AMERISTAR CASINOS INC
DEF 14A, 2000-05-01
MISCELLANEOUS AMUSEMENT & RECREATION
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                       SCHEDULE 14A INFORMATION
      Proxy Statement Pursuant to Section 14(a) of the Securities
             Exchange Act of 1934  (Amendment No.        )

Filed by the Registrant  [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement   [ ] Confidential, for Use of the Commission
                                      Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                        Ameristar Casinos, Inc.
           (Name of Registrant as Specified in Its Charter)


                    (Name of Person(s) Filing Proxy
                               Statement
                     if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     (1)    Title of each class of securities to which transaction
       applies:
     (2)    Aggregate number of securities to which transaction
       applies:
     (3)    Per unit price of other underlying value of transaction
       computed pursuant to Exchange Act Rule 0-11
       (Set forth the amount on which the filing fee is calculated
       and state how it was determined):

     (4)    Proposed maximum aggregate value of transaction:
     (5)    Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the
    offsetting fee was paid previously.  Identify the previous filing
    by registration statement number, or the Form or Schedule and the
    date of its filing:
     (1)    Amount Previously Paid:
     (2)    Form, Schedule or Registration Statement No.:
     (3)    Filing Party:
     (4)    Date Filed:

<PAGE>

                    AMERISTAR CASINOS, INC.

               NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                      To Be Held on June 16, 2000


To the Stockholders of
Ameristar Casinos, Inc.

     The  Annual  Meeting of Stockholders of Ameristar  Casinos,  Inc.
will  be  held at 2:00 p.m. (local time) on Friday, June 16, 2000,  in
the  Explorers  Room  at The Reserve Hotel & Casino,  located  at  777
W.  Lake Mead Drive (at Interstate 515), Henderson, Nevada  89015  for
the following purposes:

     1.   To  elect  two  Class B Directors to serve for a  three-year
          term; and

     2.   To  transact  any  other business which  may  properly  come
          before  the  meeting and any adjournments  or  postponements
          thereof.

     A  proxy  statement  containing information for  stockholders  is
annexed hereto and a copy of the Annual Report of the Company for  the
fiscal year ended December 31, 1999 is enclosed herewith.

     The Board of Directors has fixed the close of business on May 15,
2000,  as  the  record  date  for  the determination  of  stockholders
entitled to notice of and to vote at the meeting.

     Whether or not you expect to attend the meeting in person, please
date  and  sign the accompanying proxy card and return it promptly  in
the envelope enclosed for that purpose.

                         By order of the Board of Directors

                         /s/ Craig H. Neilsen

                         Craig H. Neilsen
                         President and
                         Chief Executive Officer
Las Vegas, Nevada
May 17, 2000

<PAGE>

                       AMERISTAR CASINOS, INC.
                      3773 Howard Hughes Parkway
                            Suite 490 South
                       Las Vegas, Nevada  89109
                            (702) 567-7000

                            PROXY STATEMENT

                          GENERAL INFORMATION

     This  proxy  statement  is  furnished  in  connection  with   the
solicitation  of  proxies  by  the Board  of  Directors  of  Ameristar
Casinos, Inc. ("ACI" or the "Company"), a Nevada corporation, for  use
only  at its Annual Meeting of Stockholders to be held on Friday, June
16,  2000, and any adjournments or postponements thereof (the  "Annual
Meeting").

     Shares  may not be voted unless the signed proxy card is returned
or  other specific arrangements are made to have shares represented at
the  meeting.  Any stockholder of record giving a proxy may revoke  it
at  any time before it is voted by filing with the Secretary of ACI  a
notice  in  writing revoking it, by duly executing a proxy  bearing  a
later date, or by attending the Annual Meeting and expressing a desire
to revoke the proxy and vote the shares in person.  Stockholders whose
shares  are  held in street name should consult with their brokers  or
other nominees concerning procedures for revocation.  Subject to  such
revocation, all shares represented by a properly executed  proxy  card
will be voted as directed by the stockholder on the proxy card.  If no
choice is specified, proxies will be voted "For" the persons nominated
by the Board of Directors.

