AMERISTAR CASINOS INC
10-Q, 1999-05-17
MISCELLANEOUS AMUSEMENT & RECREATION
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549
                                 
                             FORM 10-Q
                                 
   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                                 
           For the quarterly period ended March 31, 1999
                                 
                                OR
                                 
  [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                                 
           For the transition period from             to
                                 
                                 
                 Commission file number:  0-22494
                                 
                      AMERISTAR CASINOS, INC.
      (Exact name of Registrant as Specified in its Charter)
                                 
                                 
                 Nevada                    88-0304799
    (State or other jurisdiction of     (I.R.S. employer
     incorporation or organization)   identification no.)
                                 
                                 
                    3773 Howard Hughes Parkway
                          Suite 490 South
                     Las Vegas, Nevada  89109
             (Address of principal executive offices)
                                 
                                 
                          (702) 567-7000
       (Registrant's telephone number, including area code)
                                 
                                 
                                 
                                 
Indicate  by  check mark whether the registrant (1) has  filed  all
reports  required  to  be  filed by Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (or
for  such shorter period that the registrant was required  to  file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.    Yes [X]    No [  ]

As  of  May   14,1999,  20,360,000 shares of Common  Stock  of  the
registrant were issued and outstanding.


                              <PAGE>
                                 
                      AMERISTAR CASINOS, INC.
                             FORM 10-Q
                                 
                               INDEX

                                                           Page No.

Part I.  FINANCIAL INFORMATION

  Item 1.Financial Statements:

          A.   Condensed Consolidated Balance
               Sheets at December 31, 1998 and
               March 31, 1999 (unaudited)                   3 - 4

          B.   Condensed Consolidated Statements
               of Operations (unaudited) for the
               three months ended March 31, 1998
               and 1999                                       5

          C.   Condensed Consolidated Statements
               of Cash Flows (unaudited) for the
               three months ended March 31, 1998
               and 1999                                       6

          D.   Notes to Condensed Consolidated
               Financial Statements                         7 - 8

  Item 2.Management's Discussion and Analysis of
          Financial Condition and Results of
          Operations                                        9- 17
  
  Item 3.Quantitative and Qualitative Disclosures
          about
          Market Risk                                       17- 18


Part II.  OTHER INFORMATION

  
  Item 1.Legal Proceedings                                   19
  
  Item 6.Exhibits and Reports on Form 8-K                    19
  


SIGNATURE                                                     20



<PAGE>PART I.  FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS


                      AMERISTAR CASINOS, INC.
               CONDENSED CONSOLIDATED BALANCE SHEETS
                          (IN THOUSANDS)
                                 
                              ASSETS
<TABLE>
<S>                                    <C>               <C>
                                       December 31,      March 31,
                                           1998             1999
                                       ------------      ---------
                                                         (Unaudited)

CURRENT ASSETS:

     Cash and cash equivalents           $18,223          $ 17,304
     Restricted cash                         119               125
     Accounts receivable, net              1,476             1,407
     Income tax refund receivable          2,815             2,465
     Inventories                           3,614             3,270
     Prepaid expenses                      4,794             4,789
     Deferred income taxes                 3,906             3,605
                                        --------           -------     
          Total current assets            34,947            32,965

PROPERTY AND EQUIPMENT AND
  LEASEHOLD INTERESTS, at cost,
  less accumulated depreciation and
  amortization of $92,708 and
  $97,209, respectively                  297,820           296,039

EXCESS OF PURCHASE PRICE OVER FAIR
  MARKET VALUE OF NET ASSETS
  ACQUIRED                                15,046            14,947

DEPOSITS AND OTHER ASSETS                  3,924             3,830
                                        --------          --------
                                        $351,737          $347,781
                                        ========          ========
</TABLE>
                   <PAGE>AMERISTAR CASINOS, INC.
               CONDENSED CONSOLIDATED BALANCE SHEETS
                          (IN THOUSANDS)

               LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<S>                                     <C>               <C>
                                        December 31,      March 31,
                                           1998             1999
                                        ------------      ---------
                                                         (Unaudited)
CURRENT LIABILITIES:

     Accounts payable                    $ 6,324          $  5,622
     Construction contracts payable          913               733
     Accrued liabilities                  26,359            24,748
     Current obligations under
       capitalized leases                  2,398             2,396
     Current maturities of notes
       payable and
       long-term debt                      9,924            10,586
                                         -------           -------     
          Total current liabilities       45,918            44,085
                                         -------           -------
OBLIGATIONS UNDER CAPITALIZED
  LEASES, net of current
  maturities                              13,196            12,691
                                         -------            ------
NOTES PAYABLE AND LONG-TERM DEBT,
  net of current maturities              217,203           216,059
                                         -------           -------
DEFERRED INCOME TAXES                      7,496             7,135
                                         -------           -------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, $.01 par
       value:
       Authorized - 30,000,000
       shares
       Issued - None                       -                 -
     Common stock, $.01 par value:
       Authorized - 30,000,000 shares
       Issued and outstanding -
       20,360,000 shares                     204               204
     Additional paid-in capital           43,043            43,043
     Retained earnings                    24,677            24,564
                                         -------           ------- 
          Total stockholders'
            equity                        67,924            67,811
                                         -------           -------
                                        $351,737          $347,781
                                        ========          ========
</TABLE>
                    
