants in common and entered into  an
Aircraft Operating Agreement.  Under the Aircraft Operating Agreement,
the Company has operational control of the Aircraft and is responsible
for servicing the commercial loan secured by the Aircraft and paying all
maintenance and other operating costs of the Aircraft, except that Gem
Air is responsible for the variable costs of the use of the Aircraft by
Gem Air or its agents.  The Aircraft Operating Agreement includes
provisions permitting either co-owner to initiate a sale of the
Aircraft, which may include a sale of one coowner's interest in the
Aircraft to the other co-owner.

     Gem Air conveyed the Hangar, including an assignment of its
leasehold  interests, to Nevada AG Air, Ltd., a Nevada limited liability
company, the members of which are the Company and Gem Air ("Nevada AG
Air").  The Company and Gem Air, acting together, are the managers of
Nevada AG Air.  Concurrently with the conveyance of the Hangar, Nevada
AG Air subleased the Hangar to the Company for a term ending on July 31,
2025,  at a monthly rental equal to the base rental payable under the
ground lease (currently  $3,674) plus $100.  The Company has contributed
$361,705 in cash to Nevada AG Air and Gem Air contributed to Nevada AG
Air assets with an agreed value of $579,898.  Nevada AG Air made an
initial distribution of $289,949 to Gem Air.  The conveyance of the
Hangar by Gem Air to Nevada AG Air was made subject to a bank loan
secured by the Hangar in the principal amount of approximately $320,000.
The Company is making the payments necessary to service this loan, which
payments are considered additional capital contributions to Nevada AG
Air.  Based on each member's net capital contributions to Nevada AG Air
as of the date of this Report, the Company and Gem Air have 55.5% and
44.5% percentage interests, respectively, in Nevada AG Air.

     CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS.  The
information included in this Report includes forward-looking statements,
such as statements concerning the redesign, construction  and financing of
The Reserve, the anticipated increase in the Company's long-term debt, the
contemplated public offering  of  the Company's Common Stock prior to June
1, 1997, anticipated market and competitive conditions that will affect
The Reserve, the potential impact of gaming regulatory requirements in
connection with the Merger and the existence or absence of environmental
contamination affecting The Reserve site.  Actual results might differ
materially from those projected in or anticipated or contemplated by these
forwardlooking statements due to various factors, many of which are beyond
the control of the Company.  Information concerning some of
these factors is set forth above in this Report and in the Company's
other publicly available reports on Forms  10-K, 10-Q and 8-K  filed
with the Securities and Exchange Commission.  In addition to the
cautionary statements in this Report, attention is drawn to the
cautionary statements included under the captions "Business-Government
Regulations" in the Company's Report on Form 10-K for the  fiscal year
ended December 31, 1995, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in each of the 1995
Form 10-K and  the Company's Report on Form 10-Q for the quarterly
period ended June 30, 1996.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
       (a) and (b) Financial Statements and Pro Forma Financial
Information.

          The financial statements and the pro forma financial
          information  relating to the transaction described  in Item
          2 of  this Report (collectively, the "Financial
          information"), which are required to be filed as part of this Report
          pursuant to paragraphs (a) and (b) of Item 7 of Form 8K, are not
          included with this filing in reliance on Items 7(a)(4) and 7(b)(2)  of
          Form  8-K.  It  is impracticable  to provide  the Financial
          Information at  the  time  this Report is  filed.
          In accordance with Item 7(a)(4) of Form 8-K, the Financial
          Information will be filed by amendment to this Report on
          Form 8-K/A as soon as practicable, but not later than
          December 23, 1996.
          
     (c)  Exhibits.

          2.           Plan  of  Acquisition, Reorganization,
               Liquidation or Succession.  See Exhibits 10.1 through 10.9 and
               Exhibit 99.1.
               
               
               
                       10.1    Merger Agreement by and among Gem
               Gaming, Inc., Ameristar Casinos, Inc., Ameristar Casino
               Las Vegas, Inc., Steven  W. Rebeil and Dominic J.
               Magliarditi, dated as of May 31, 1996. Incorporated by
               reference to Exhibits 10.1 and 99.1 to the Ameristar
               Casinos, Inc. Report on Form 10-Q for the quarterly
               period ended June 30, 1996 (the "June 30, 1996 10-
               Q").
                       10.2   First Amendment to Merger Agreement
               by and among Gem Gaming,Inc., Ameristar Casinos,
               Inc., Ameristar Casino Las Vegas, Inc., Steven W.
               Rebeil and Dominic J. Magliarditi, dated as of July
               2, 1996. Incorporated by reference to Exhibit 10.5
               to the June 30, 1996 10-Q.

                       10.3 Second Amendment to Merger Agreement by
               and among Gem Gaming, Inc., Ameristar Casinos, Inc.,
               Ameristar Casino Las Vegas, Inc., Steven W.
               Rebeil and Dominic J. Magliarditi, dated as of
               September 27, 1996.  See also Exhibit 99.1.

          10.4 Gem Individuals' Notes Escrow Agreement
               and Escrow Instructions by and
               among Ameristar Casinos, Inc.,
               Steven W. Rebeil and Dominic J.
               Magliarditi, dated as of September
               27, 1996.
               
          10.5 Letter agreement between Ameristar
               Casinos, Inc. and Dominic J.
               Magliarditi, dated as of
               October 3, 1996.

          10.6 Purchase Agreement between Ameristar
               Casinos, Inc. and Gem Air, Inc. dated
               as of  June 30,  1996.  Incorporated by
               reference to Exhibit 10.6 to the June
               30, 1996 10-Q.

          10.7 Aircraft Operating Agreement between
               Ameristar Casinos, Inc. and Gem Air,
               Inc., dated as of July  5, 1996.
               Incorporated by reference to Exhibit
               10.4 to the June 30, 1996 10-Q.

          10.8 Operating Agreement of Nevada AG Air,
               Ltd., dated as of July 5, 1996.
               Incorporated by reference to Exhibit
               10.2 to the June 30, 1996 10-Q.
               
          10.9 Sublease between Ameristar Casinos,
               Inc. and Nevada AG Air, Ltd., dated as
               of June 30, 1996. Incorporated by
               reference to Exhibit 10.3 to the June
               30, 1996 10-Q.
               
                         99.1  Agreement to furnish the Securities
               and Exchange  Commission certain omitted exhibits and
               schedules to Exhibit 10.3.
               
               
                       SIGNATURE

Pursuant  to the requirements of the Securities
Exchange Act  of 1934,  the undersigned registrant
has duly caused this report  to be  signed  on  its
behalf by  the undersigned  hereunto  duly
authorized.

                     AMERISTAR CASINOS, INC.
                          (Registrant)
Date:  October  23  , 1996


             By:  /s/ Thomas M.Steinbauer
                      Thomas M. Steinbauer,
                   Senior Vice President
                        and Chief
                        Financial Officer


                       INDEX TO EXHIBITS
              Exhibit                              Method of Filing
2.    Plan of  Acquisition, Reorganization,     See Exhibits 10.1 through
      Liquidation or Succession.                10.9 and Exhibit 99.1.


10.1  Merger Agreement by and among Gem      Incorporated by reference to
      Gaming, Inc., Ameristar Casinos,       Exhibits 10.1 and  99.1  to
      Inc., Ameristar Casino Las Vegas,      the Ameristar Casinos, Inc.
      Inc., Steven W. Rebeil and Dominic     Report on Form 10-Q for the
      J. Magliarditi, dated as of May 30,    quarterly period ended
      1996.                                  June 30, 1996 (the "June 30,
                                             1996 10-Q").

10.2  First Amendment to Merger Agreement    Incorporated by reference to
      by and among Gem Gaming, Inc.,         Exhibit 10.5 to the June 30,
      Ameristar Casinos, Inc., Ameristar     1996 10-Q.
      Casino Las Vegas, Inc., Steven  W.
      Rebeil  and Dominic J. Magliarditi,
      dated as of July 2, 1996.

10.3  Second Amendment to Merger Agreement   Filed herewith electronically
      by and among Gem Gaming, Inc.,
      Ameristar Casinos, Inc., Ameristar
      Casino Las Vegas, Inc., Steven W.
      Rebeil and Dominic J. Magliarditi,
      dated as of September 27, 1996.  See
      also Exhibit 99.1.

10.4  Gem Individuals' Notes Escrow          Filed herewith electronically
      Agreement and Escrow Instructions
      by and among Ameristar Casinos, Inc.,
      Steven W. Rebeil and Dominic
      J. Magliarditi, dated as of
      September 27, 1996.

10.5  Letter agreement between Ameristar     Filed herewith electronically
      Casinos,Inc. and Dominic J.
      Magliarditi, dated as of
      October 3, 1996.

10.6  Purchase Agreement between             Incorporated by reference to
      Ameristar Casinos, Inc. and Gem        Exhibit 10.6 to the June 30,
      Air, Inc. dated as of June  30,        1996 10-Q.
      1996.

10.7  Aircraft Operating Agreement           Incorporated by reference to
      between Ameristar Casinos, Inc.        Exhibit 10.4 to the June 30,
      Gem Air, Inc., dated as of             10-Q. 1996.
      July 5,  1996. 

10.8  Operating Agreement of  Nevada         Incorporated by reference to
      AG Air, Ltd., dated as of              Exhibit 10.2 to the June 30, 1996.
      July  5, 1996 10-Q.

10.9  Sublease between Ameristar             Incorporated by reference to
      Casinos, Inc. and Nevada AG Air,       Exhibit 10.3 to the June 30,
      Ltd., dated as of June 30, 1996.       1996 10-Q.

99.1  Agreement to furnish the               Filed herewith electronically
      Securities and Exchange
      Commission certain omitted
      exhibits and schedules to
      Exhibit 10.3.












              SECOND AMENDMENT TO MERGER AGREEMENT


           This SECOND AMENDMENT TO MERGER AGREEMENT dated as  of
September  27, 1996 (this "Amendment"), is made by and among  GEM
GAMING,  INC.,  a Nevada corporation ("Gem"), AMERISTAR  CASINOS,
INC.,  a  Nevada corporation ("Ameristar"), AMERISTAR CASINO  LAS
VEGAS,  INC., a Nevada corporation and a wholly owned  subsidiary
of Ameristar ("ACLV"), STEVEN W. REBEIL, an individual and in his
capacity  as  Trustee  of the Karizma Trust  created  under  that
certain   Trust  Agreement,  dated  July  2,  1991,  as   amended
("Rebeil"),   and   DOMINIC   J.   MAGLIARDITI,   an   individual
("Magliarditi," and together with Rebeil, the "Gem Individuals").

                            Recitals

            A.    WHEREAS,  Gem,  Ameristar,  ACLV  and  the  Gem
Individuals are parties to that certain Merger Agreement dated as
of  May  31, 1996, as amended by that certain First Amendment  to
Merger   Agreement  dated  as  of  July  2,  1996  (the   "Merger
Agreement"), pursuant to which Gem will be merged with  and  into
ACLV.

            B.    WHEREAS,  Rebeil  has  concluded  that  he  has
philosophical  disagreements with Ameristar's  managerial  style,
and  as  a  consequence  of such conclusion,  and  certain  other
reasons, Gem, Ameristar, ACLV and the Gem Individuals now  desire
to further amend the Merger Agreement as set forth herein.

                            Agreement
                                
            NOW,   THEREFORE,  in  consideration  of  the  mutual
agreements, provisions and covenants contained in this Amendment,
and  intending  to be legally bound hereby, Gem, Ameristar,  ACLV
and the Gem Individuals hereby agree as follows:

                            Article 1
                                
                           Definitions

           1.1   Undefined Terms.  Except for those terms defined
herein,  all capitalized terms shall have the meanings set  forth
in the Merger Agreement.

           1.2  Additional Terms.  The following terms are hereby
added  to  the  Merger  Agreement and shall  have  the  following
meanings:

           "Additional  Stock" shall mean Ameristar Common  Stock
     included  in  the Offering that is not Post-Merger  Offering
     Stock,  as  designated  by Ameristar by  written  notice  to
     Rebeil  and  Magliarditi on or before  the  closing  of  the
     Offering.   The  amount  of Additional  Stock  that  may  be
     included  in  the Offering is subject to limitation  as  set
     forth in Section 2.10(a) of the Merger Agreement.

          "Closing Date Balance Sheet" shall mean the unaudited
     Balance Sheet of Gem dated as of the August 31, 1996 and
     prepared in accordance with GAAP and Regulation S-X.
     

           "Gem  Individuals' Notes Escrow Agreement" shall  mean
     that  certain  Gem Individuals' Notes Escrow  Agreement  and
     Escrow  Instructions  dated  as  of  the  Closing  Date  and
     executed  by  the  Escrow Agent, Ameristar, Magliarditi  and
     Rebeil.

           "Gem Individuals' Notes" shall mean  the "Rebeil Note"
     and  the  "Magliarditi Note," as such terms are  defined  in
     Section  2.10  of the Merger Agreement (as  amended  by  the
     Second Amendment).