     In  addition  to  soliciting proxies by mail,  Company  officers,
Directors    and   other   regular   employees,   without   additional
compensation,  may solicit proxies personally or by other  appropriate
means.   The  total cost of solicitation of proxies will be  borne  by
ACI.   Although  there  are  no formal agreements  to  do  so,  it  is
anticipated that ACI will reimburse banks, brokerage houses and  other
custodians, nominees and fiduciaries for their reasonable expenses  in
forwarding any proxy soliciting materials to their principals.

     Only  stockholders of record at the close of business on  Monday,
May  15,  2000 are entitled to receive notice of and to  vote  at  the
Annual  Meeting.  As of April 28, 2000, ACI had outstanding 20,387,084
shares  of  Common  Stock, which constituted all  of  the  outstanding
voting  securities of ACI.  Each share outstanding on the record  date
is  entitled to one vote on each matter.  A majority of the shares  of
Common Stock outstanding on the record date will constitute a quorum.

     Directors are elected by a plurality of votes cast.  Stockholders
may  not  cumulate  their  votes for any  one  or  more  nominees  for
election.  Under Nevada law, the affirmative vote of a majority of the
votes  cast  on  any  proposal at the Annual  Meeting  generally  will
constitute the approval of the stockholders.  Such approval will  also
satisfy  the  requirements of The Nasdaq Stock Market,  Inc.  for  the
continued  designation  of  the Common  Stock  as  a  National  Market
Security.

     Abstentions  and broker "non-votes" are counted for  purposes  of
determining the presence or absence of a quorum for the transaction of
business but will not be counted in the election of Directors  or  any

<PAGE>

other proposal.  Thus, abstentions and broker "non-votes" will have no
effect on the election of Directors or any other proposals voted on at
the meeting.  A broker "non-vote" occurs when a nominee holding shares
for  a  beneficial  owner  does not vote on a particular  proposal  or
matter, and so notifies the Company, because the nominee does not have
discretionary voting power with respect to that proposal or matter and
has not received voting instructions from the beneficial owner.

     Craig  H. Neilsen, the Chairman of the Board, President and Chief
Executive  Officer  of  the  Company, owns 17,700,000  shares  of  the
Company's Common Stock, which represents 86.8% of the voting power  of
the  Company  as of April 28, 2000.  Mr. Neilsen intends to  vote  all
such  shares  in  favor  of  the persons nominated  by  the  Board  of
Directors.

     It  is  anticipated  that this proxy statement  and  accompanying
proxy  card will first be mailed to stockholders on or about  May  17,
2000.

                            PROPOSAL NO. 1
                         ELECTION OF DIRECTORS

Information Concerning the Nominees

     The Company's Articles of Incorporation provide that the Board of
Directors shall be classified, with respect to the time for which  the
Directors  severally hold office, into three classes, as nearly  equal
in  number  as  possible as the total number of Directors constituting
the  entire  Board  permits.  The authorized number  of  Directors  is
currently  set  at six, and there are two vacancies on  the  Board  of
Directors.  Of the four sitting Directors, two are Class  B  Directors
whose  terms  are  expiring in 2000 and are being  nominated  for  re-
election  by the Company as described below.  Biographical information
concerning the nominees and the other Directors of the Company is  set
forth  under  the  caption  "Directors and Executive  Officers."   See
"Security  Ownership of Certain Beneficial Owners and Management"  for
information regarding each such person's holdings of Common Stock.

     The  Board  of  Directors has nominated  each  of  the  incumbent
Class B Directors to be elected for a term expiring at the 2003 Annual
Meeting  of  Stockholders, and until each such person's successor  has
been   duly  elected  and  qualified  or  until  his  earlier   death,
resignation  or  removal.  The incumbent Class B  Directors  nominated
are:

                         Thomas M. Steinbauer
                            Paul I. Corddry

     The Board of Directors has no reason to believe that its nominees
will be unable or unwilling to serve if elected.  However, should  the
nominees  named herein become unable or unwilling to accept nomination
or  election, the persons named as proxies will vote instead for  such
other person(s) as the Board of Directors may recommend.