                   <PAGE>AMERISTAR CASINOS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT PER SHARE DATA)
                            (UNAUDITED)
                                                  Three Months
                                                Ended March 31,
<TABLE>
                                                1998        1999
<S>                                           -------     --------
REVENUES:                                     <C>          <C>
   Casino                                     $51,345      $58,084
   Food and beverage                           10,506       11,392
   Rooms                                        2,547        3,933
   Other                                        2,076        2,323
                                              -------      -------
                                               66,474       75,732
                       
   Less: Promotional allowances                 5,063        5,724
                                              -------      -------
       Net revenues                            61,411       70,008
                                              -------      -------
OPERATING EXPENSES:
   Casino                                      24,591       27,055
   Food and beverage                            7,194        7,344
   Rooms                                        1,063        1,607
   Other                                        1,966        1,963
   Selling, general and  administrative        17,455       19,491
   Depreciation and amortization                5,070        6,280
   Preopening costs                            10,611         -
                                              -------      -------
       Total operating expenses                67,950       63,740
                                              -------      -------
       Income (loss) from operations           (6,539)       6,268

OTHER INCOME (EXPENSE):
   Interest income                                 84           60
   Interest expense                            (4,274)      (6,097)
   Other                                          311         (404)
                                              -------      --------
LOSS BEFORE INCOME TAX BENEFIT                (10,418)        (173)
   Income tax benefit                          (3,803)         (60)
                                              -------      --------
NET LOSS                                      $(6,615)       $(113)
                                              ========      ========
LOSS PER SHARE:
  Basic                                       $ (0.32)      $(0.01)
                                              ========      ========
   Diluted                                    $ (0.32)      $(0.01)

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


                      AMERISTAR CASINOS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (IN THOUSANDS)
                            (UNAUDITED)
                                                  Three Months
                                                Ended March 31,
<TABLE>                
                                                1998        1999
                                              -------     -------
<S>                                           <C>           <C>    
 CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                    $(6,615)       $(113)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Depreciation and amortization              5,070        6,280
     Amortization of debt costs                   160          167
     Change in deferred taxes                  (2,479)         (60)
     Net loss on disposition of assets           -             370
     (Increase) decrease in other current
       assets                                  (1,285)         412
     Decrease in income tax refund
       receivable                               1,465          350
     Increase (decrease) in other current
       liabilities                              3,218       (2,313)
                                              -------       -------
  Total adjustments                             6,149        5,206
                                              -------       -------
Net cash (used in) provided by operating
  activities                                    (466)        5,093
                                              -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                       (15,934)       (5,112)
  Decrease in construction contracts
     payable                                 (13,965)         (180)
  Proceeds from sale of assets                  -              386
  Decrease (increase) in deposits and
     other non-current assets                  7,589           (73)
                                             --------       -------
Net cash used in investing activities:       (22,310)       (4,979)
                                             --------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of notes payable
     and long-term debt                       33,836           250
  Principal payments of notes payable,
     long-term debt and capitalized leases      (978)       (1,283)
                                             --------       -------
Net cash provided by (used in) financing
  activities:                                 32,858        (1,033)
                                             --------       -------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                            10,082          (919)

CASH AND CASH EQUIVALENTS - BEGINNING OF
  PERIOD                                      13,031        18,223
                                             --------      --------
CASH AND CASH EQUIVALENTS - END OF PERIOD    $23,113       $17,304
                                             ========      ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid during the period for interest
     (net of amounts capitalized)             $7,737        $8,608
                                             ========      =======                                    
  Assets purchased with long-term debt        $ -          $    44
                                             ========      =======
  Assets purchased with capitalized leases    $6,671       $ -
                                             ========      =======
</TABLE>
  
                   <PAGE>AMERISTAR CASINOS, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

     The  accompanying condensed consolidated financial  statements
include  the  accounts of Ameristar Casinos, Inc.  ("Ameristar"  or
"ACI")  and  its  wholly  owned  subsidiaries  (collectively,   the
"Company").  The Company's principal subsidiaries, all of which are
wholly  owned,  are  Cactus Petes, Inc. ("CPI"),  Ameristar  Casino
Vicksburg,  Inc.  ("ACVI"), Ameristar Casino Council  Bluffs,  Inc.
("ACCBI") and Ameristar Casino Las Vegas, Inc. ("ACLVI").  ACI also
owns  A.C.  Food  Services, Inc., a purchasing subsidiary,  and  AC
Hotel  Corp,  a  wholly owned subsidiary of ACVI  created  for  the
purpose  of  constructing  and  operating  a  hotel  in  Vicksburg,
Mississippi.  All significant intercompany transactions  have  been
eliminated.
     
     CPI  owns and operates two casino-hotels in Jackpot, Nevada  -
Cactus  Petes  Resort  Casino and The  Horseshu  Hotel  and  Casino
(collectively, the "Jackpot Properties").  ACVI owns  and  operates
Ameristar Vicksburg, a riverboat-themed dockside casino and related
hotel  and  other land-based facilities in Vicksburg,  Mississippi.
ACCBI  owns  and  operates Ameristar Council  Bluffs,  a  riverboat
casino and related hotel and other land-based facilities in Council
Bluffs,  Iowa.   ACLVI owns and operates The Reserve Hotel  Casino,
("The  Reserve")  an  African safari and big  game  reserve  themed
facility in the Henderson-Green Valley suburban area of Las  Vegas,
Nevada that opened on February 10, 1998.
     