           "Gem  Individuals'  Share of Completion  Differential"
     shall  be  deemed to mean Four Million Dollars  ($4,000,000)
     solely for the purpose of calculating the amounts payable to
     the  Gem Individuals in accordance with Section 2.10 hereof.
     The   Gem  Individuals'  Share  of  Completion  Differential
     represents  the  parties'  settlement  and  compromise  with
     respect  to  the calculation of the "Adjustment Amount"  (as
     said  term is used in the Merger Agreement).  The settlement
     and compromise with respect to the Gem Individuals' Share of
     Completion Differential shall not be deemed a representation
     or  acknowledgment by any party with respect  to  the  facts
     underlying  the calculation of the "Adjustment  Amount,"  it
     being  understood that each party shall have  the  right  to
     continue  to  rely  upon  the  accuracy  of  the  respective
     warranties  made in its favor by the other parties  pursuant
     to  the  Merger Agreement and the documents and certificates
     delivered pursuant thereto.

           "Going  Private  Event"  shall  mean  the  removal  of
     Ameristar  Common  Stock  from listing  or  designation  for
     active  trading  on an established United States  securities
     market  solely  as the result of the prior completion  of  a
     "Rule  13e-3 transaction" (as defined in Rule 13e-3  of  the
     SEC).

           "Net Proceeds of the Post-Merger Offering Stock" shall
     mean the proceeds of the Post-Merger Offering Stock sold  in
     the  Offering, less the pro rata share (based on the  amount
     of  Post-Merger  Offering Stock sold in the  Offering  as  a
     portion  of the total amount of Ameristar Common Stock  sold
     in  the Offering) of the Offering Expenses.  Ameristar shall
     provide  Rebeil  with  a  reasonable opportunity  to  review
     Ameristar's  calculation of said costs and the back-up  data
     (e.g.,  invoices from professionals) used to calculate  said
     costs  (it being understood that the foregoing shall not  be
     construed  as  requiring Ameristar to  disclose  information
     which  Ameristar's counsel concludes is subject to attorney-
     client   privilege  or  attorney  work  product   disclosure
     protection).

           "Offering  Expenses" shall mean the  sum  of  (a)  the
     underwriter's  discount  and commission  and  (b)  expenses,
     attorneys'  fees  and  accountants'  fees,  printing  costs,
     filing  fees  and  all other costs (excluding  underwriter's
     discount  and commission) to the extent that they reasonably
     arise as a consequence of Ameristar's efforts to effect  the
     Offering;  provided,  however, that  for  purposes  of  this
     Agreement,  the  amount  set forth in  clause  (b)  of  this
     definition of the term "Offering Expenses" shall not  exceed
     (i)  if the gross price per share paid by the purchasers  of
     stock  in  the Offering is less than $8.00/share, then  one-
     half  of  one percent of the gross proceeds of the Offering,
     or  (ii) if the gross price per share paid by the purchasers
     of  stock  in  the  Offering is greater  than  or  equal  to
     $8.00/share, then the greater of (A) one-half of one percent
     of  the gross proceeds of the Offering and (B) $350,000.  As
     implemented by the provisions of Schedules 6 and  7  to  the
     Escrow  Agreement,  if the Offering does  not  occur  on  or
     before the Settlement Date, then the Offering Expenses shall
     be  borne  equally  by  the Gem Individuals  and  Ameristar.
     

          "Offering"  shall have the meaning set forth in Section
     2.10  of  the  Merger Agreement (as amended  by  the  Second
     Amendment).

           "Post-Merger Offering Stock" shall mean seven  million
     five-hundred thousand (7,500,000) shares of Ameristar Common
     Stock.   Notwithstanding the use of such defined  term,  the
     Gem  Individuals acknowledge and agree that  nothing  herein
     shall  be  construed as conferring upon the Gem  Individuals
     any  right,  title  or interest to the Post-Merger  Offering
     Stock   (it   being  understood,  however,  that   the   Gem
     Individuals  shall have the right to receive the  respective
     payments   contemplated  by  Section  2.10  of  the   Merger
     Agreement).

           "Second Amendment" shall mean the Second Amendment  to
     Merger  Agreement  dated as of September 27,  1996,  by  and
     among Gem, Ameristar, ACLV and the Gem Individuals.

           "Settlement Date" shall mean the earlier  of  (i)  the
     date that is eight (8) months after the Closing Date (but no
     later  than June 1, 1997), (ii) the closing of the  sale  of
     Ameristar  Common Stock sold in the Offering, or  (iii)  the
     date (if any) upon which a Going Private Event occurs.

           1.3   Revised Terms.  The definitions of the following
terms set forth in Section 1.1 of the Merger Agreement are hereby
amended to read as follows:

           "Ancillary  Agreements" shall mean the Gem  Individual
     Notes Escrow Agreement and the Gem Individuals' Notes.

           "Closing Date" shall mean October 1, 1996, or as  soon
thereafter  as  Ameristar in good faith  can  obtain  appropriate
amendments  to its credit facility with Wells Fargo in  order  to
obtain  funds to pay off, on the Closing Date, the  loan  to  Gem
from Bank of America.

           "Merger  Consideration" shall  mean  Gem  Individuals'
     right  to payment pursuant to Sections 2.10 and 2.12 of  the
     Merger Agreement, as amended by the Second Amendment."

           1.4   Re-defined  Term.  The defined term  "Ineligible
Person"  in  Section 1.1 of the Merger Agreement is  replaced  so
that  henceforth  all references to Ineligible  Person  shall  be
replaced  with the term "Exiting Gem Shareholder."  The substance
of the definition shall not change.

                            Article 2
                                
                    Acknowledgment of Parties
                                
           The  parties  agree that each of the  Gem  Individuals
shall be treated as an "Exiting Gem Shareholder" for purposes  of
Section 7.3 of the Merger Agreement.
                                
                            Article 3
                                
                 Amendments to Merger Provisions
                                
          3.1  Conversion of Shares.  Section 2.8 and Section 2.9
of  the  Merger  Agreement are hereby amended  by  deleting  such
sections  in their entirety and inserting the following in  their
place:


           "2.8  Conversion of Shares.  In consideration for  the
     Merger,  all  of the shares of Gem Stock shall be  exchanged
     for  the right of Rebeil and Magliarditi to receive payments
     in accordance with Sections 2.10 and 2.12."

           3.2   Offering.  Section 2.10 of the Merger  Agreement
entitled "Consideration Adjustment" is hereby amended by deleting
such  section in its entirety and inserting the following in  its
place:

           "2.10     Post-Closing Offering.  Ameristar shall  use
     commercially  reasonable efforts to conclude an underwritten
     public  offering of Ameristar Common Stock (the  "Offering")
     on  or  before the date that is eight (8) months  after  the
     Closing  Date (but no later than June 1, 1997),  subject  to
     the following terms and conditions:

           (a)   The  Offering.   Ameristar shall  determine  the
     number  of  shares of Ameristar Common Stock  that  will  be
     included  in the Offering in the exercise of its good  faith
     discretion after consultation with the Underwriter (as  such
     term  is  defined below); provided, however, that  under  no
     circumstances shall Ameristar be entitled to sell through an
     underwritten public offering more than five-hundred thousand
     (500,000)  shares of Additional Stock before the  Settlement
     Date   unless  Ameristar  shall  have  previously  sold   or
     contemporaneously  sells  all of  the  Post-Merger  Offering
     Stock  in  the  Offering.   Notwithstanding  the  foregoing,
     nothing  in  this Agreement shall be deemed a limitation  on
     (1)  Ameristar's right to manage, finance, sell, dispose  of
     or otherwise deal with its assets and its businesses, or (2)
     Ameristar's   right  to  effect  additional   offerings   of
     Ameristar Common Stock, after the Settlement Date,  on  such
     terms as Ameristar may deem appropriate.

          (b)  The Underwriter.  The lead managing underwriter of
     the  Offering  shall be a nationally recognized  underwriter
     selected  by  Ameristar and Rebeil (the "Underwriter").   In
     connection  with  the  selection  of  the  Underwriter   (1)
     Ameristar  shall  require  the Underwriter  and  Ameristar's
     accountants  and  attorneys  materially  involved   in   the
     Offering to provide estimates of their anticipated fees  and
     expenses  in connection with the Offering, and (2) Ameristar
     shall provide Rebeil, prior to selection of the Underwriter,
     with  an  opportunity  to  meet  with  the  final  potential
     underwriter  candidates so as to discuss  in  general  terms
     such  candidates'  proposed plans for the Offering.   Rebeil
     shall not unreasonably withhold or deny his approval of  the
     Underwriter.

           (c)   Additional  Rights of The Gem  Individuals  with
     Respect to the Offering.  The Gem Individuals shall have the
     following rights in connection with the Offering:   (i)  the
     Gem  Individuals  shall  have the right  to  meet  with  the
     Underwriter, as reasonably requested by the Gem Individuals,
     to  discuss the status of the Offering; (ii) Ameristar shall
     provide,  in a reasonably prompt fashion following  request,
     the Gem Individuals with information reasonably requested by
     them  with respect to the marketing (including "road shows")
     and  the status of the Offering through the Settlement Date;
     and  (iii)  the  Gem  Individuals  shall  be  provided  with
     reasonable  advance notice (which shall mean at  least  five
     (5)  days,  when  reasonably  possible)  of,  and  shall  be
     entitled  to  attend,  informational meetings  (i.e.,  "road
     shows")  with respect to the Offering.  Except as  otherwise
     provided  herein,  Ameristar shall  have  no  obligation  to
     provide  the  Gem  Individuals  with  any  information  with
     respect to Ameristar or the Offering.

           (d)   Limitations  on Rights of Gem  Individuals  With
     Respect to the Offering.  Notwithstanding any provisions  of
     this   Agreement  to  the  contrary,  neither  of  the   Gem
     Individuals
     shall take, or cause or permit any of his Affiliates to take,
     directly  or  indirectly, any action  with  respect  to  the
     Offering,  and neither Ameristar nor ACLV shall be  required
     to  take  or  omit to take, any action with respect  to  the
     Offering, if (i) in the reasonable determination of  counsel
     experienced  in securities laws and regulations and  working
     on  the  Offering, such action would violate any  applicable
     law  ("Applicable  Law") (including without  limitation  the
     Securities  Act, the Exchange Act, the rules and regulations
     of  the  SEC  and  any state securities law),  or  (ii)  the
     Underwriter  determines  that  such  action  would  not   be
     appropriate in connection with the Offering.

           (e)  The Gem Individuals' Obligations With Respect  to
     the  Offering.  Until the Settlement Date, each of  the  Gem
     Individuals shall:

                (i)   At  all  times  reasonably  cooperate  with
     Ameristar in connection with the Offering and Ameristar  SEC
     filings and take all steps reasonably requested by Ameristar
     in  connection with the Offering or Ameristar  SEC  filings.
     Such  steps may include, without imitation, (A) the delivery
     of   agreements,  certificates,  instruments  and  documents
     reasonably  requested by the Underwriter, (B) the  provision
     of  any information reasonably necessary to describe the Gem
     Individuals'  involvement  with  Ameristar,   or   the   Gem
     Individuals' interest in the net proceeds of the Post-Merger
     Offering  Stock, for any document to be filed  by  Ameristar
     with   the   SEC  or  any  state  securities  administrator,
     including   the  Registration  Statement  and   any   public
     statement to be made by Ameristar, and (C) the provision  of
     such  information,  representations, certificates  or  other
     documents  that  may be reasonably requested by  Ameristar's
     independent public accountants in connection with any  audit
     or review of any Gem Financial Statements, including without
     limitation, the Closing Date Balance Sheet.  Each of the Gem
     Individuals  shall  cause  all  information  that  he  shall
     provide to Ameristar neither to contain any untrue statement
     of  material  fact  nor to omit to state any  material  fact
     necessary  to make such information or any part thereof  not
     misleading.

               (ii) Not disclose any information about Ameristar,
     ACLV  or any of Ameristar's other Subsidiaries or Affiliates
     that  is  not generally known by the general public, without
     the  prior consent of Ameristar and approval of its  outside
     counsel, except on a "need to know" basis to the Underwriter
     and  counsel and experts retained by the Gem Individuals who
     have  agreed  not  to purchase, sell or  otherwise  deal  in
     Securities  or other securities of Ameristar  and  who  have
     agreed  to  be  bound  by  the  confidentiality  limitations
     imposed by this Agreement.

               (iii)     Not (A) buy, sell or otherwise trade any
     Securities  or other securities of Ameristar or any  options
     to  purchase  or  sell  Ameristar Common  Stock  written  by
     persons other than Ameristar, (B) cause or permit any of his
     Affiliates  to  buy,  sell or otherwise trade,  directly  or
     indirectly,  any  such securities, or (C) direct,  cause  or
     influence, directly or indirectly, any other person to  buy,
     sell or otherwise trade such securities.