The  Board  of  Directors  unanimously recommends  a  vote  "For"  the
election of the above-named nominees as Directors.

<PAGE>

Directors and Executive Officers

     The following sets forth certain information as of April 28, 2000
with  regard  to each of the Directors and executive officers  of  the
Company.  The terms of office of the Class A, B and C Directors expire
in 2002, 2000 and 2001, respectively.


      Name          Age                     Position

Craig H. Neilsen     58     Chairman of the Board, President and
                            Chief Executive Officer and Class C
                            Director
Thomas M.            49     Senior Vice President of Finance,
Steinbauer                  Treasurer,
                            Secretary and Class B Director
Gordon R.            44     Senior Vice President of Legal Affairs
Kanofsky
Poston S. Tanaka     57     Senior Vice President of Development
Paul I. Corddry*     63     Class B Director
Larry A. Hodges*     51     Class A Director

* Member of the Audit and Compensation Committees.

     Mr.  Neilsen  has  been  Chairman  of  the  Board  of  Directors,
President  and  Chief  Executive Officer  of  the  Company  since  its
inception  in August 1993.  Since May 1984, Mr. Neilsen has  been  the
President and Chairman of the Board of Directors of Cactus Petes, Inc.
("CPI").  Mr. Neilsen has also been the President and sole director of
Ameristar  Casino Vicksburg, Inc. ("ACVI"), Ameristar  Casino  Council
Bluffs,  Inc.  ("ACCBI"), Ameristar Casino Las Vegas, Inc.  ("ACLVI"),
A.C.  Food  Services,  Inc.  ("ACFSI"), AC Hotel  Corp.  ("ACHC")  and
Ameristar  Casino  St.  Louis, Inc. ("ACSLI") since  their  respective
dates  of  inception.  CPI, ACVI, ACCBI, ACLVI, ACFSI, ACHC and  ACSLI
are  wholly owned subsidiaries of the Company.  Mr. Neilsen  has  been
actively  involved  in  the development since 1993  of  the  Company's
Ameristar Vicksburg, Ameristar Council Bluffs and The Reserve projects
and  the  proposed  South  St.  Louis County  project  and  the  major
expansions  since  1985  of the Company's Cactus  Petes  and  Horseshu
casino-hotels.   Mr.  Neilsen  also owns  a  controlling  interest  in
several other closely held entities, most of which are engaged in real
estate development and management operations unrelated to the business
of the Company.  Since 1987, Mr. Neilsen has devoted substantially all
of   his  business  time  to  the  affairs  of  the  Company  and  its
subsidiaries.

     Mr.  Steinbauer has been Senior Vice President of Finance of  the
Company  since  May 1995 and Treasurer and a Director of  the  Company
since its inception.  He was appointed as the Secretary of the Company
in   June   1998.   He  served  as  Vice  President  of  Finance   and
Administration  and Secretary of the Company from its inception  until
May 1995.  He has served as the Secretary and the Treasurer of each of
CPI and ACVI since November 1992 and September 1992, respectively, and
is  a Vice President of both companies.  Mr. Steinbauer has served  as
Vice  President,  Secretary and Treasurer of  each  of  ACCBI,  ACLVI,
ACFSI,  ACHC  and  ACSLI since their respective  dates  of  inception.
Mr.  Steinbauer  has more than 20 years of experience  in  the  gaming
industry  in  Nevada and elsewhere.  From April 1989 to January  1991,
Mr.  Steinbauer  was Vice President of Finance for  Las  Vegas  Sands,
Inc., the owner of the Sands Hotel & Casino in Las Vegas.  From August

<PAGE>

1988 to April 1989, he worked for McClaskey Enterprises as the General
Manager  of  the  Red  Lion  Inn  & Casino,  handling  the  day-to-day
operations of seven different hotel and casino properties in  northern
Nevada.   Mr. Steinbauer was Property Controller of Bally's Reno  from
1987 to 1988.  Prior to that time, Mr. Steinbauer was employed for  11
years  by  the Hilton Corporation and rose from an auditor to  be  the
Casino  Controller of the Flamingo Hilton in Las Vegas and  later  the
Property Controller of the Reno Hilton.