     The  accompanying condensed consolidated financial  statements
have  been prepared by the Company, without audit, pursuant to  the
rules  and  regulations of the Securities and Exchange  Commission.
Accordingly, the condensed consolidated financial statements do not
include  all  of  the  disclosures required by  generally  accepted
accounting   principles.    However,  the  accompanying   unaudited
condensed   consolidated  financial  statements  do   contain   all
adjustments  that, in the opinion of management, are  necessary  to
present fairly the financial position and the results of operations
for  the  interim  periods included therein.  The  interim  results
reflected  in  the condensed consolidated financial statements  are
not  necessarily indicative of results to be expected for the  full
fiscal year.
     
     Certain  reclassifications, having no effect  on  net  income,
have  been  made  to  the  prior  period's  condensed  consolidated
financial   statements   to  conform  to   the   current   period's
presentation.
     
     The  accompanying condensed consolidated financial  statements
should  be  read  in conjunction with the financial statements  and
notes thereto included in the Company's Annual Report on Form  10-K
for the fiscal year ended December 31, 1998.
     
     
NOTE 2 - NOTES PAYABLE AND LONG-TERM DEBT

     The Company maintains a $125 million revolving credit facility
(the  "Revolving  Credit Facility") pursuant to a Credit  Agreement
among Ameristar and its principal subsidiaries (the "Borrowers"), a
syndicate  of  bank lenders and Wells Fargo Bank, N.A.  ("WFB")  as
Agent  Bank,  Arranger and Swingline Lender. The Borrowers  do  not
include AC Hotel Corp., a subsidiary of ACVI that owns the hotel at
Ameristar  Vicksburg,  and a purchasing subsidiary.  The  Revolving
Credit Facility binds the Borrowers to a number of affirmative  and
negative   covenants,  including  promises  to   maintain   certain
financial   ratios  and  tests  within  defined  parameters.    The
covenants  require  a Minimum Tangible Net Worth  (as  defined)  of
$50.0 million at March 31, 1999.  As of March 31, 1999, the Company
was in compliance with all covenants.

     <PAGE>

     Ameristar  issued $100 million in 10-1/2% Senior  Subordinated
Notes  due 2004 under an Indenture dated July 15, 1997 (the "Senior
Subordinated Notes").  All of Ameristar's current subsidiaries (the
"Guarantors")   have   jointly  and  severally,   and   fully   and
unconditionally, guaranteed the Senior Subordinated Notes.  Each of
the  Guarantors is a wholly owned subsidiary of Ameristar, and  the
Guarantors  constitute  all  of  Ameristar's  direct  and  indirect
subsidiaries.   Ameristar is a holding company with  no  operations
independent of those of the Guarantors and no assets other than its
investments   in   the  Guarantors,  and  the   aggregate   assets,
liabilities,   earnings   and  equity   of   the   Guarantors   are
substantially equivalent to the assets, liabilities,  earnings  and
equity  of the Company on a consolidated basis.  Separate financial
statements  and certain other disclosures concerning the Guarantors
are  not  included  in  this  report because,  in  the  opinion  of
management, they are not deemed material to investors.  Other  than
customary  restrictions imposed by applicable  corporate  statutes,
there  are  no  restrictions on the ability of  the  Guarantors  to
transfer funds to Ameristar in the form of cash dividends, loans or
advances.
     
     <PAGE>
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
       FINANCIAL CONDITION AND RESULTS OF
       OPERATIONS


RESULTS OF OPERATIONS
     
The Company

     Ameristar Casinos, Inc. ("Ameristar" or "ACI") develops,  owns
and   operates  casinos  and  related  hotel,  food  and  beverage,
entertainment  and  other  facilities,  with  five  properties   in
operation  in  Nevada, Mississippi and Iowa. Ameristar's  principal
operations  are  conducted through four wholly owned  subsidiaries:
Cactus  Petes,  Inc.  ("CPI");  Ameristar  Casino  Vicksburg,  Inc.
("ACVI");  Ameristar  Casino Council Bluffs,  Inc.  ("ACCBI");  and
Ameristar  Casino  Las Vegas, Inc. ("ACLVI").   Ameristar  and  its
wholly  owned subsidiaries are collectively referred to  herein  as
the "Company."
     
     CPI  owns  and  operates Cactus Petes Resort  Casino  and  The
Horseshu Hotel and Casino (collectively, the "Jackpot Properties"),
two  casino-hotels located in Jackpot, Nevada at the Idaho  border.
ACVI  owns  and  operates a riverboat-themed dockside  casino  (the
"Vicksburg Casino") and related land-based facilities, including  a
150-room   hotel   that  opened  on  June  5,  1998  (collectively,
"Ameristar  Vicksburg") in Vicksburg, Mississippi. ACCBI  owns  and
operates  a  riverboat  casino (the "Council  Bluffs  Casino")  and
related   land-based  hotel  and  other  facilities  (collectively,
"Ameristar  Council  Bluffs") in Council Bluffs,  Iowa  across  the
Missouri  River from Omaha, Nebraska.  ACLVI owns and operates  The
Reserve  Hotel & Casino, ("The Reserve") an African safari and  big
game reserve themed facility in the Henderson-Green Valley suburban
area of Las Vegas, Nevada.  The Reserve opened February 10, 1998.
     
     The  Company's quarterly and annual operating results  may  be
affected  by  competitive pressures, the timing of the commencement
of  new  gaming operations, the amount of preopening costs incurred
by  the  Company, construction at existing facilities  and  general
weather  conditions.  Consequently, the Company's operating results
for  any  quarter or year may not be indicative of  results  to  be
expected for future periods.
     