                (iv)  Without limiting clause (iii)  above,  not,
     directly  or indirectly, take any action himself,  cause  or
     permit  any action to be taken by any of his Affiliates,  or
     direct,  cause  or  influence any third party  to  take  any
     action, that would (A) violate any of Sections 11, 12 or  17
     of the Securities Act, Section 10(b) of the Exchange Act, or
     Rules  10b-5  or  10b-6  of  the  SEC,  whether  or  not  in
     connection with the Offering, (B) result in a breach of,  or
     failure  of  a  representation made  by  Ameristar  in,  the
     underwriting agreement for the Offering, or (C) result in  a
     breach  of, or failure of a representation made by such  Gem
     Individual  in,  any agreement, certificate,  instrument  or
     document executed by such  Gem Individual for the benefit of
     the                                             Underwriter.
     

           (f)  The Gem Individuals' Right to Comment.  Until the
     Settlement  Date, each of the Gem Individuals  shall  review
     all  documentation provided by Ameristar or the  Underwriter
     in  connection  with  the Offering and periodically  provide
     comments  and  suggestions to Ameristar and the  Underwriter
     with  respect to such documents regarding the marketing  and
     terms  of  the  Offering (including the  correction  of  any
     information  contained in any such document  that  such  Gem
     Individual  knows  or believes to be false  or  misleading).
     Ameristar  shall  review and consider the  Gem  Individuals'
     comments  in  good  faith,  but  Ameristar  shall  have   no
     obligation to modify its proposed course of conduct or  take
     any action based on such comments or suggestions.

           (g)   Sale  of All of the Post-Merger Offering  Stock.
     Except  as provided in clause 2.10(i), if, on or before  the
     Settlement  Date,  the closing of the  Offering  occurs  and
     pursuant  thereto  Ameristar sells all  of  the  Post-Merger
     Offering  Stock,  then  Ameristar and the  Gem  Individuals,
     within  three  (3) Business Days after the Settlement  Date,
     shall take the following steps:

                (i)  First, said parties shall calculate the "Gem
     Individuals' Shared Proceeds," which shall equal (A) the Net
     Proceeds of the Post-Merger Offering Stock minus (B) the sum
     of:

                     (1)   the  Gem  Individuals'  Share  of  the
          Completion Differential ($4,000,000); plus
     
                    (2)  one-half (1/2) of the excess (if any) of
          the Net Proceeds of the Post-Merger Offering Stock over
          a threshold amount determined by multiplying the number
          of  shares  of Post-Merger Offering Stock sold  in  the
          Offering   times   $8.00/share.   Notwithstanding   the
          foregoing,  the  amount  calculated  pursuant  to  this
          clause  (2)  shall not exceed One Million  Two  Hundred
          Thousand  Dollars  ($1,200,000).   Thus,  if  the   Net
          Proceeds  of  the Post-Merger Offering Stock  are  less
          than  the  aforementioned threshold  amount,  then  the
          figure  calculated  in this clause (2)  shall  be  zero
          dollars ($0).

                (ii) Second, said parties shall calculate (A) the
     "Rebeil  Payment,"  which shall equal the  Gem  Individuals'
     Shared  Proceeds multiplied times Rebeil's Gem Proportionate
     Interest  (7,270,408/7,500,000), and  (B)  the  "Magliarditi
     Payment,"  which  shall  equal  the  product  of   the   Gem
     Individuals'  Shared Proceeds multiplied times Magliarditi's
     Gem Proportionate Interest (229,592/7,500,000).

                (iii)      Third, Ameristar shall pay the  Rebeil
     Payment to Rebeil and the Magliarditi Payment to Magliarditi
     within  three  (3) Business Days after the Settlement  Date.
     To the extent practicable, Ameristar shall endeavor to cause
     said  payments  to be effected by direct disbursements  from
     the Underwriter.

                (iv)  Fourth,  Rebeil, Magliarditi and  Ameristar
     shall each truthfully execute and deliver to Escrow Agent  a
     notice  in  the  form  of Schedule 1  attached  to  the  Gem
     Individuals'   Notes  Escrow  Agreement,  and   Rebeil   and
     Magliarditi shall take such further actions as Ameristar may
     request  in  order to cause the Rebeil Note, the Alternative
     Rebeil  Note,  the  Magliarditi  Note  and  the  Alternative
     Magliarditi  Note to be marked "CANCELLED" and delivered  to
     Ameristar  (provided  that  in  no  event  shall  Rebeil  or
     Magliarditi  be  required to take any such  actions  earlier
     than the date that the Rebeil Payment is delivered to Rebeil
     and  the  Magliarditi Payment is delivered to  Magliarditi).
     

           (h)  Sale of Less than All of the Post-Merger Offering
     Stock.    At the request of the Gem Individuals, if,  on  or
     before  the Settlement Date, Ameristar fails to sell all  of
     the   Post-Merger  Offering  Stock  in  the  Offering,  then
     Ameristar shall provide each of Rebeil and Magliarditi  with
     a  promissory note for the respective value of such  party's
     Gem  Proportionate  Interest  of  the  Post-Merger  Offering
     Stock, as determined by the Average 10-Day Closing Price  as
     of  the Settlement Date, less the Gem Individuals' Share  of
     the Completion Differential.  The parties have determined to
     proceed  on  the  basis  of the general  intent  behind  the
     proposal   of   the   Gem  Individuals.    Accordingly,   in
     furtherance of this general intent, the parties  agree  more
     specifically as follows:

                (i)   At  the  Closing, Rebeil,  Magliarditi  and
     Ameristar shall each execute and deliver to the Escrow Agent
     the   Note   Escrow  Agreement.   In  connection  therewith,
     Ameristar shall execute and deliver to the Escrow Agent, for
     handling pursuant to the Escrow Agreement, the following:

                     (A)   A  promissory  note  in  the  form  of
     Schedule  1  attached to the Escrow Agreement  (the  "Rebeil
     Note"), which shall continue to have blanks for the "date of
     the  note"  and  the  "principal  amount"  (which  shall  be
     delivered  or cancelled only in accordance with  the  Escrow
     Agreement);

                     (B)   A  promissory  note  in  the  form  of
     Schedule   2   attached   to  the  Escrow   Agreement   (the
     "Alternative Rebeil Note"), which shall be completed so that
     the  principal  amount  thereof equals  the  Average  10-Day
     Closing Price as of the Closing Date multiplied by 7,270,408
     shares  but  which shall continue to have a  blank  for  the
     "Settlement Date";

                     (C)   A  promissory  note  in  the  form  of
     Schedule 3 to the Escrow Agreement (the "Magliarditi Note"),
     which  shall  continue to have blanks for the "date  of  the
     note"  and  the "principal amount" (which shall be delivered
     or cancelled only in accordance with the Escrow Agreement);

                     (D)   A  promissory  note  in  the  form  of
     Schedule   4   attached   to  the  Escrow   Agreement   (the
     "Alternative Magliarditi Note"), which shall be completed so
     that  the principal amount thereof equals the Average 10-Day
     Closing  Price as of the Closing Date multiplied by  229,592
     shares  but  which shall continue to have a  blank  for  the
     "Settlement Date."

               (ii) Except as provided in clause 2.10(i) below,
     if Ameristar fails to sell all of the Post-Merger Offering
     Stock in the Offering before the Settlement Date, then:
     
                    (A)  within three (3) Business Days after the
     Settlement Date, Ameristar shall calculate the amount of the
     Offering  Expenses  and  truthfully  complete,  execute  and
     deliver  to Rebeil and Escrow Agent a notice in the form  of
     Schedule  6  attached  to the Escrow  Agreement.   Following
     Rebeil's  approval of said notice (which approval shall  not
     be unreasonably withheld), Rebeil shall execute the same and
     deliver a copy to the Escrow Agent, and Ameristar and Rebeil
     thereafter  shall  take  such  further  steps  as   may   be
     reasonably necessary in order to cause the Escrow Agent  (1)
     to  complete the Rebeil Note in accordance with the terms of
     said notice and to deliver the Rebeil Note to Rebeil and (2)
     to  mark the Alternative Rebeil Note as "CANCELLED"  and  to
     return   the   Alternative   Rebeil   Note   to   Ameristar.
     Notwithstanding the foregoing, if Ameristar fails to  timely
     deliver  a  completed notice in the form of  Schedule  6  to
     Rebeil  and Escrow Agent on or before the end of  the  third
     (3rd)  Business  Day  following the  Settlement  Date,  then
     Rebeil  shall  have  the right to truthfully  complete  said
     notice and deliver the same to the Escrow Agent.
     
                    (B)  within three (3) Business Days after the
     Settlement  Date, Ameristar shall each truthfully  complete,
     execute and deliver to Magliarditi and Escrow Agent a notice
     in  the  form  of  Schedule 7 attached to  the  Note  Escrow
     Agreement.    Following  approval  of  said  notice   (which
     approval  shall not be withheld so long as the  calculations
     thereon are made on a basis consistent with the calculations
     made in the notice approved by Rebeil pursuant to clause (A)
     above),  Magliarditi shall execute the same  and  deliver  a
     copy  to  the  Escrow Agent, and Ameristar  and  Magliarditi
     shall take such further steps as may be reasonably necessary
     in  order  to  cause the Escrow Agent (1)  to  complete  the
     Magliarditi Note in accordance with the terms of said notice
     and  to deliver the Magliarditi Note to Magliarditi and  (2)
     to  mark the Alternative Magliarditi Note as "CANCELLED" and
     to  return  the  Alternative Magliarditi Note to  Ameristar.
     Notwithstanding the foregoing, if Ameristar fails to  timely
     deliver  a  completed notice in the form of  Schedule  7  to
     Magliarditi  and Escrow Agent on or before the  end  of  the
     third (3rd) Business Day following the Settlement Date, then
     Magliarditi shall have the right to truthfully complete said
     notice and deliver the same to the Escrow Agent.
     
           (i)   Going  Private Event.  If a Going Private  Event
     occurs,  then the Gem Individuals shall not be  entitled  to
     the  payments, notes or Ameristar Common Stock described  in
     Section 2.10(g) or 2.10(h) of the Merger Agreement.  In lieu
     thereof,  Ameristar  and  the  Gem  Individuals  shall  each
     execute  and  deliver  to  Escrow Agent,  within  three  (3)
     Business  Days  after the Settlement Date, a notice  in  the
     form  attached to the Escrow Agreement as Schedule 8.   Upon
     the  determination, if any, by any person to commence a Rule
     13e-3  transaction with respect to Ameristar  Common  Stock,
     Ameristar  shall not be obligated to proceed, and shall  not
     proceed, further with the Offering.

           3.3   Stipend and Occupancy Rights.  New Sections 2.12
and 2.13 are hereby added to the Merger Agreement as follows:

           "2.12      Stipend.   Ameristar shall pay  Twenty-Five
     Thousand Dollars ($25,000) to Rebeil on the Closing Date  or
     October  2,  1996, whichever occurs first.  On  the  Closing
     Date,  Ameristar  further  shall  deposit  into  the  Escrow
     $175,000  with  an  irrevocable instruction  to  the  Escrow
     Agent:   (a)   to  disburse  Twenty-Five  Thousand   Dollars
     ($25,000) to Rebeil on the first day of each calendar  month
     commencing November 1, 1996 through the Settlement Date; (b)
     pending  disbursement,  to invest  such  funds  in  interest
     bearing  accounts  (with the income charged  to  Ameristar's
     taxpayer identification number); and (c) upon written notice
     from Ameristar following the Settlement Date, to return  any
     undisbursed balance to Ameristar."

           "2.13.     Post-Closing Occupancy  Through  Settlement
     Date.  From the Closing Date until the day that is ten  (10)
     days after the Settlement Date, ACLV shall permit Rebeil  to
     use  and  occupy, rent free, the portion of ACLV's  premises
     located near the Reserve that is more particularly described
     on  Exhibit  "B  attached hereto (the "Premises").   Neither
     Rebeil  nor any employee of Rebeil nor any employee  of  any
     company owned or controlled by Rebeil shall initiate contact
     with  or  make any attempt to communicate with any employee,
     invitee  or  licensee of Ameristar or ACLV unless  Craig  H.
     Neilsen,  Brian  E.  Katz, Thomas M. Steinbauer  or  another
     employee  of  Ameristar  or  ACLV previously  designated  in
     writing  for  such  purposes shall have  consented  to  such
     communication.  Rebeil shall not unreasonably  request  such
     consent.
     Rebeil shall use the Premises only for general office purposes
     and  shall  not  use the Premises for any unlawful  purpose,
     violate  any  government ordinance or create  any  nuisance.
     Rebeil  shall neither disrupt the activities of ACLV,  other
     tenants  or  employees, licenses or invitees  of  ACLV,  nor
     interfere  with or disturb the operation of ACLV's business.
     Rebeil  shall not sublet or sub-license any portion  of  the
     Premises.   If  Rebeil  breaches  any  provision   of   this
     Agreement,  then  ACLV  shall be entitled  to  exercise  all
     remedies  at  law  or in equity, including  any  provisional
     remedy or remedies (i.e., unlawful detainer) that a landlord
     has with respect to its tenant's breaches of lease."