     Mr.  Kanofsky has been Senior Vice President of Legal Affairs  of
the  Company  since September 1999.  Mr. Kanofsky was in  private  law
practice in Washington, D.C. and Los Angeles, California from 1980  to
September  1999,  most  recently as of counsel  to  and  a  member  of
Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation in
Los  Angeles (1996-1999) and as an associate and partner  in  the  Los
Angeles office of Hughes Hubbard & Reed (1985-1995).  While in private
practice,  Mr. Kanofsky represented the Company as special  securities
counsel  and outside general counsel since April 1993 and April  1998,
respectively.   Mr.  Kanofsky also represented  several  other  gaming
industry  clients  while  in  private practice.   Mr.  Kanofsky  is  a
graduate   of  the  Duke  University  School  of  Law  and  holds   an
undergraduate degree from Washington University in St. Louis.

     Mr.  Tanaka  joined the Company in March 2000 as its Senior  Vice
President  of  Development.   He has over  25  years  of  real  estate
development  experience, most recently with General  Cinema  Theaters,
Inc.  where  he was Senior Vice President of Development  from  August
1995  through  January 2000.  From October 1992 to  August  1995,  Mr.
Tanaka  was  President  of his own company that provided  real  estate
consulting services in the U.S., Mexico and France and also  undertook
its  own real estate development projects.  Mr. Tanaka was with Disney
Development Company from March 1989 to October 1992 where he worked on
a large regional shopping facility that was to be part of Celebration,
one  of Disney's landholdings in Orlando, Florida.  In 1984, he joined
the  Irvine  Company  as Vice President of Retail  and  initiated  the
remodel  of  Fashion  Island  in  Newport  Beach,  California.    From
September  1974 to March 1984, Mr. Tanaka served in various capacities
with  the  Hahn Company, including Project Manager, Vice President  of
Leasing   and  Vice  President  General  Manager  of  the  Development
Division.

     Mr.  Corddry  became  a Director of the Company  in  March  1994.
Mr.  Corddry  served for 28 years with H. J. Heinz Company  ("Heinz"),
retiring  from his position as Senior Vice President-Europe in  August
1992.   Prior  to  that position, Mr. Corddry served  as  Senior  Vice
President in charge of several Heinz domestic affiliates, President of
Ore-Ida  Foods, Inc., a wholly owned subsidiary of Heinz, and  General
Manager  of Product Marketing.  Mr. Corddry was also a member  of  the
Board  of Directors of Heinz from September 1986 until his retirement.
Prior  to  joining  Heinz, he held various brand management  positions
with  Proctor & Gamble Co.  Since 1987, Mr. Corddry has  served  as  a
director of Albertson's, Inc., a major operator of grocery stores.  He
is  also  a member of the Board of Trustees of the American University
in  Cairo, Swarthmore College in Pennsylvania and the Corcoran  Museum
in  Washington, D.C.  Mr. Corddry has previously served on the  boards
of   numerous  food  industry-related  associations  and  educational,
cultural  and  medical facilities, foundations and associations  among
other organizations.