The following table highlights the results of operations of
Ameristar's operating subsidiaries for its principal properties:

<PAGE>                     
                            Three Months Ended
                                  March 31,
<TABLE>                        1998     1999 
<S>                         <C>       <C>   
Consolidated cash flow information:
                            
 Cash flow from operations  $  (466)    $5,093
 Cash flow from investing   (22,310)    (4,979)
 Cash flow from financing    32,858     (1,033)

Net revenues:
 Jackpot Properties         $12,414    $13,134
 Ameristar Vicksburg         16,530     19,066
 Ameristar Council Bluffs    24,113     25,372
   The Reserve                8,354     12,436
                            -------    -------
  Consolidated net revenues $61,411   $ 70,008
                            =======   ========
Adjusted operating income (loss) (1):
   Jackpot Properties       $ 1,595     $2,422
   Ameristar Vicksburg        3,480      3,646
   Ameristar Council Bluffs   3,743      4,642
   The Reserve               (2,443)    (1,875)
   Corporate and other       (2,303)    (2,567)
                            --------   --------
Consolidated operatingincome $4,072    $ 6,268
                            ========   ========
Adjusted operating income margins (1):
   Jackpot Properties          12.8%      18.4%
   Ameristar Vicksburg         21.1%      19.1%
   Ameristar Council Bluffs    15.5%      18.3%
   The Reserve                (29.2%)    (15.1%)
 Consolidated operating income margin
                                6.6%       9.0%
                             =======    ========
EBITDA (2):
   Jackpot Properties        $ 2,408    $3,177
   Ameristar Vicksburg         5,039     5,430
   Ameristar Council Bluffs    5,465     6,453
   The Reserve                (1,548)      (31)
   Corporate and other        (2,222)   (2,481)
                             --------  --------
   Consolidated EBITDA     $   9,142  $ 12,548
                            =========  ========
EBITDA Margins (2):
   Jackpot Properties           19.4%    24.2%
   Ameristar Vicksburg          30.5%    28.5%
   Ameristar Council Bluffs     22.7%    25.4%
   The Reserve                 (18.5%)   (0.2%)
  Consolidated EBITDA margin    14.9%    17.9%
                            =========  ========
</TABLE>
(see following page for footnotes)
                              <PAGE>

(1) Adjusted operating income (loss) for the 1998 period is
calculated before the write off of $10.6 million in preopening
costs related to the opening of The Reserve on February 10, 1998.

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

Summary of Operating Results
     
     Ameristar showed continuing overall growth in revenues for the
three  months ended March 31, 1999 compared to the same  period  in
1998.  Consolidated net revenues for the three months  ended  March
31,  1999, increased to $70.0 million compared to $61.4 million for
the  same  quarter  in  1998.   Each of  the  Company's  properties
contributed  to this increase in net revenues, with a $4.1  million
increase  at  The  Reserve, a $2.5 million  increase  at  Ameristar
Vicksburg, a $1.3 million increase at Ameristar Council Bluffs  and
a $0.7 million increase at the Jackpot Properties.
     
     Income  from operations for the quarter ended March  31,  1999
was $6.3 million compared to $4.1 million (before the pre-tax write-
off  of $10.6 million in preopening costs) for the same quarter  in
1998.  Total  operating expenses as a percentage  of  net  revenues
improved  and  were 91.0 percent of revenues for the  three  months
ended March 31, 1999 compared to 93.4 percent (before the write-off
of $10.6 million in preopening costs) for the same period in 1998.
     
     Net loss for the quarter ended March 31, 1999 was $0.1 million
compared  to net loss of $6.6 million for the same period in  1998.
The  net  loss  for  the  quarter ended  March  31,  1998  included
preopening  costs  for The Reserve of $10.6 million  on  a  pre-tax
basis.
     
     Loss  per share for the quarter ended March 31, 1999 was $0.01
compared  to loss per share of $0.32 for the same quarter in  1998.
Earnings per share for the quarter ended March 31, 1998 were  $0.01
before preopening costs and the related tax benefit.
     
Revenues and Operating Income (Loss) by Property
     
     Net  revenues for Ameristar Council Bluffs were $25.4  million
for the quarter ended March 31, 1999, compared to $24.1 million for
the  same  quarter  in  1998, an increase of $1.3  million  or  5.4
percent.  The revenue increase was attributable to an  increase  of
$1.2 million in slot revenue generated in part from the addition of
new  slot  product in the fourth quarter of 1998. Operating  income
increased by $0.9 million or 24 percent for the three months  ended
March  31, 1999 compared to the same period in 1998. Diligent  cost
control measures have improved the operating margin to 18.3 percent
in  the  first quarter of 1999 as compared to 15.5 percent  in  the
same period in 1998.
     <PAGE>
     
     The  Jackpot Properties had revenues of $13.1 million for  the
three months ended March 31, 1999 compared to $12.4 million for the
same  period  in 1998, an increase of $0.7 million or 5.6  percent.
The  revenue increase was attributable to increased casino revenues
due  to  a higher hold percentage in table games and enhanced  slot
product.   Operating income increased to $2.4 million for the first
quarter  of  1999 compared to $1.6 million for the same  period  in
1998.   The increase was due to the increased revenue coupled  with
continued cost-control measures which improved operating efficiency
at  the properties.  The operating margin increased to 18.4 percent
in  the  first quarter of 1999 as compared to 12.8 percent for  the
same period in 1998.
     