                            Article 4
                                
             Amendments to Covenants and Conditions

          4.1  Vote Required.  The first two sentences of Section
5.10  of the Merger Agreement entitled "Vote Required" are hereby
deleted in their entirety.

           4.2   Employee  Matters.  Section 6.9  of  the  Merger
Agreement  is  hereby  amended by deleting such  section  in  its
entirety and inserting the following in its place:

          "6.9 Employee Matters.  Ameristar and Magliarditi shall
     enter  into  an employment agreement in a form  approved  by
     Ameristar and Magliarditi containing the material terms  set
     forth  in  Exhibit  AA  to  the Merger  Agreement  and  such
     additional  terms  as  the parties may  agree  upon  in  the
     exercise  of good faith (it being understood that except  as
     specifically  set  forth in said Exhibit, Magliarditi  shall
     not be entitled to terms more favorable than those generally
     available  to the senior officers of Ameristar).   Ameristar
     and  Magliarditi shall endeavor to execute and deliver  said
     employment  agreement  within  ten  (10)  days   after   the
     execution and delivery of the Second Amendment."

          4.3  Board of Directors.  Sections 6.10 and 11.5 of the
Merger Agreement entitled "Board of Directors" are hereby deleted
in their entirety.

          4.4  Denial of License; Individuals.  Subsection 7.3(e)
of the Merger Agreement is hereby deleted in its entirety.

          4.5  Corporate Authorization.

           (a)   Section  8.9 of the Merger Agreement  is  hereby
amended  by  deleting such section in its entirety and  inserting
the following in its place:

           "8.9  Corporate Authorization.  The Board of Directors
     of  each  of  Ameristar  and ACLV shall  have  approved  all
     necessary resolutions for the execution and delivery of this
     Agreement and the Ancillary Agreements, the consummation  of
     the  transactions contemplated hereby and  thereby  and  the
     performance  of  the  obligations  of  Ameristar  and   ACLV
     hereunder and thereunder."

           (b)   Section 9.14 of the Merger Agreement  is  hereby
amended  by  deleting such section in its entirety and  inserting
the           following          in          its           place:


            "9.14      Corporate  Authorization.   The  Board  of
     Directors of each of Ameristar and ACLV shall have  approved
     all necessary resolutions for the execution and delivery  of
     this   Agreement   and   the   Ancillary   Agreements,   the
     consummation  of  the transactions contemplated  hereby  and
     thereby  and the performance of the obligations of Ameristar
     and ACLV hereunder and thereunder."

          4.6  Officers.  Section 11.6 of the Merger Agreement is
hereby  amended  by  deleting such section in  its  entirety  and
inserting the following in its place:

           "11.6     Officers.  The present officers of Ameristar
     shall  continue in office and, upon Closing, Ameristar shall
     cause Dominic J. Magliarditi to be elected to the offices of
     Senior Vice-President and Co-General Counsel."

            4.7   Deletion  of  Tax-Free  Objective.   Subsection
11.10(c)  of  the  Merger  Agreement is  hereby  deleted  in  its
entirety.
     
                            Article 5
                                
                      "Clean-Up" Amendments
                                
          5.1  Amendments to Exhibits.  Exhibits M, N, O and DD
to the Merger Agreement are hereby deleted.  Exhibit B to the
Merger Agreement is amended by deleting such exhibit in its
entirety and inserting in its place Exhibit B attached hereto.

          5.2  Amendments to Deliveries.  Section 3.2(c)(v) and
Section 3.2(d) of the Agreement are hereby amended by deleting
such Sections in their entirety.

                            Article 6
                                
                    Miscellaneous Provisions

           6.1   No  Other  Amendments.  Except  as  specifically
provided in this Amendment (or in the Escrow Agreement, the terms
of  which  are incorporated herein by reference), no  amendments,
revisions or changes are made to the Merger Agreement.  All other
terms and conditions of the Merger Agreement remain in full force
and effect and apply fully to this Amendment.

          6.2  Choice of Law.  This Amendment shall be construed,
interpreted   and  the  rights  of  the  parties  determined   in
accordance  with  the  laws  of  the  State  of  Nevada  (without
reference  to choice of law provisions), except with  respect  to
matters of law concerning the internal corporate affairs  of  any
corporate  entity  which is a party to or  the  subject  of  this
Amendment,  and  as to those matters the law of the  jurisdiction
under  which  the  respective entity  derives  its  powers  shall
govern.

           6.3   Multiple  Counterparts.  This Amendment  may  be
executed  in  one or more counterparts, and by different  parties
hereto  in  separate  counterparts, each of which  when  executed
shall  be  deemed  to  be  an  original,  including  counterparts
transmitted  by facsimile, but all of which taken together  shall
constitute one and the same agreement.

           6.4  Invalidity.  In the event that any one or more of
the  provisions  contained  in this Amendment  or  in  any  other
instrument referred to herein, shall, for any reason, be held  to
be  invalid, illegal or unenforceable in any respect, then to the
maximum  extent permitted by law, such invalidity, illegality  or
unenforceability  shall not affect any other  provision  of  this
Amendment or any other such instrument.

           6.5  Titles; Gender.  The titles, captions or headings
of  the Articles, Sections and Subsections herein, and the use of
a  particular gender, are for convenience of reference  only  and
are  not  intended to be a part of or to affect or  restrict  the
meaning or interpretation of this Agreement.

           6.6   Effect  of  Amendment.  On and  after  the  date
hereof,  each reference in the Merger Agreement or the  Ancillary
Agreements  to  the  "Merger Agreement" or the "Agreement"  shall
mean   the  Merger  Agreement  as  amended  hereby.   Except   as
specifically amended above, the Merger Agreement shall remain  in
full force and effect and is hereby ratified and confirmed.   The
execution,  delivery  and effectiveness of this  Amendment  shall
not, except as expressly provided herein, operate as a waiver  of
any right, power or remedy of any party hereto, nor constitute  a
waiver of any provision of the Merger Agreement.

           6.7  Legal and Tax Advice.  Each party hereto has  had
an  opportunity to discuss this Amendment with counsel  of  their
respective choosing, and to have the legal consequences  of  this
Amendment  and the transactions contemplated hereby explained  by
such  counsel.  Each party hereto also has had an opportunity  to
seek  and obtain the advice of a competent tax professional  with
respect  to  the  tax  consequences of  this  Amendment  and  the
transactions contemplated hereby.  No party is relying  upon  any
other  party or any of their respective stockholders,  directors,
officers,  agents or Representatives for purposes of interpreting
the  provisions  of this Amendment or assessing the  consequences
hereof.

           6.8   Arbitration.  Notwithstanding any provisions  of
the  Merger Agreement to the contrary, each party shall have  all
rights and remedies afforded by applicable law in the event of  a
breach by another party of a covenant, representation or warranty
set  forth  in  the  Merger Agreement, as  amended  hereby.   The
parties further confirm that disputes under the Merger Agreement,
as  amended hereby, shall be subject to arbitration in accordance
with  Section 12.13 of the Merger Agreement.  The parties further
expressly  agree  that Ameristar, ACLV and  the  Gem  Individuals
shall  have the right to specifically enforce the obligations  of
the  other parties (a) to close the Merger in accordance with the
terms  of  the  Merger  Agreement and (b)  with  respect  to  the
covenants  set  forth in Sections 2.10 and  2.12  of  the  Merger
Agreement, as amended hereby.

           6.9   Alternative Notes.  The Alternative Rebeil  Note
and  the  Alternative  Magliarditi Note  are  being  executed  by
Ameristar  and  delivered to Escrow Agent  in  order  to  provide
further  comfort  to Rebeil and Magliarditi that  Ameristar  will
perform its obligations under Sections 2.10(h) and 2.10(i) of the
Merger   Agreement,  as  amended  hereby.   Notwithstanding   the
foregoing:   (a) said notes shall be handled solely in accordance
with the terms of this Agreement and the Escrow Agreement; (b) in
no  event shall Ameristar at any time have obligations under both
the  Rebeil Note and the Alternative Rebeil Note; and (c)  in  no
event shall Ameristar at any time have obligations under both the
Magliarditi Note and the Alternative Magliarditi Note.
          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as  of
the day and year first above written.

                                   AMERISTAR:

                                   AMERISTAR CASINOS, INC.,
                                   a Nevada corporation


                                   By:  /s/ Craig H. Neilsen
Craig H. Neilsen
                                        President

      On this 2nd day of October, 1996, Craig H. Neilsen directed
Thomas M. Steinbauer, in his presence as sell as our own, to sign
the  foregoing document as "Craig H. Neilsen."  Upon viewing  the
signature as signed by Thomas M. Steinbauer, and in our presence,
Craig  H.  Neilsen declared to us that he adopted it as  his  own
signature.

                                   /s/ Peter Liguori
                                   Witness

                                   /s/ Christine L. Hinton
                                   Witness
State of Nevada                    )
                         ) ss.
County of Clark                    )

      I,  Catherine Zeljeznjak,  Notary Public in  and  for  said
county  and  state,  do  hereby certify  that  Craig  H.  Neilsen
personally appeared before me and is known or identified to me to
be the President of Ameristar Casinos, Inc., the corporation that
executed  the  within instrument or the person who  executed  the
instrument on behalf of said corporation.  Craig H. Neilsen,  who
being unable due to physical incapacity to sign his name or offer
his  mark,  did direct Thomas M. Steinbauer, in his presence,  as
well  as  my  own,  to  sign his name to the foregoing  document.
Craig  H. Neilsen, after viewing his name as signed by Thomas  M.
Steinbauer,  thereupon adopted it as his own by acknowledging  to
me his intention to so adopt as if he had personally executed the
same  in behalf of said corporation, and further acknowledged  to
me that such corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this 2nd day of October, 1996.

                                   /s/Catherine Zeljeznjak
                                   Notary Public

                                   My Commission Expires on:
6/24/99
                                   ACLV:

                                   AMERISTAR CASINO LAS VEGAS,
INC.,                                         a Nevada
corporation



By:   /s/ Craig H. Neilsen
                                        Craig H. Neilsen
                                        President


      On this 2nd day of October, 1996, Craig H. Neilsen directed
Thomas M. Steinbauer, in his presence as sell as our own, to sign
the  foregoing document as "Craig H. Neilsen."  Upon viewing  the
signature as signed by Thomas M. Steinbauer, and in our presence,
Craig  H.  Neilsen declared to us that he adopted it as  his  own
signature.


                                   /s/ Peter Liguori
                                   Witness


                                   /s/ Christine L. Hinton
                                   Witness
State of Nevada                    )
                         ) ss.
County of Clark                    )

      I,  Catherine Zeljeznjak,  Notary Public in  and  for  said
county  and  state,  do  hereby certify  that  Craig  H.  Neilsen
personally appeared before me and is known or identified to me to
be the President of Ameristar Casinos, Inc., the corporation that
executed  the  within instrument or the person who  executed  the
instrument on behalf of said corporation.  Craig H. Neilsen,  who
being unable due to physical incapacity to sign his name or offer
his  mark,  did direct Thomas M. Steinbauer, in his presence,  as
well  as  my  own,  to  sign his name to the foregoing  document.
Craig  H. Neilsen, after viewing his name as signed by Thomas  M.
Steinbauer,  thereupon adopted it as his own by acknowledging  to
me his intention to so adopt as if he had personally executed the
same  in behalf of said corporation, and further acknowledged  to
me that such corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this 2nd day of October, 1996.

                                   Catherine Zeljeznjak
                                   Notary Public


                                   My Commission Expires on:
6/24/99
                                   GEM:

                                   GEM GAMING, INC.,
                                   a Nevada corporation


                                   By:   /s/Steven W. Rebeil
                                   Name:  Steven W. Rebeil
                                   Its:   Chairman


                                   By:    /s/Dominic J. Magliarditi
                                   Name:   Dominic J. Magliarditi
                                   Its: Vice President/General Counsel

                                
                                   REBEIL:
                                   STEVEN W. REBEIL,
                                   an individual


                                   /s/Steven W. Rebeil

                                   STEVEN W. REBEIL, in his
                                   capacity as Trustee of the
                                   Karizma Trust created under
                                   that certain Trust Agreement dated July 2,
                                   1991, as amended


                                   /s/Steven W. Rebeil


                                   MAGLIARDITI:

                                   DOMINIC J. MAGLIARDITI,
                                   an individual


                                   /s/ Dominic J. Magliarditi


             Consent of Spouse of Steven W. Rebeil

      The  undersigned  hereby confirms (i) that  she  has  read,
approved of and agreed with the terms of this Amendment  and  all
transactions contemplated thereby, (ii) that as the spouse of one
of the signatories thereto, her property (including her interests
in any community property) may be held liable for the obligations
of her spouse under this Amendment and all transactions and other
agreements contemplated hereby, (iii) that she will be  bound  by
this Amendment and all other agreements contemplated hereby as if
she   were   a   party   thereto,  and   that   any   agreements,
acknowledgments, representations or warranties made by her spouse
under  this Amendment or any other agreements contemplated hereby
shall  apply  equally  to  the undersigned  as  if  made  by  the
undersigned, (iv) that she approves all actions taken to date  by
her  spouse  in  connection with this  Amendment  and  all  other
agreements  contemplated hereby, and that she has authorized  and
empowered her spouse to take any and all further actions which he
deems   necessary  or  appropriate  in  order   to   effect   the
transactions  contemplated thereby, and (v)  that  Ameristar  may
rely  upon the confirmations set forth in this Consent of  Spouse
in entering into and proceeding with this Amendment.