     Mr.  Hodges became a Director of the Company in March 1994.   Mr.
Hodges  has  more  than  30 years of experience  in  the  retail  food
business.   In  April  1994, he became President and  Chief  Executive
Officer  of Mrs. Fields Inc., after serving as President of Food  Barn
Stores, Inc. from July 1991 to March 1994.  He has been a director  of

<PAGE>

Mrs.  Fields  Inc. since April 1993.  From February  1990  to  October
1991,  Mr.  Hodges  served as president of his own  company,  Branshan
Inc., which engaged in the business of providing management consulting
services  to food makers and retailers.  Earlier, Mr. Hodges was  with
American Stores Company for 25 years, where he rose to the position of
President  of  two substantial subsidiary corporations.   Mr.  Hodges'
first management position was as Vice President of Marketing for Alpha
Beta  Co., a major operator of grocery stores in the West.  Mr. Hodges
is  also a director of Coinstar, Inc., an operator of automated, self-
service coin counting and processing machines, Successories Inc., a
manufacturer of motivational home and office decor, Mrs. Fields Original
Cookies and the International Franchise Association.

     Officers serve at the discretion of the Board of Directors.

Board of Directors and Committees

     Directors  are  elected to serve staggered three-year  terms  and
until  their successors are duly elected and qualified.  Each Director
who  is  not  otherwise  employed by the Company  receives  an  annual
Director's fee of $30,000 plus $1,000 for each Board meeting (and each
Board  committee meeting held other than in conjunction with  a  Board
meeting)  attended in person.  Outside Directors participated  in  the
Company's   Non-Employee  Director  Stock  Option   Plan   until   its
termination  in June 1997, at which time the outside Directors  became
eligible  to  participate  in the Company's  Management  Stock  Option
Incentive  Plan.   Outside  Directors participated  in  the  Company's
Management Stock Option Incentive Plan until its termination  in  June
1999,  at  which  time  the  outside  Directors  became  eligible   to
participate  in the Company's 1999 Stock Incentive Plan.  The  Company
also  reimburses  each Director for reasonable out-of-pocket  expenses
incurred  in  his  capacity as a member of the Board of  Directors  or
committees  thereof.   No  payments  are  made  for  participation  in
telephone  meetings  of the Board of Directors or  its  committees  or
actions  taken in writing.  The Board of Directors held four  meetings
during 1999.

     During  1999, the members of the Audit Committee of the Board  of
Directors  were  Messrs.  Corddry,  Hodges  and  McCain.   The   Audit
Committee held three meetings during 1999.  The functions of the Audit
Committee  are  primarily to recommend the selection of the  Company's
independent  public accountants, discuss with them the  scope  of  the
audit,   review   audited  financial  statements,   consider   matters
pertaining to the Company's accounting policies and internal  controls
and  provide  a means for direct communication between the independent
public accountants and the Board of Directors.

     During  1999,  the members of the Compensation Committee  of  the
Board  of  Directors  were Messrs. Corddry, Hodges  and  McCain.   The
Compensation Committee held one meeting during 1999.  The functions of
the  Compensation  Committee are to review and  recommend  salary  and
bonus  levels of executive officers, to review periodically, and  make
recommendations  with respect to, the compensation  structure  of  the
Company,   and  to  administer  the  Company's  stock-based  incentive
compensation plans.

     The  Company has no nominating committee or committee  performing
similar functions.

<PAGE>

     Each  Director attended at least 75% of the total number  of  the
meetings of the Board of Directors and each committee thereof on which
such Director served held during the year ended December 31, 1999.

     The  Company's  Gaming Compliance Program  requires  one  of  the
members  of the Company's Gaming Compliance Committee to be an outside
Director  of the Company.  Mr. Hodges has been appointed by the  Board
of  Directors as the chairman of the Gaming Compliance Committee.  For
these   additional  services  as  a  Director,  Mr.  Hodges   receives
compensation of $1,000 per meeting, whether attended in person  or  by
telephone.   Mr.  Steinbauer is also a member of the Company's  Gaming
Compliance   Committee,  but  he  does  not   receive   any   separate
compensation for these services.

Security Ownership of Certain Beneficial Owners and Management

     The  following  table  sets  forth  certain  information  as   of
April  28,  2000 with respect to persons known by the  Company  to  be
beneficial owners of more than five percent of the Common Stock of the
Company,  as  well  as beneficial ownership by the  Directors  of  the
Company,  the  executive  officers named in the  Summary  Compensation
Table below, and all executive officers and Directors as a group.  The
persons named in the table have sole voting and investment power  with
respect to all shares beneficially owned, unless otherwise indicated.