     Ameristar Vicksburg continues to be the gaming revenue  market
leader  in  Warren County, Mississippi with net revenues  of  $19.1
million for the first quarter of 1999 compared to $16.5 million for
the  same  period  in  1998.   Overall, the  Warren  County  gaming
revenues  increased  by approximately 10.0 percent  for  the  first
three  months  of 1999 compared to the same period  in  1998.   The
increase of $2.6 million in net revenues at Ameristar Vicksburg was
largely  a  result  of increased casino revenues  of  $1.8  million
related  to a higher table hold percentage and higher slot revenues
due  to adding more machines to the floor, in addition to the  $0.6
million hotel revenue generated from the new hotel, which opened on
June 5, 1998. Operating income for the three months ended March 31,
1999  was $3.6 million compared to $3.5 million in the same  period
in  1998. The higher costs were associated with operating costs  of
the   new  hotel,  increased  marketing  costs,  and  other   costs
associated with the increased revenue.
     
     The  Reserve,  which  opened on February  10,  1998,  had  net
revenues of $12.4 million for the first quarter of 1999 compared to
$8.4  million for its first 50 days of operation during the  period
ended  March 31, 1998.  All departmental revenues increased  during
the  three months ended March 31, 1999 when compared to the 50 days
of  operations  ended March 31, 1998, largely  because  of  the  40
additional days of operations.  The Reserve generated an  operating
loss  of  $1.9 million for the three months ended March  31,  1999,
which  compares to an operating loss for the 50 days of  operations
during  the period ended March 31, 1998 of $13.0 million  (or  $2.4
million  before  $10.6 million in preopening costs).   Depreciation
expense  increased $0.9 million during the quarter ended March  31,
1999  as  compared to the 50 days of operations during  the  period
ended  March 31, 1998. In spite of the higher depreciation expense,
the operating expenses were $159,000 on a daily average as compared
to  $216,000 per day before preopening expenses for the 50 days  of
operations  in  the  period  ended  March  31,  1998.    This   was
accomplished  through  reductions  in  labor  costs  and   improved
operating  efficiencies throughout the property.  The  Company  has
continued  to  aggressively  implement revenue-generating  programs
including  direct mail marketing and other promotions, as  well  as
controlling costs.
     
Consolidated Revenues and Expenses
     
     On  a consolidated basis, for the quarter ended March 31, 1999
compared to the same period in 1998, casino revenues increased $6.8
million or 13.0 percent, food and beverage revenues increased  $0.9
million  or 8.4 percent, and rooms revenues increased $1.4  million
or  54.4 percent.  Of the $6.8 million in casino revenue increases,
$3.2 million of the increase resulted primarily from a full quarter
of operations at The Reserve, and $3.6 million resulted from casino
revenue improvements at each of the other properties.
     
     Casino  expenses increased $2.5 million or 10.0 percent,  food
and  beverage  expenses increased $0.2 million or 2.1 percent,  and
rooms  expenses  increased $0.5 million or  51.2  percent  for  the
quarter  ended March 31, 1999 compared to the same period in  1998.
Of  the  $2.5  million in increased casino expenses,  $1.2  million
related  to  a  full quarter of operations at The Reserve  and  the
remaining  increase  related to expenses at  the  other  properties
primarily associated with additional revenue.
     <PAGE>
     
     Selling,   general  and  administrative  expenses   (including
utilities and maintenance and business development) increased  $2.0
million  or  11.7  percent for the quarter  ended  March  31,  1999
compared to the same quarter of the prior year.  A full quarter  of
operations at The Reserve was responsible for $0.7 million  of  the
increase.  Ameristar Vicksburg experienced a $1.0 million or a 27.2
percent increase which included $0.4 in additional marketing  costs
related  to  direct mail and advertising and an  increase  of  $0.5
million  in  other  general  costs such  as  property  maintenance,
salaries and legal expense.  Corporate general   expenses increased
$0.3  million  or  11.7 percent as a result of higher  professional
fees.
     
     Depreciation expenses for the first quarter of 1999  increased
primarily  due to the inclusion of The Reserve facilities  and  the
hotel  at Vicksburg  in the Company's depreciable asset base for  a
full quarter.
     
     Interest  expense was $6.1 million for the three months  ended
March  31,  1999, compared to $4.3 million for the same  period  in
1998.    The  increased  interest  expense  relates  primarily   to
increased debt incurred to finance construction of The Reserve  and
the  hotel at Vicksburg, the cessation of capitalized interest  for
those  projects and  a higher rate of interest related to the  bank
line.

Liquidity and Capital Resources
     
     
     Cash  flow  provided by operations was $5.1  million  for  the
three months ended March 31, 1999 compared to $0.5 million used  in
operations for the three months ended March 31, 1998. Other current
liabilities  decreased $2.3 million primarily as a  result  of  the
$5.3 million payment of accrued bond interest on February 1, 1999.

     The  Company  had  unrestricted cash  of  approximately  $17.3
million  as  of March 31, 1999, a decrease in cash of $0.9  million
from  December 31, 1998. The decrease of $0.9 million  in  cash  at
March 31, 1999 resulted primarily from capital expenditures of $5.2
million  and  $1.3  million in debt principal reductions.   Capital
expenditures during the first quarter of 1999 primarily related  to
the exercise of a option for the purchase of additional land at The
Reserve ($1.4 million), various capital improvement projects at The
Reserve  ($1.3 million) and the purchase of new slot  machines  for
each of the properties ($1.2 million).