Date:  October 3, 1996                    /s/Jilly Rebeil


           Consent of Spouse of Dominic J. Magliarditi

      The  undersigned  hereby confirms (i) that  she  has  read,
approved of and agreed with the terms of this Amendment  and  all
transactions contemplated hereby, (ii) that as the spouse of  one
of the signatories thereto, her property (including her interests
in any community property) may be held liable for the obligations
of her spouse under this Amendment and all transactions and other
agreements contemplated hereby, (iii) that she will be  bound  by
this Amendment and all other agreements contemplated hereby as if
she   were   a   party   thereto,  and   that   any   agreements,
acknowledgments, representations or warranties made by her spouse
under  this Amendment or any other agreements contemplated hereby
shall  apply  equally  to  the undersigned  as  if  made  by  the
undersigned, (iv) that she approves all actions taken to date  by
her spouse in connection with this Amendment and all transactions
and  other  agreements contemplated thereby,  and  that  she  has
authorized  and empowered her spouse to take any and all  further
actions  which  he  deems necessary or appropriate  in  order  to
effect  the  transactions  contemplated  thereby,  and  (v)  that
Ameristar  may  rely upon the confirmations  set  forth  in  this
Consent  of  Spouse  in  entering into and proceeding  with  this
Amendment.


Date:  October 1, 1996               /s/Francine R. Magliarditi


                            Exhibit A
                                
            Form of Gem's Project Status Certificate
                                
                            Exhibit B
                                
                    Space Available to Rebeil
                                
                                
EXHIBITS TO SECOND AMENDMENT TO MERGER AGREEMENT

EXHIBIT A      Form of Gem's Project Status Certificate

EXHIBIT B      SPACE AVAILABLE TO REBEIL


                                
                          See attached.


     GEM INDIVIDUALS' NOTES ESCROW AGREEMENT AND ESCROW
                        INSTRUCTIONS
                              
                              
          This GEM INDIVIDUALS' NOTES ESCROW AGREEMENT AND
ESCROW INSTRUCTIONS (this "Agreement") is made as of
September 27, 1996, by  and  between  AMERISTAR CASINOS,
INC., a  Nevada  corporation ("Ameristar"),  STEVEN  W.
REBEIL,  an  individual  and  in  his capacity  as  Trustee
of the Karizma Trust  created  under  that certain     Trust
Agreement,  dated  July  2,  1991,  as   amended
("Rebeil"),   and   DOMINIC   J.   MAGLIARDITI,   an
individual
("Magliarditi").

                          RECITALS
                              
            A.  Ameristar, Gem Gaming, Inc., a Nevada
corporation ("Gem"),  Ameristar Casino Las, Vegas, Inc., a
Nevada corporation ("ACLV"),  Rebeil and Magliarditi have
entered into that  certain Merger  Agreement dated as of May
31, 1996, as  amended  by  that certain  First Amendment to
Merger Agreement dated July 2,  1996, as  further
amended by that certain Second Amendment  to  Merger
Agreement   dated   as  of  September  27,  1996   (the
"Merger
Agreement"), whereby Gem has agreed to merge into and  with
ACLV on  the terms and conditions and for the consideration
set  forth therein.

          B.   The Merger Agreement contemplates that the
parties
will  enter  into  this Agreement to provide for the
irrevocable
procedures  and  mechanics by which the  Gem  Individuals'
Notes
specified  in  the  Merger  Agreement  will  be  held   and,
if applicable, completed and delivered to Rebeil and
Magliarditi.

            C.     All  capitalized  terms  used  herein
without definition shall have the meaning assigned thereto
in the  Merger Agreement.

                          AGREEMENT
                              
           NOW,  THEREFORE,  in consideration  of  the
foregoing premises  and the covenants set forth herein and
in the Agreement and  other good and valuable consideration,
the parties agree  as follows:

           ARTICLE 1 - Deliveries to Escrow Agent
                              
           1.1   At the Closing, Ameristar shall deliver to
First Security  Bank  of  Nevada (Attn:  David  Smith,
President),  as escrow agent (the "Escrow Agent"), each of
the following:

               (a)  a promissory note in the form attached
hereto as  Schedule 1, which shall continue to have blanks
for the "date of this note" and the "principal amount" (the
"Rebeil Note");

               (b)  a promissory note in the form attached
hereto as Schedule 2, which  shall have the "principal
amount" filled in with   an  amount  equal  to  the  product
of  7,270,408  shares multiplied by the Average 10-Day
Closing Price as of the  Closing Date but which shall
continue to have a blank for the "Settlement Date" (the
"Alternative Rebeil Note");

               (c)  a promissory note in the form attached
hereto as Schedule 3, which shall continue to have a blank
for the "date of  this  note"  and  the  "principal amount"
(the  "Magliarditi
Note"); and
               (d)  a promissory note in the form attached
hereto as  Schedule 4, which shall have the "principal
amount" filled in with  an amount equal to the product of
229,592 shares multiplied by  the  Average 10-Day Closing
Price as of the Closing Date  but which   shall continue to
have a blank for the "Settlement Date") (the "Alternative
Magliarditi Note").
Escrow Agent shall handle the Rebeil Note, the Alternative
Rebeil Note,  the Magliarditi Note and the Alternative
Magliarditi  Note strictly  and  exclusively  in  accordance
with  the  terms  and provisions  of this Agreement at all
times.  Escrow  Agent  shall not  ever  act  in any way or
manner contrary to  this  Agreement unless instructed to do
so in a writing duly signed by Ameristar, Rebeil and
Magliarditi.

 ARTICLE 2 - Disposition of Rebeil Note and Magliarditi Note
           2.1   Cancellation of Rebeil Note and Magliarditi
Note Following Sale of All Post-Merger Offering Stock.  Upon
receiving a     Note  Cancellation Notice in the form of
Schedule  5  attached
hereto,  duly  executed  by an officer of Ameristar,  Rebeil
and Magliarditi,  Escrow Agent shall mark the Magliarditi
Note,  the Alternative Magliarditi Note, the Rebeil Note and
the Alternative Rebeil  Note  "CANCELLED"  and  deliver  all
such  documents  to Ameristar as specified in the Note
Cancellation Notice.

           2.2   Completion  and  Delivery  of  Rebeil  Note
and Magliarditi  Note  Following Sale of Less  than  all
Post-Merger Offering Stock.

                 (a)   Rebeil.   Upon  receiving  a  Rebeil
Note Completion Notice in the form of Schedule 6 attached
hereto, duly executed  by  an officer of Ameristar and
Rebeil (or executed  by Rebeil  alone, if Rebeil and Escrow
Agent have not received  from Ameristar its proposed notice
in the form of Schedule 6  attached hereto  within  three
(3) Business Days following the  Settlement Date  that  the
Escrow Agent is advised of by the  Underwriter), Escrow
Agent  shall (i) complete the "Principal Amount"  of  the
Rebeil  Note so that such amount equals the amount set
forth  as the "PRINCIPAL AMOUNT OF REBEIL NOTE" set forth in
paragraph 4 of the  Rebeil Note Completion Notice, (ii) date
the Rebeil Note  as of  the  Settlement Date identified in
the Rebeil Note Completion Notice,  (iii) deliver the Rebeil
Note to Rebeil as specified  in the  Rebeil  Note Completion
Notice and (iv) mark the Alternative Rebeil Note as
"CANCELLED" and return the Alternative Rebeil Note to
Ameristar.
               (b)  Magliarditi.  Upon receiving a
Magliarditi Note Completion Notice in the form of Schedule 7
attached hereto, duly executed by an officer of Ameristar
and Magliarditi (or executed by Magliarditi alone, if
Magliarditi and Escrow Agent have not received from
Ameristar its proposed notice in the form of Schedule 7
attached hereto within three (3) Business Days following the
Settlement Date that the Escrow Agent is advised of by the
Underwriter), Escrow Agent shall (i) complete the "Principal
Amount" of the Magliarditi Note so that such amount equals
the amount set forth as the "PRINCIPAL AMOUNT OF MAGLIARDITI
NOTE" set forth in paragraph 4 of the Magliarditi Note
Completion Notice, (ii) date the Magliarditi Note as of the
Settlement Date identified in the Magliarditi Note
Completion Notice, (iii) deliver the Magliarditi Note to
Magliarditi as specified in the Magliarditi Note Completion
Notice and (iv) mark the Alternative Magliarditi Note as
"CANCELLED" and return the Alternative Magliarditi Note to
Ameristar.

           2.3   Completion  and  Delivery  of  Rebeil  Note
and Magliarditi Note Following Going Private Event.  Upon
receiving a Going  Private Notice in the form of Schedule 8
attached  hereto, duly executed by an officer of Ameristar,
Rebeil and Magliarditi, the Escrow Agent shall (i) complete
the "Principal Amount" of the Rebeil  Note  so that such
amount equals Sixty One  Million  Five Hundred  Thirty  One
Thousand Five Hundred Dollars ($61,531,500), (ii)  complete
the "Principal Amount" of the Magliarditi Note  so that
such  amount equals the amount of One Million Nine  Hundred
Sixty   Eight   Thousand   Five  Hundred  Dollars
($1,968,500), (iii)  date the Rebeil Note and the
Magliarditi Note  as  of  the date  identified  on the Going
Private Notice as  the  Settlement Date,  (iv) complete the
"maturity date" of the Rebeil  Note  and the  Magliarditi
Note to be the date that is six (6) months after the
Settlement Date, (v) deliver the Rebeil Note to  Rebeil  and
the  Magliarditi Note to Magliarditi as specified  in  the
Going Private Notice, and (vi) mark the Alternative Rebeil
Note and the Alternative Magliarditi Note as "CANCELLED" and
return such notes to Ameristar.
           2.4   Escrow  Termination.  In the event  that
Escrow Agent  has  not  received  a  Rebeil Note  Completion
Notice,  a Magliarditi Note Completion Notice, a Going
Private Notice  or  a Note  Cancellation Notice within
twelve (12) months of  the  date hereof,  then  Escrow Agent
shall deliver the  Rebeil  Note,  the Alternative Rebeil
Note, the Magliarditi Note and the Alternative Magliarditi
Note  to  Ameristar and shall terminate  the  escrow
established by this Agreement.

                 ARTICLE 3 - Fees and Costs
           3.1  Ameristar shall pay Escrow Agent's escrow
fee  or escrow termination charge.

                     ARTICLE 4 - Notices
            4.1    All  notices,  requests,  demands  and
other
communications  which are required or may  be  given  under
this Agreement  shall be in writing and shall be deemed to
have  been duly   given   when     received  if  personally
delivered;   when
transmitted  if  transmitted by telecopy, electronic  or
digital transmission method; the day after it is sent, if
sent  for  next day  delivery  to  a  domestic address  by
recognized  overnight delivery  service (e.g., Federal
Express); and upon  receipt,  if sent  by  certified or
registered mail, return receipt requested. In each case
notice shall be sent to:

          If to Escrow Agent:

          First Security Bank of Nevada
          Attn:  David Smith



          If to Rebeil:

          Steven W. Rebeil
          93 Spanish Gate Drive
          Las Vegas, Nevada  89113



          If to Magliarditi:

          Dominic J. Magliarditi
          735 Helmhill Avenue
          Las Vegas, Nevada  89123
          If to Ameristar:

          Ameristar Casinos, Inc.
          777 West Lake Mead Drive
          P.O. Box 92200
          Las Vegas, Nevada  89009
                    Attention:  Brian E. Katz,
Esq.

               With a copy to:

                    Latham & Watkins
                    701 B Street, Suite 2100
                  San Diego, California 92101
                    Attention:  Bruce P. Shepherd, Esq.
     ARTICLE 5 - Extent of Escrow Agent's Responsibilities
                               
           5.1   Escrow Agent shall not be liable for any of
its
acts or omissions unless the same shall constitute negligence
or willful misconduct.

           5.2   Escrow Agent shall have no obligation to
inform
any  party  of  any other transaction or of facts  within
Escrow Agent's  knowledge, provided such matters do not
prevent  Escrow Agent's compliance with this Agreement.