     The Company maintains a $125 million revolving credit facility
(the  "Revolving  Credit Facility") pursuant to a Credit  Agreement
among Ameristar and its principal subsidiaries (the "Borrowers"), a
syndicate  of  bank lenders and Wells Fargo Bank, N.A.  ("WFB")  as
Agent  Bank,  Arranger and Swingline Lender. The Borrowers  do  not
include AC Hotel Corp., a subsidiary of ACVI that owns the hotel at
Ameristar  Vicksburg, and a purchasing subsidiary.   At  March  31,
1999,  the  outstanding principal balance of the  Revolving  Credit
Facility was $90.0 million.

     Under  the  terms of the Revolving Credit Facility, concurrent
with  each  loan draw, the Borrowers may select the  interest  rate
based  on  either the London Interbank Offering Rate  ("LIBOR")  or
WFB's  prime interest rate. The applicable margins for  both  LIBOR
draws  and prime interest rate draws adjust semiannually  based  on
the  ratio of the Company's consolidated total debt to consolidated
cash  flows,  as measured by an EBITDA formula.  As  of  March  31,
1999,  the Borrowers have taken LIBOR draws totaling $90.0  million
with an average interest rate of approximately 9 percent per annum.

     The Company has entered into an interest rate collar agreement
with   WFB  to  manage  interest  expense,  which  is  subject   to
fluctuation due to the variable-rate nature of the debt  under  the
Company's  Revolving Credit Facility.  Under the  agreement,  which
covers $50.0 million of the borrowings on the

     <PAGE>Revolving Credit Facility, the Company has a LIBOR floor
rate of 5.39 percent and a LIBOR ceiling rate of 6.75 percent, plus
the  applicable margin.  For the three months ended March 31, 1999,
the Company paid approximately $57,000 in additional interest as  a
result  of  this agreement.  The agreement terminates on  June  30,
2003  to  coincide  with  the  maturity  of  the  Revolving  Credit
Facility.

     Under  the  Revolving  Credit Facility, borrowings  under  the
Revolving  Credit Facility may not exceed 2.75 times the Borrowers'
rolling  four quarter EBITDA (as defined) and the Borrowers'  total
funded  debt  may  not  exceed the Borrowers' rolling  four-quarter
EBITDA  (as defined), multiplied by a factor that varies over  time
and  which is currently 5.5 and will be 5.25 at June 30, 1999.   As
of  March  31, 1999, borrowings under the Revolving Credit Facility
and  the total funded debt of the Borrowers were 2.2 and 5.1  times
the   Borrowers'   rolling  four-quarter   EBITDA   (as   defined),
respectively.  The Revolving Credit Facility binds the Borrowers to
a   number   of  additional  affirmative  and  negative  covenants,
including  promises to maintain certain financial ratios and  tests
within defined parameters. The covenants require a Minimum Tangible
Net  Worth (as defined) of $50.0 million at March 31, 1999.  As  of
March  31,  1999, the Company was in compliance with all covenants.
Based on the rolling four quarter EBITDA (as defined) at March  31,
1999,  the  amount  available  for  additional  borrowing  on   the
Revolving Credit Facility is approximately $16.1 million.

     Ameristar  issued $100 million in 10-1/2% Senior  Subordinated
Notes  due  2004  under  an  Indenture dated  July  15,  1997  (the
"Indenture").   In addition to Ameristar and the  trustee,  all  of
Ameristar's  subsidiaries (the "Guarantors")  are  parties  to  the
Indenture  for  the  purpose  of  guaranteeing  (the  "Guarantees")
payments on the Senior Subordinated Notes.

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

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

     The  Indenture  also  includes certain covenants  that,  among
other  things,  limit the ability of Ameristar and  its  Restricted
Subsidiaries  to  pay  dividends or other distributions  (excluding
dividends  and  distributions  from  a  Restricted  Subsidiary   to
Ameristar   or   a   Guarantor),   make   investments,   repurchase
subordinated  obligations or capital stock,  create  certain  liens
(except  those  securing Senior Indebtedness), enter  into  certain
transactions with affiliates, sell assets, issue or sell subsidiary
stock,   create  or  permit  restrictions  on  distributions   from
subsidiaries or enter into certain mergers and consolidations.  The
Company was in compliance with the covenants under the Indenture at
March 31, 1999.

     At  March 31, 1999, The Company had other indebtedness  in  an
aggregate principal amount of $214.7 million.

     No  assurance can be given that the Company will  be  able  to
satisfy,   when  necessary,  the  financial  covenants  under   the
Revolving Credit Facility, the Senior Subordinated Notes  or  other
debt   instruments  for  purposes  of  incurring  additional  debt,
including additional draws under the Revolving Credit Facility.  In

<PAGE>addition, a failure to satisfy the financial covenants  under
the  Revolving Credit Facility could either require the Company  to
reduce  the  outstanding balance of the Revolving Credit  Facility,
which  requirements could adversely affect or exceed the  Company's
liquidity, or result in an event of default under one or more  debt
instruments.   Adverse  changes  in  the  Company's  operations  or
operating  cash  flow  may affect the ability  of  the  Company  to
satisfy these financial covenants.

     Additional   information  concerning  the   Revolving   Credit
Facility,  the  Senior Subordinated Notes and the  Company's  other
indebtedness  is set forth under "Item 7.  Management's  Discussion
and  Analysis  of Financial Condition and Results of  Operations  -
Liquidity  and Capital Resources" in Ameristar's Report  on  10-K/A
for the fiscal year ended December 31, 1998.

     The  Company  intends to make the maximum capital expenditures
allowed  under  the covenants of the Revolving Credit  Facility  of
approximately $13.2 million in 1999 of which $5.2 million were made
during  the  first quarter.  Management believes  that  the  above-
described  capital expenditure requirements will be funded  out  of
draws  under the Revolving Credit Facility, cash on hand, operating
cash  flow  and purchase money and lease financing related  to  the
acquisition of furniture, fixtures and equipment (including  gaming
equipment).

     Management is currently considering several potential  capital
expenditure  projects  at Ameristar Council  Bluffs  and  Ameristar
Vicksburg  and is presently remodeling certain dining  and  meeting
room   areas  at  The  Reserve.   In  evaluating  these   projects,
management intends to consider the operating performance of each of
the  Company's  properties,  the  anticipated  relative  costs  and
benefits  of  the  various  projects,  and  competitive  and  other
relevant factors, including the availability of operating cash flow
and  debt  financing to fund capital expenditures. If  the  Company
decides  that  capital  expenditures exceeding  $13.2  million  are
warranted,  the  Company must obtain a waiver under  the  Revolving
Credit Facility.

     Because the amount of borrowings permitted to be drawn at  any
time  under the Revolving Credit Facility is determined in part  by
the   Company's  rolling  four-quarter  EBITDA  (as  defined),  the
Company's   anticipated  borrowings  under  the  Revolving   Credit
Facility to fund a portion of any capital expenditure project  will
be  dependent  upon the level of the Company's aggregate  operating
cash flow.  The Company experienced an increase of $6.7 million  in
cash  flow  from operations and $3.4 million in EBITDA  during  the
quarter  ended March 31, 1999 over the same quarter in  1998.   The
increases  resulted  largely  from operating  improvements  at  The
Reserve   as   well  as  improvements  at  all  other   properties.
Management   anticipates  that  the  operating  improvements   will
continue  during the remainder of the year. However, no  assurances
can  be given with respect to the amount of operating cash flow  or
EBITDA  of  the Company for any future period, whether the  Company
will proceed with any of the capital expenditure projects currently
under  consideration, or the timing, cost or scope of  any  project
undertaken  by the Company.  At the present time, the Company  does
not anticipate undertaking capital expenditure projects during 1999
that could not be funded out of amounts anticipated to be available
through   anticipated  internally  generated  cash  flow  and   the
Company's borrowing capacity under the Revolving Credit Facility.

     Ameristar  has not declared any dividends on its Common  Stock
in  the past and the Company intends for the foreseeable future  to
retain  all  earnings for use in the development  of  its  business
instead of paying cash dividends.  In addition, as described below,
the  Revolving  Credit Facility and the Senior  Subordinated  Notes
obligate  the  Company to comply with certain  financial  covenants
that may restrict or prohibit the payment of dividends.

     <PAGE>

YEAR 2000 READINESS DISCLOSURE

Background

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

Risk Factors

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

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

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

     This is not to imply that there is no risk to the Company from
the  Year 2000 issue.  The risks could be substantial.  Most of the
Company's  guest  rooms, for example, are easily accessed  only  by
elevator,  and most elevators incorporate some computer technology.
Likewise, the Company's heating, ventilation, life safety  and  air
conditioning  systems  are  highly  computerized  and,  of  course,
critical to the Company's operations.  The Company is also  exposed
to  the  risk  that one or more of its vendors or  suppliers  could
experience  Year  2000 problems that may impact  their  ability  to
provide  goods  and services.  Although this is not  considered  as
significant  a risk with respect to the suppliers of goods  due  to
the  availability  of  alternative  suppliers,  the  disruption  of
certain  services, in particular utilities and financial  services,
could, depending upon the extent of the disruption, have a material
adverse impact on the Company's operations.

Strategy

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

     <PAGE>

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

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

Costs

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

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

FACTORS AFFECTING FORWARD-LOOKING INFORMATION

     
     This   Report  contains  certain  forward-looking  statements,
including  the plans and objectives of management for the business,
operations   and  economic  performance  of  the  Company.    These
forward-looking  statements generally  can  be  identified  by  the
context of the statement or the use of words such as the Company or
its  management  "believes," "anticipates,"  "intends,"  "expects,"
"plans,"  or words of similar meaning.  Similarly, statements  that
describe  the  Company's  future operating  performance,  financial
results, plans, objectives, strategies or goals are forward-looking
statements.   Although  management believes  that  the  assumptions
underlying  the  forward-looking statements are  reasonable,  these
assumptions  and  the  forward-looking statements  are  subject  to
various factors, risks and uncertainties, many of which are  beyond
the   control  of  the  Company,  including  but  not  limited   to
uncertainties concerning operating cash flow in future periods, the
Company's  borrowing capacity under the Revolving Credit  Facility,
the  future  operating  performance of  the  Company's  properties,
particularly  the recently opened The Reserve, the ability  of  the
Company  to commit to capital expenditure projects and the  ability
of   the   Company  and  its  vendors  and  service  providers   to
successfully  and  timely resolve Year 2000  issues.   Accordingly,
actual  results could differ materially from those contemplated  by
the   forward-looking  statements.   In  addition  to   the   other
cautionary   statements   relating   to   certain   forward-looking
statements  throughout  this  Report,  attention  is  directed   to
"Item  1.-  Business  - Cautionary Information  Regarding  Forward-
Looking  Statements" in the Company's Annual Report on Form  10-K/A
for  the fiscal year ended December 31, 1998 for discussion of some
of  the  factors,  risks and uncertainties that  could  affect  the
outcome   of   future   results  contemplated  by   forward-looking
statements.
     