           5.3  Escrow Agent shall not be responsible for (i)
the
sufficiency  or  correctness as to form or the  validity  of
any document  deposited  with  Escrow  Agent,  (ii)  the
manner of execution  of any such deposited document, unless such
execution occurs  in Escrow Agent's premises and under its
supervision,  or (iii)  the  identity, authority or rights of
any person executing any document deposited with Escrow Agent.

           5.4   If  Escrow  Agent receives or becomes  aware
of conflicting  demands or claims with respect to  the  escrow,
the rights  of  any party hereto, or funds, documents or other
items deposited with Escrow Agent, Escrow Agent shall have the
right to discontinue  any further acts until such conflict is
resolved  to its satisfaction, and it shall have the further
right to commence or defend any action for the determination of
such conflict.  The parties shall, immediately after demand
therefor by Escrow Agent, reimburse Escrow Agent (in such
respective proportions as  Escrow Agent  shall determine) any
reasonable attorneys' fees and  court costs   incurred  by
Escrow  Agent  pursuant  to  this  Section. Notwithstanding any
provisions of this Agreement to the contrary, Escrow
Agent shall at all
times be obligated to perform in accordance with Article 2
hereof unless   instructed  otherwise  in  a  writing  duly
signed by Ameristar, Rebeil and Magliarditi.

           5.5   In  the event that pursuant to Article 2
hereof Escrow  Agent  receives  multiple  notices  duly  signed  by
the appropriate parties thereto, and such notices call for the
Escrow Agent  to take inconsistent actions, Escrow Agent shall
have  the right to rely upon, and implement the actions called
for by,  the first  such notice so received by Escrow Agent,
and to  disregard the subsequent notices.

                ARTICLE 6 - General Provisions
                               
           6.1   Captions  in  this Agreement  are  inserted
for convenience  of  reference only and do not  define,  describe
or limit  the  scope or the intent of this Agreement or any  of
the terms hereof.
           6.2   All  exhibits  referred to herein  and
attached hereto are incorporated herein by reference.

           6.3  No modification, waiver, amendment, discharge
or change  of  this Agreement shall be valid unless the same  is
in writing  and signed by the party against whom the
enforcement  of such  modification, waiver, amendment,
discharge or change is  or may be sought.

           6.4   In the event that any party commences
litigation for   the   judicial  interpretation,  enforcement,
termination, cancellation or rescission hereof, or for damages for the
breach hereof,  the  prevailing party or parties shall  be
entitled  to reasonable attorneys' fees and court and other
costs incurred.

           6.5  This Agreement shall be construed and enforced
in accordance with the laws of the State of Nevada.

        6.6  Time is of the essence to this Agreement.
                               
           6.7   In the event that any term, covenant,
condition, provision  or agreement herein contained is held to  be
invalid, void  or  otherwise  unenforceable  by  any  court  of
competent jurisdiction,  the  fact  that such  term,  covenant,
condition, provision   or   agreement   is  invalid,   void
or   otherwise unenforceable   shall   in  no  way  affect
the validity or enforceability of any other term, covenant, condition,
provision or agreement herein contained.

          6.8  All terms of this Agreement shall be binding
upon, inure to the benefit of and be enforceable by, the
parties hereto and their  respective  legal
representatives,  successors  and
assigns. Neither party may assign its rights under this
Agreement without  the written consent of the other party to
this Agreement except in connection with an assignment
permitted by Section  12.2 of the Merger Agreement.

          6.9  This Agreement may be executed in one or more
counterparts, and by different parties hereto in separate
counterparts, each of which when executed shall be deemed to be
an original, including counterparts transmitted by facsimile,
but all of which taken together shall constitute one and the
same agreement.
          IN WITNESS WHEREOF, this Agreement has been executed
by the parties, as of the date first set forth above.

                              AMERISTAR:
                              AMERISTAR CASINOS, INC.,
                              a Nevada corporation


                              By:/s/ Craig H. Neilsen
                                   Name: Craig H. Neilsen
                                   Its: President


      On this 2nd day of October, 1996, Craig H. Neilsen
directed Thomas M. Steinbauer, in his presence as well as our
own, to sign the  foregoing document as "Craig H. Neilsen."
Upon viewing  the signature as signed by Thomas M. Steinbauer,
and in our presence, Craig  H.  Neilsen declared to us that he
adopted it as  his  own signature.

                              /s/ Peter Liguori
                            Witness
                               
                              /s/ Christine L. Hinton
                            Witness
                               
State of Nevada                    )
                         ) ss.
County of Clark               )

      I,  Catherine Zeljeznjak,  Notary Public in  and  for
said county  and  state,  do  hereby certify  that  Craig  H.
Neilsen personally appeared before me and is known or
identified to me to be the President of Ameristar Casinos,
Inc., the corporation that executed  the  within instrument or
the person who  executed  the instrument on behalf of said
corporation.  Craig H. Neilsen,  who being unable due to
physical incapacity to sign his name or offer his  mark,  did
direct Thomas M. Steinbauer, in his presence,  as well  as  my
own,  to  sign his name to the foregoing  document. Craig  H.
Neilsen, after viewing his name as signed by Thomas  M.
Steinbauer,  thereupon adopted it as his own by acknowledging
to me his intention to so adopt as if he had personally
executed the same  in behalf of said corporation, and further
acknowledged  to me that such corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this 22nd day of October, 1996.

                                   /s/ Catherine Zeljeznjak
                                   Notary Public
                                   
                              My Commission Expires on: 6/24/99
                              STEVEN W. REBEIL,
                              an individual


                              /s/ Steven W. Rebeil




                              STEVEN W. REBEIL,
                              in  his capacity as Trustee of
                              the Karizma  Trust created  under
                              that certain   Trust  Agreement,
                              dated July 2, 1991, as amended
                              
                              
                              /s/ Steven W. Rebeil




                              DOMINIC J. MAGLIARDITI,
                              an individual


                                  /s/ Dominic J. Magliarditi
              CONSENT OF SPOUSE OF STEVEN W. REBEIL
              
              
      The  undersigned  hereby confirms (i) that  she  has
read, approved of and agreed with the terms of this Agreement
and  all transactions contemplated hereby, (ii) that as the
spouse of  one of  the signatories hereto, her property
(including her interests
in any community property) may be held liable for the
obligations of her spouse under this Agreement and all
transactions and other agreements contemplated hereby, (iii)
that she will be  bound  by this Agreement and all other
agreements contemplated hereby as if she        were
a   party   thereto,  and   that                any
agreements,
acknowledgments, representations or warranties made by her
spouse under  this Agreement or any other agreements
contemplated hereby shall  apply  equally  to  the undersigned
as  if  made  by  the undersigned, (iv) that she approves all
actions taken to date  by her spouse in connection with this
Agreement and all transactions and  other
agreements  contemplated hereby,  and  that  she  has
authorized  and empowered her spouse to take any and all
further
actions  which  he  deems necessary or appropriate  in  order
to effect  the                transactions  contemplated
thereby,  and  (v)  that
Ameristar  may  rely upon the confirmations  set  forth  in
this Consent  of              Spouse  in  entering into and
proceeding  with  this
Agreement.


Date: October 3, 1996                        /s/ Jilly Rebeil


          CONSENT OF SPOUSE OF DOMINIC J. MAGLIARDITI
                               
                               
      The  undersigned  hereby confirms (i) that  she  has
read, approved of and agreed with the terms of this Agreement
and  all transactions contemplated hereby, (ii) that as the
spouse of  one of  the signatories hereto, her property
(including her interests in any community property) may be held
liable for the obligations of her spouse under this Agreement
and all transactions and other agreements contemplated hereby,
(iii) that she will be  bound  by this Agreement and all other
agreements contemplated hereby as if she        were
a   party   thereto,  and   that                any
agreements,
acknowledgments, representations or warranties made by her
spouse under  this Agreement or any other agreements
contemplated hereby shall  apply  equally  to  the undersigned
as  if  made  by  the undersigned, (iv) that she approves all
actions taken to date  by her spouse in connection with this
Agreement and all transactions and  other
agreements  contemplated hereby,  and  that  she  has
authorized  and empowered her spouse to take any and all
further
actions  which  he  deems necessary or appropriate  in  order
to effect  the                transactions  contemplated
thereby,  and  (v)  that
Ameristar  may  rely upon the confirmations  set  forth  in
this Consent  of              Spouse  in  entering into and
proceeding  with  this
Agreement.


Date:    October   1,   1996            /s/Francine R. Magliarditi

                    CONSENT OF ESCROW AGENT
                               
                               
            The   undersigned  Escrow  Agent  hereby  agrees
to
(i)  accept  the foregoing Agreement, (ii) be escrow agent
under
said Agreement as specified, and (iii) be bound by said
Agreement in  the  performance  of  its duties as escrow
agent;  provided, however,                      that  the
undersigned  shall  have  no   obligations,
liability   or   responsibility  under  (A)  this  Agreement
or
otherwise, unless and until said Agreement, fully signed  by
the parties,  has  been  delivered to the  undersigned,  or
(B)  any amendment  to said Agreement unless and until the same
shall  be accepted by the undersigned in writing.

          Dated:  October 3, 1996

                              ESCROW AGENT:

                              By:  /s/ Mark Dreschler
                              Name:   Mark Dreschler
                              Title:   President
                              
                           Schedule 1
                      Form of Rebeil Note


Principal                 Amount:
$______________
Date of this Note:  __________________


            1.     Promise   to  Pay.   For  good  and
valuable consideration,  AMERISTAR  CASINOS, INC.,  a  Nevada
corporation ("Ameristar"),  promises to pay to STEVEN W.
REBEIL,  trustee  of the  Karizma  Trust  ("Payee"),
$______________  (the  "Principal Amount")  with  interest at
the rate of eight  percent  (8%)  per annum  (the "Interest
Rate") from the Date of this Note set forth above (the
"Settlement Date"), until paid, in accordance with the terms
contained herein.  Interest shall be computed on the basis of
a 360-day year and the actual number of days elapsed.  Should
any  interest  not  be paid when due, it shall thereafter
accrue interest as principal.

           2.    Payment  Schedule.  Accrued  interest  shall
be payable  in arrears on the first day of each month following
the Settlement  Date.   Ameristar shall pay  the  entire
balance  of principal  and any accrued but unpaid interest on
or  before  the date  that  is  three  (3) years after the
Settlement  Date  (the "Maturity Date").  All payments shall be
applied first to accrued interest  and then to the principal
balance.  All payments  shall be  made at 93 Spanish Gate
Drive, Las Vegas, Nevada 89113, or at such  other place as
Payee may from time to time designate.       All
payments shall be made in lawful money of the United States.
The indebtedness under this Note may be prepaid in whole or  in
part at any time, without penalty or prepayment premium.

           3.    Miscellaneous Provisions.  If Payee refers
this Note  to an attorney to enforce, construe or defend any
provision hereof,  with  or  without the filing  of  any  legal
action  or proceeding, Ameristar shall pay to Payee upon demand
the  amount of  all  attorneys'  fees, costs and other expenses
incurred  by Payee  in  connection therewith, together with
interest  thereon from  the  date of demand at the rate
applicable to the principal balance  of this Note.  No
provision of this Note may be amended, modified, supplemented,
changed, waived, discharged or terminated unless  Payee
consents thereto in writing.  In case  any  one  or more  of
the provisions contained in this Note should be held  to be
invalid,  illegal  or  unenforceable  in  any  respect,  the
validity, legality and enforceability of the remaining
provisions contained  herein  shall not in any way be affected
or  impaired thereby.  Time is of the essence of this Note and
the performance of  each of the covenants and agreements
contained herein.   This Note  shall be governed by and
construed in accordance  with  the laws of the State of Nevada.

          IN WITNESS WHEREOF, Ameristar has executed this Note
as of the Date of this Note.

                                              AMERISTAR
CASINOS, INC.,
                                             a Nevada
corporation



                                               Name:   Craig
H.
Neilsen
                                             Title: President


On  this  _____  day of _____________________, 19____,  Craig

H. Neilsen directed ________________________________________,

in his presence  as  well as our own, to sign the foregoing

document  as "Craig  H.  Neilsen."  Upon viewing the signature

as  signed  by ______________________________________,  and  in

our   presence, Craig  H.  Neilsen declared to us that he

adopted it as  his  own signature.



                                             Witness



                                             Witness




State of Nevada     )
          ) ss.
County of Clark     )

      I, _________________________________,  Notary Public in
and for  said  county  and  state, do hereby certify  that
Craig  H. Neilsen  personally appeared before me and is known
or identified to                    me     to    be    the
_________________________  of
_________________________,  the  corporation  that  executed
the within  instrument or the person who executed the
instrument  on behalf  of said corporation.  Craig H. Neilsen,
who being  unable due  to  physical incapacity to sign his name
or offer his  mark, did            direct
______________________________________,   in   his
presence,  as  well as my own, to sign his name to the
foregoing document.  Craig H. Neilsen, after viewing his name
as signed  by ___________________________________________,
thereupon adopted it as his own by acknowledging to me his
intention to so adopt as if he     had   personally  executed
the  same  in  behalf  of   said
corporation, and further acknowledged to me that such
corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this _____ day of ______________________, 19____.



                                   Notary Public


                                     My  Commission  Expires
                           on: Schedule 2
                           
               Form  of Rebeil Alternative Note
                               
                               
Principal                 Amount:
$______________
Date of this Note:   October 3, 1996


            1.     Promise   to  Pay.   For  good  and
valuable consideration,  AMERISTAR  CASINOS, INC.,  a  Nevada
corporation ("Ameristar"),  promises to pay to STEVEN W.
REBEIL,  trustee  of the  Karizma  Trust  ("Payee"),
$______________  (the  "Principal
Amount")  with  interest at the rate of eight  percent  (8%)
per
annum  (the  "Interest  Rate")  from  ____________________
(the "Settlement  Date"),  until paid, in accordance  with  the
terms contained herein.  Interest shall be computed on the
basis  of  a 360-day  year and the actual number of days
elapsed.  Should  any interest  not  be  paid  when  due, it
shall                                        thereafter  accrue
interest as principal.

           2.    Payment  Schedule.  Accrued  interest  shall
be payable  in arrears on the first day of each month following
the Settlement  Date.   Ameristar shall pay  the  entire
balance  of principal  and any accrued but unpaid interest on
or  before  the date  that  is  three  (3) years after the
Settlement  Date  (the "Maturity Date").  All payments shall be
applied first to accrued interest  and then to the principal
balance.  All payments  shall be  made at 93 Spanish Gate
Drive, Las Vegas, Nevada 89113, or at such  other place as
Payee may from time to time designate.       All
payments shall be made in lawful money of the United States.
The indebtedness under this Note may be prepaid in whole or  in
part at any time, without penalty or prepayment premium.

           3.    Miscellaneous Provisions.  If Payee refers
this Note  to an attorney to enforce, construe or defend any
provision hereof,  with  or  without the filing  of  any  legal
action  or proceeding, Ameristar shall pay to Payee upon demand
the  amount of  all  attorneys'  fees, costs and other expenses
incurred  by Payee  in  connection therewith, together with
interest  thereon from  the  date of demand at the rate
applicable to the principal balance  of this Note.  No
provision of this Note may be amended, modified, supplemented,
changed, waived, discharged or terminated unless  Payee
consents thereto in writing.  In case  any  one  or more  of
the provisions contained in this Note should be held  to be
invalid,  illegal  or  unenforceable  in      any  respect,
the
validity, legality and enforceability of the remaining
provisions contained  herein  shall not in any way be affected
or  impaired thereby.  Time is of the essence of this Note and
the performance of  each of the covenants and agreements
contained herein.   This Note  shall be governed by and
construed in accordance  with  the laws of the State of Nevada.

          IN WITNESS WHEREOF, Ameristar has executed this Note
as of the Date of this Note.

                                              AMERISTAR CASINOS, INC.,
                                             a Nevada corporation



                                               Name:   Craig H. Neilsen
                                             Title: President


On  this  _____  day of _____________________, 19____,  Craig
H. Neilsen directed ________________________________________,
in his presence  as  well as our own, to sign the foregoing
document  as "Craig  H.  Neilsen."  Upon viewing the signature
as  signed  by ______________________________________,  and  in
our   presence, Craig  H.  Neilsen declared to us that he
adopted it as  his  own signature.



                                             Witness


                                             Witness
State of Nevada     )
          ) ss.
County of Clark     )

      I, _________________________________,  Notary Public in
and for  said  county  and  state, do hereby certify  that
Craig  H. Neilsen  personally appeared before me and is known
or identified to            me     to         be    the
_________________________  of
_________________________,  the  corporation  that  executed
the within  instrument or the person who executed the
instrument  on behalf  of said corporation.  Craig H. Neilsen,
who being  unable due  to  physical incapacity to sign his name
or offer his  mark, did            direct
______________________________________,   in   his
presence,  as  well as my own, to sign his name to the
foregoing document.  Craig H. Neilsen, after viewing his name
as signed  by ___________________________________________,
thereupon adopted it as his own by acknowledging to me his
intention to so adopt as if he     had   personally  executed
the  same  in  behalf  of   said
corporation, and further acknowledged to me that such
corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and

official seal this _____ day of ______________________, 19____.



                                   Notary Public



                                     My  Commission  Expires

                           on: Schedule 3

                   Form  of Magliarditi Note
                               
                               
                               
                               
Principal                 Amount:
$______________
Date of this Note:    _______________________


            1.     Promise   to  Pay.   For  good  and
valuable
consideration,  AMERISTAR  CASINOS, INC.,  a  Nevada
corporation ("Ameristar"),   promises  to  pay  to  DOMINIC  J.
MAGLIARDITI ("Payee"), $______________ (the "Principal Amount")
with interest at the rate of eight percent (8%) per annum (the
"Interest Rate") from  the  Date  of  this Note set forth above
(the  "Settlement Date"),  until  paid,  in  accordance with
the  terms  contained herein.      Interest shall be computed
on the basis  of  a  360-day
year  and the actual number of days elapsed.  Should any
interest not  be  paid  when due, it shall thereafter accrue
interest  as principal.

           2.    Payment  Schedule.  Accrued  interest  shall
be payable  in arrears on the first day of each month following
the Settlement  Date.   Ameristar shall pay  the  entire
balance  of principal  and any accrued but unpaid interest on
or  before  the date  that  is  three  (3) years after the
Settlement  Date  (the "Maturity Date").  All payments shall be
applied first to accrued interest  and then to the principal
balance.  All payments  shall be  made  at 724 Helmhill Drive,
Las Vegas, Nevada 89123,  or  at such  other place as Payee may
from time to time designate.   All
payments shall be made in lawful money of the United States.
The indebtedness under this Note may be prepaid in whole or  in
part at any time, without penalty or prepayment premium.
           3.    Miscellaneous Provisions.  If Payee refers
this Note  to an attorney to enforce, construe or defend any
provision hereof,  with  or  without the filing  of  any  legal
action  or proceeding, Ameristar shall pay to Payee upon demand
the  amount of  all  attorneys'  fees, costs and other expenses
incurred  by Payee  in  connection therewith, together with
interest  thereon from  the  date of demand at the rate
applicable to the principal balance  of this Note.  No
provision of this Note may be amended, modified, supplemented,
changed, waived, discharged or terminated unless  Payee
consents thereto in writing.  In case  any  one  or more  of
the provisions contained in this Note should be held  to be
invalid,  illegal  or  unenforceable  in      any  respect,
the
validity, legality and enforceability of the remaining
provisions contained  herein  shall not in any way be affected
or  impaired thereby.  Time is of the essence of this Note and
the performance of  each of the covenants and agreements
contained herein.   This Note  shall be governed by and
construed in accordance  with  the laws of the State of Nevada.

          IN WITNESS WHEREOF, Ameristar has executed this Note
as of the Date of this Note.

                                              AMERISTAR CASINOS, INC.,
                                             a Nevada corporation



                                               Name:   Craig H. Neilsen
                                             Title: President


On  this  _____  day of _____________________, 19____,  Craig

H. Neilsen directed ________________________________________,

in his presence  as  well as our own, to sign the foregoing

document  as "Craig  H.  Neilsen."  Upon viewing the signature

as  signed  by ______________________________________,  and  in

our   presence, Craig  H.  Neilsen declared to us that he

adopted it as  his  own signature.



                                             Witness



                                             Witness

State of Nevada     )
          ) ss.
County of Clark     )

      I, _________________________________,  Notary Public in
and for  said  county  and  state, do hereby certify  that
Craig  H. Neilsen  personally appeared before me and is known
or identified to                              me     to    be
the    _________________________             of
_________________________,  the  corporation  that  executed
the within  instrument or the person who executed the
instrument  on behalf  of said corporation.  Craig H. Neilsen,
who being  unable due  to  physical incapacity to sign his name
or offer his  mark, did                      direct
______________________________________,   in   his
presence,  as  well as my own, to sign his name to the
foregoing document.  Craig H. Neilsen, after viewing his name
as signed  by ___________________________________________,
thereupon adopted it as his own by acknowledging to me his
intention to so adopt as if he     had
personally  executed  the  same  in  behalf  of   said
corporation, and further acknowledged to me that such
corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and

official seal this _____ day of ______________________, 19____.



                                   Notary Public

                                   My Commission Expires on:

                           Schedule 4

             Form of Alternative Magliarditi Note
                               
                               
                               
                               
Principal                 Amount:
$______________
Date of this Note:    October 3, 1996


            1.     Promise   to  Pay.   For  good  and
valuable consideration,  AMERISTAR  CASINOS, INC.,  a  Nevada
corporation ("Ameristar"),   promises  to  pay  to  DOMINIC  J.
MAGLIARDITI ("Payee"), $______________ (the "Principal Amount")
with interest at the rate of eight percent (8%) per annum (the
"Interest Rate") from _______________________ (the "Settlement
Date"), until paid, in accordance with the terms contained
herein.  Interest shall be computed on the basis of a 360-day
year and the actual number  of days elapsed.  Should any
interest not be paid when due, it shall thereafter accrue
interest as principal.

           2.    Payment  Schedule.  Accrued  interest  shall
be payable  in arrears on the first day of each month following
the Settlement  Date.   Ameristar shall pay  the  entire
balance  of principal  and any accrued but unpaid interest on
or  before  the date  that  is  three  (3) years after the
Settlement  Date  (the "Maturity Date").  All payments shall be
applied first to accrued interest  and then to the principal
balance.  All payments  shall be  made  at 735 Helmhill Drive,
Las Vegas, Nevada 89123,  or  at such  other place as Payee may
from time to time designate.   All payments shall be made in
lawful money of the United States.  The indebtedness under this
Note may be prepaid in whole or  in  part at any time, without
penalty or prepayment premium.

           3.    Miscellaneous Provisions.  If Payee refers
this Note  to an attorney to enforce, construe or defend any
provision hereof,  with  or  without the filing  of  any  legal
action  or proceeding, Ameristar shall pay to Payee upon demand
the  amount of  all  attorneys'  fees, costs and other expenses
incurred  by Payee  in  connection therewith, together with
interest  thereon from  the  date of demand at the rate
applicable to the principal balance  of this Note.  No
provision of this Note may be amended, modified, supplemented,
changed, waived, discharged or terminated unless  Payee
consents thereto in writing.  In case  any  one  or more  of
the provisions contained in this Note should be held  to be
invalid,  illegal  or  unenforceable  in  any  respect,  the
validity, legality and enforceability of the remaining
provisions contained  herein  shall not in any way be affected
or  impaired
thereby.  Time is of the essence of this Note and the
performance of  each of the covenants and agreements contained
herein.   This Note  shall be governed by and construed in
accordance  with  the laws of the State of Nevada.
          IN WITNESS WHEREOF, Ameristar has executed this Note
as of the Date of this Note.
                                              AMERISTAR
CASINOS, INC.,
                                             a Nevada
corporation



                                               Name:   Craig
H.
Neilsen
                                             Title: President


On  this  _____  day of _____________________, 19____,  Craig
H. Neilsen directed ________________________________________,
in his presence  as  well as our own, to sign the foregoing
document  as "Craig  H.  Neilsen."  Upon viewing the signature
as  signed  by ______________________________________,  and  in
our  presence,
Craig  H.  Neilsen declared to us that he adopted it as  his

own signature.



                                             Witness



                                             Witness

State of Nevada     )
          ) ss.
County of Clark     )

      I, _________________________________,  Notary Public in
and for  said  county  and  state, do hereby certify  that
Craig  H. Neilsen  personally appeared before me and is known
or identified to                              me     to    be
the    _________________________   of
_________________________,  the  corporation  that  executed
the within  instrument or the person who executed the
instrument  on behalf  of said corporation.  Craig H. Neilsen,
who being  unable due  to  physical incapacity to sign his name
or offer his  mark, did                      direct
______________________________________,   in   his
presence,  as  well as my own, to sign his name to the
foregoing document.  Craig H. Neilsen, after viewing his name
as signed  by ___________________________________________,
thereupon adopted it as his own by acknowledging to me his
intention to so adopt as if he     had   personally  executed
the  same  in  behalf  of   said
corporation, and further acknowledged to me that such
corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and

official seal this _____ day of ______________________, 19____.