ITEM  3.         QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT
MARKET RISK
     
     Except   for  the  Revolving  Credit  Facility,  under   which
$90.0  million was outstanding at March 31, 1999, and certain other
long-term  debt  outstanding at March 31,  1999  in  the  aggregate
amount  of  $6.9 million (collectively, the "Variable Rate  Debt"),
all of the Company's other long-term debt bears
<PAGE>interest  at  fixed  rates.  The  Variable  Rate  Debt  bears
interest  equal to the WFB prime interest rate or LIBOR  in  effect
from  time  to  time,  in  each  case  plus  an  applicable  margin
determined by the ratio of the Company's consolidated total debt to
consolidated  cash  flows, as measured by an  EBITDA  formula.   At
March  31,  1999,  the  average interest  rate  applicable  to  the
Variable  Rate Debt was 9.0 percent.  An increase of one percentage
point in the average interest rate applicable to the Variable  Rate
Debt  outstanding at March 31, 1999, would increase  the  Company's
annual  interest costs by approximately $969,300.  The Company  has
entered  into an interest rate collar agreement with WFB to  manage
the  effects of fluctuations in the interest rate applicable to  up
to  $50.0  million  in  LIBOR  draws  under  the  Revolving  Credit
Facility.
     
     Although the Company manages its short-term cash assets with a
view  to maximizing return with minimal risk, the Company does  not
invest  in market rate sensitive instruments for trading  or  other
purposes,  including  so-called  derivative  securities,  and   the
Company  is  not  exposed  to foreign currency  exchange  risks  or
commodity price risks in its portfolio transactions.
     
     <PAGE>PART II.  OTHER INFORMATION
     
ITEM 1.         LEGAL PROCEEDINGS

           E.  L.  Pennebaker, Jr., et. al. v.  ACI,  et.  al.   On
February 23, 1998, E. L. Pennebaker, Jr. filed a complaint  in  the
Circuit  Court  of Pike County, Mississippi against  ACI,  Harrah's
Vicksburg,  Inc.,  Riverboat Corporation of  Mississippi-Vicksburg,
and  Deposit Guaranty National Bank.  The matter is pending as case
number  98-0047-B.  The complaint was amended in February 1998,  to
add  James  F.  Belisle, Multi Gaming Management,  Inc.  and  Multi
Gaming  Management  of Mississippi, Inc. as additional  plaintiffs.
The  complaint  was  further amended in March 1999  to  modify  the
specific  claims  alleged by the plaintiffs.   The  plaintiffs  are
property  owners  or claim to have contract rights  in  a  proposed
casino/racetrack development along the Big Black  River  in  Warren
County, Mississippi.  They allege they would have profited  if  the
Mississippi  Gaming Commission had found suitable for  a  casino  a
location along that river that was controlled by Horseshoe  Gaming,
Inc.  or  its affiliates.  The plaintiffs further allege  that  the
defendants  entered into an agreement to hinder trade and  restrain
competition  in the gaming industry in violation of  the  antitrust
laws  and  the  gaming  laws  of  Mississippi.   Specifically,  the
plaintiffs  allege the defendants conducted an aggressive  campaign
in  opposition to the application of Horseshoe Gaming, Inc.  for  a
gaming  site  on the Big Black River.  The plaintiffs  also  allege
that  the  defendants  tortiously interfered with  the  plaintiffs'
business relations.  The plaintiffs allege compensatory damages  of
$38 million and punitive damages of $200 million.  ACI has answered
the complaint and is vigorously defending this suit.

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


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K
     
     a.   Exhibits filed as part of this report

          27.  Financial Data Schedule
          
     b.   Reports on Form 8-K
     
          None
                                 
                          <PAGE>SIGNATURE

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

                                 AMERISTAR CASINOS, INC.
                                 Registrant



Date:  May 14, 1999                /s/Thomas Steinbauer
                                 Thomas Steinbauer
                                 Senior Vice President of Finance
                                 and Treasurer
                                 (Principal Financial Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This data should be reviewed in conjunction with the financial statements
included in this filing.
</LEGEND>
<CIK> 0000912145
<NAME> AMERISTAR CASINOS, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                          17,304
<SECURITIES>                                         0
<RECEIVABLES>                                    1,407
<ALLOWANCES>                                         0
<INVENTORY>                                      3,270
<CURRENT-ASSETS>                                32,965
<PP&E>                                         393,248
<DEPRECIATION>                                  97,209
<TOTAL-ASSETS>                                 347,781
<CURRENT-LIABILITIES>                           44,085
<BONDS>                                        100,000
                                0
                                          0
<COMMON>                                           204
<OTHER-SE>                                      67,607
<TOTAL-LIABILITY-AND-EQUITY>                   347,781
<SALES>                                         70,008
<TOTAL-REVENUES>                                70,008
<CGS>                                                0
<TOTAL-COSTS>                                   63,740
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,097
<INCOME-PRETAX>                                  (173)
<INCOME-TAX>                                      (60)
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (113)
<EPS-PRIMARY>                                   (0.01)
<EPS-DILUTED>                                   (0.01)
        

</TABLE>


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