                                   Notary Public



                                   My Commission Expires on:
                          Schedule 5
               Form of Note Cancellation Notice
           I,  _______________,  acting in  my  capacity  as
the [insert  title] of Ameristar Casinos, Inc., a Nevada
corporation ("Ameristar"),  hereby  certify  and  represent
and  warrant  as follows:
           1.    This certificate is made in connection with
that
certain  Gem  Individuals'  Notes  Escrow  Agreement  and
Escrow Instructions  (the "Escrow Agreement") dated as of
September  27, 1996,  by  and between Ameristar, Steven W.
Rebeil, an individual and in his capacity as Trustee of the
Karizma Trust created under that  certain  Trust Agreement,
dated July 2,  1991,  as  amended ("Rebeil"),   and   Dominic
J.   Magliarditi,   an   individual ("Magliarditi").
Capitalized   terms   used   herein   without definition  shall
have  the meanings set  forth  in  the  Escrow Agreement.
Although this notice references the Merger  Agreement and  may
further reference certain defined terms  used  therein, such
references are solely for the benefit of the parties to  the
Escrow  Agreement and Escrow Agent shall have no  obligations
or responsibilities with respect to the Merger Agreement.

           2.    Pursuant  to Section 2.10(g)(iv) of  the
Merger
Agreement  and Section 2.1 of the Escrow Agreement, each  of
the Rebeil  Note,  the Alternative Rebeil Note, the Magliarditi
Note and the Alternative Magliarditi Note are to be marked
"CANCELLED" and delivered by Escrow Agent to Ameristar.


     Dated:                                                By:
APPROVED AND ACKNOWLEDGED:

Steven W. Rebeil, an individual

Steven W. Rebeil, in his capacity as Trustee of
the Karizma Trust created under that certain
Trust Agreement, dated July 2, 1991, as
amended



Dominic J. Magliarditi
                          Schedule 6
                               
             Form of Rebeil Note Completion Notice
                               
           I,                          , acting in my capacity
as
the   [insert  title]  of  Ameristar  Casinos,  Inc.,  a
Nevada corporation  ("Ameristar"),  hereby  certify  and
represent  and warrant as follows:

           1.    This certificate is made in connection with
that
certain   Gem  Individual  Notes  Escrow  Agreement  and
Escrow Instructions  (the "Escrow Agreement") dated as of
September  27, 1996,  by  and between Ameristar, Steven W.
Rebeil, an individual and in his capacity as Trustee of the
Karizma Trust created under that  certain  Trust Agreement,
dated July 2,  1991,  as  amended ("Rebeil"),   and   Dominic
J.   Magliarditi,   an   individual
("Magliarditi").    Capitalized   terms   used   herein
without
definition shall have the meanings set forth in the Agreement,
or if  not defined therein, in the "Merger Agreement"
referenced  in the Escrow Agreement.  Although this notice
references the Merger Agreement  and may further reference
certain defined  terms  used therein,  such  references are
solely  for  the  benefit  of  the parties  to the Escrow
Agreement and Escrow Agent shall  have  no obligations  or
responsibilities  with  respect  to  the  Merger Agreement.

            2.     On   __________   (the   "Settlement
Date"),
____________ (______) shares of Post-Merger Offering  Stock
were sold  in connection with the "Offering," as such term is
used  in the Merger Agreement.

           3.    The  Average 10-Day Closing Price  of
Ameristar Common  Stock  as  of  the Settlement Date is
__________  Dollars ($_______).

           4.    Pursuant to Section 2.2 of the Escrow
Agreement, the  principal  amount of the Rebeil Note, as  set
forth  below, shall  be inserted therein.  In connection
therewith, the parties shall undertake the following
calculations:

            Number  of  Shares  of  Post-Merger  Offering
Stock 7,500,000

          Number of Shares of Post-Merger Offering Stock Sold
                   in    the    Offering
                   -
0

          Number of Shares of Post-Merger Offering Stock Not
Sold =         7,500,000

           Average  10-Day  Closing Price as of  Settlement
Date x

                              Subtotal            =
           Gem  Individuals'  Share  of  Completion
Differential -                     4,000,000
           Sum of the Amounts Calculated Pursuant to
               Sections 2.10(g)(i)(B)(2)
               of the Merger Agreement (which
               amount shall be zero dollars ($0)
               if the Net Proceeds of the Post-
               Merger Offering Stock are less than
               $8.00/ share multiplied by the
               number of shares of Post-Merger
               Offering
               Stock sold in the Offering)                 -

          One-Half of Offering Expenses                    -

                              Subtotal       =

            Rebeil's      Gem      Proportionate      Interest
x              .969
           PRINCIPAL AMOUNT OF REBEIL NOTE         =
           5.    Pursuant to Section 2.10(h)(ii)(A) of the
Merger Agreement, after the principal amount of the Rebeil Note
has been completed pursuant to Section 2.2 of the Escrow
Agreement and the Escrow Agent has dated the Rebeil Note as of
the Settlement Date, Escrow  Agent:  (a) is to deliver the
Rebeil Note to Rebeil;  and
(b)  is  to  mark the Alternative Rebeil Note as "CANCELLED"
and return the Alternative Rebeil Note to Ameristar.

Dated: By:
APPROVED AND ACKNOWLEDGED:


Steven W. Rebeil, an individual


Steven W. Rebeil, in his capacity as Trustee of
the Karizma Trust created under that certain
Trust Agreement, dated July 2, 1991, as
amended
                          Schedule 7
                               
          Form of Magliarditi Note Completion Notice
                               
           I,                          , acting in my capacity
as
the   [insert  title]  of  Ameristar  Casinos,  Inc.,  a
Nevada
corporation  ("Ameristar"),  hereby  certify  and  represent
and warrant as follows:

           1.    This certificate is made in connection with
that certain  Gem  Individuals'  Notes  Escrow  Agreement  and
Escrow Instructions  (the "Escrow Agreement") dated as of
September  27, 1996,  by  and between Ameristar, Steven W.
Rebeil, an individual and in his capacity as Trustee of the
Karizma Trust created under that  certain  Trust Agreement,
dated July 2,  1991,  as  amended ("Rebeil"),   and   Dominic
J.   Magliarditi,   an   individual ("Magliarditi").
Capitalized   terms   used   herein   without
definition  shall  have  the meanings set  forth  in  the
Escrow
Agreement,  or if not defined therein, in the "Merger
Agreement"
referenced  in  the  Escrow  Agreement.   Although  this
notice
references the Merger Agreement and may further reference
certain defined  terms used therein, such references are solely
for  the benefit  of the parties to the Escrow Agreement and
Escrow  Agent shall have no obligations or responsibilities
with respect to the Merger Agreement.

            2.     On   __________   (the   "Settlement
Date"),
____________ (______) shares of Post-Merger Offering  Stock
were sold  in connection with the "Offering," as such term is
used  in the Merger Agreement.

           3.    The  Average 10-Day Closing Price  of
Ameristar Common  Stock  as  of  the Settlement Date is
__________  Dollars ($_______).

           4.    Pursuant to Section 2.2 of the Escrow
Agreement, the principal amount of the Magliarditi Note, as set
forth below, shall  be inserted therein.  In connection
therewith, the parties shall undertake the following
calculations:

            Number  of  Shares  of  Post-Merger  Offering
Stock 7,500,000

          Number of Shares of Post-Merger Offering Stock Sold
                   in    the    Offering
                   -
0

          Number of Shares of Post-Merger Offering Stock Not
Sold =         7,500,000

           Average  10-Day  Closing Price as of  Settlement
Date x
                              Subtotal            =
           Gem  Individuals'  Share  of  Completion
Differential -             4,000,000
           Sum of the Amounts Calculated Pursuant to
               Sections 2.10(g)(i)(B)(2)
               of the Merger Agreement (which
               amount shall be zero dollars ($0)
               if the Net Proceeds of the Post-
               Merger Offering Stock are less than
               $8.00/ share multiplied by the
               number of shares of Post-Merger
               Offering
                    Stock      sold     in     the
Offering)
- -

          One-Half of Offering Expenses                    -
                              Subtotal       =
              Magliarditi's     Gem    Proportionate
Interest
x               .031
          PRINCIPAL AMOUNT OF MAGLIARDITI NOTE             =
           5.    Pursuant to Section 2.10(h)(ii)(B) of the
Merger Agreement, after the principal amount of the Magliarditi
Note has been  completed  pursuant to Section 2.2 of the Escrow
Agreement and  the  Escrow Agent has dated the Magliarditi Note
as  of  the Settlement  Date, Escrow Agent (a) is to deliver
the  Magliarditi Note   to  Magliarditi;  and  (b)  is  to
mark  the  Alternative Magliarditi  Note  as  "CANCELLED"  and
return  the  Alternative Magliarditi Note to Ameristar.

Dated: By:
APPROVED AND ACKNOWLEDGED:




Dominic J. Magliarditi
                          Schedule 8
                               
                 Form of Going Private Notice
                               
           I,                          , acting in my capacity
as
the   [insert  title]  of  Ameristar  Casinos,  Inc.,  a
Nevada
corporation  ("Ameristar"),  hereby  certify  and  represent
and warrant as follows:

           1.    This certificate is made in connection with
that certain  Gem  Individual  Notes  Escrow  Agreement  and
Escrow
Instructions  (the "Escrow Agreement") dated as of September
27, 1996,  by  and between Ameristar, Steven W. Rebeil, an
individual and in his capacity as Trustee of the Karizma Trust
created under that  certain  Trust Agreement, dated July 2,
1991,  as  amended ("Rebeil"),                             and
Dominic   J.   Magliarditi,   an   individual
("Magliarditi").    Capitalized   terms   used   herein
without
definition  shall  have  the meanings set  forth  in  the
Escrow Agreement,  or if not defined therein, in the "Merger
Agreement" referenced  in  the  Escrow  Agreement.   Although
this      notice
references the Merger Agreement and may further reference
certain defined  terms used therein, such references are solely
for  the benefit  of the parties to the Escrow Agreement and
Escrow  Agent shall have no obligations or responsibilities
with respect to the Merger Agreement.
           2.   A "Going Private Event," as such term is used
in
the  Merger  Agreement,  has occurred.  Accordingly,  the
Escrow Agent  is  hereby  instructed to insert Sixty  One
Million  Five Hundred Thirty One Thousand Five Hundred Dollars
($61,531,500) as the  principal  amount of the Rebeil Note and
One  Million  Nine Hundred Sixty Eight Thousand Five Hundred
Dollars ($1,968,500) as the principal amount of the Magliarditi
Note.

          3.   The Settlement Date occurred on _____________,
19___.

            4     Pursuant  to  Section  2.10(i)  of  the
Merger Agreement, after the principal amount of each of the
Rebeil  Note and  the  Magliarditi Note has been completed
pursuant to Section 2.3  of  the Escrow Agreement and the
Escrow Agent has dated  the Rebeil  Note  and the Magliarditi
Note as of the Settlement  Date and  has  inserted the date
that is six (6) months following  the Settlement Date as the
"Maturity Date" of the Rebeil Note and the Magliarditi Note,
Escrow Agent (a) is to deliver the Rebeil  Note to  Rebeil and
the Magliarditi Note to Magliarditi and (b) is  to mark  the
Alternative Rebeil Note and the Alternative Magliarditi Note as
"CANCELLED" and to return said notes to Ameristar.

Dated: By:
APPROVED AND ACKNOWLEDGED:

Steven W. Rebeil, an individual

Steven W. Rebeil, in his capacity as Trustee of
the Karizma Trust created under that certain
Trust Agreement, dated July 2, 1991, as
amended


________________________________________
Dominic J. Magliarditi









                                
                                
                                
                                
                                
                         October 3, 1996
                                
Dominic J. Magliarditi
735 Helmhill Avenue
Las Vegas, Nevada  89123

          Re:  Merger Agreement / Employee Matters

Dear Nick:

          This letter is intended to implement the provisions of
Section 6.9 of the Merger Agreement (as amended by the Second
Amendment thereto dated September 27, 1996) in the context of
your currently pending application for gaming licensure in
Nevada.

          Ameristar understands that your application is likely
to be heard by the Nevada Gaming Control Board during the month
of November.  Ameristar hereby confirms that it will enter into
an employment agreement with you as contemplated by Section 6.9,
provided that until such time as your license is granted, you
shall not become an officer of Ameristar as set forth in such
section.  In all other respects, the employment agreement shall
contain the material terms described in Section 6.9 of the Merger
Agreement.

          Except as amended hereby, the agreements between the
parties set forth in the Merger Agreement, as amended through the
Second Amendment, shall continue in full force and effect.

          To confirm your agreement with the foregoing, please
sign this letter in the place indicated below.

                              Very truly yours,


                              /s/ Brian Katz
                              Brian Katz,
                              Vice President

Reviewed and approved


/s/ Dominic J. Magliarditi
Dominic J. Magliarditi
Date: October 3, 1996



                AGREEMENT TO FURNISH EXHIBITS
                              
AMERISTAR CASINOS, INC. hereby agrees to furnish
supplementally to the Securities and Exchange Commission
upon its request a copy of any of the exhibits to the
following Exhibits to the Report on Form 8-K:  10 .3 Second
Amendment to Merger Agreement by and among Gem Gaming, Inc.,
Ameristar Casinos, Inc., Ameristar Casino Las Vegas, Inc.,
Steven W. Rebeil, and Dominic J. Magliarditi, dated
September 27, 1996.  Each of the foregoing Exhibits includes
a list setting forth a description of each such exhibit.



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