                                     Common Stock       Percent of
                                     Beneficially      Outstanding
Name of Beneficial Owner                Owned         Common Stock(1)

Craig H. Neilsen                     17,700,000(2)          86.8%
Thomas M. Steinbauer                    101,900(3)(4)          -
Gordon R. Kanofsky                            0                -
Poston S. Tanaka                              0                -
Paul I. Corddry                          27,500(3)             -
Larry A. Hodges                          20,000(3)             -
All executive officers and
 directors as a group (6 persons)    17,849,400             87.0%

(1)Other  than  Mr.  Neilsen, each beneficial owner listed  owns  less
   than 1% of the outstanding Common Stock.
(2)Mr.  Neilsen's mailing address is c/o Ameristar Casinos, Inc., 3773
   Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada  89109.
(3)Includes  the  following number of shares  which  may  be  acquired
   within  60  days by the following persons upon exercise of  options
   held  by  such  persons:   Mr. Steinbauer  -  101,400  shares;  Mr.
   Corddry - 16,500 shares; and Mr. Hodges - 16,500 shares.
(4)Includes  300 shares held jointly by Mr. Steinbauer with  his  wife
   and  with  respect  to  which Mr. and Mrs. Steinbauer  have  shared
   voting and investment power.

<PAGE>

                        EXECUTIVE COMPENSATION

Report  of  the  Compensation Committee  and  Board  of  Directors  on
Executive Compensation

     In  1999,  the Compensation Committee of Ameristar Casinos,  Inc.
consisted  of Larry A. Hodges, Paul I. Corddry and Warren  E.  McCain.
None  of  the  members is an employee or officer of the Company.   The
Compensation  Committee  administered  the  Management  Stock   Option
Incentive Plan until its termination in June 1999, pursuant  to  which
employees  of the Company (including its executive officers)  received
stock option grants.  The Compensation Committee also administers  the
1999  Stock Incentive Plan, pursuant to which employees of the Company
(including  its  executive  officers) may  receive  stock  option  and
restricted  stock  grants.  The Compensation  Committee  also  reviews
salaries  and  other  compensation of the executive  officers  of  the
Company.   None of the actions or recommendations of the  Compensation
Committee in 1999 were modified or rejected by the Board of Directors.

General Compensation Philosophy

     The  Compensation  Committee tries to  compensate  the  Company's
officers  in  a  fashion  that  will  attract,  retain,  motivate  and
appropriately  reward those individuals who are  responsible  for  the
Company's  profitability  and growth.  The compensation  of  executive
officers  has  historically been determined  primarily  on  subjective
factors and competitive requirements.

     In  1999,  all  compensation decisions  were  based  on  strictly
subjective  determinations.  Compensation for the Company's  executive
officers  in  1999 consisted primarily of salary and  a  discretionary
bonus.    Executive  officers  also  participated  in  benefit   plans
available to employees generally, including a medical plan,  a  401(k)
plan, and group life insurance.

     In   making  its  determinations  as  to  the  amount   of   cash
compensation,  the Committee considered, among other things,  (i)  the
Company's  financial results during 1999, (ii) the market  performance
of  the  Company's stock, (iii) the compensation paid to the executive
officers  in  prior years, (iv) the recommendation  of  the  Company's
chief  executive officer, (v) the extraordinary services  rendered  by
the  executive  officers  during the  year  and  (vi)  the  amount  of
compensation  paid  by the Company's competitors  to  their  executive
officers.   No specific weight was assigned to any particular  factor,
except  the Committee did not place significant emphasis on the  stock
price.   The Committee concluded that the market for small cap  gaming
stocks generally, combined with the thin float of the Company's stock,
made  it  unfair to weigh the stock price as a significant measure  of
performance.

     In  1999  the  Compensation Committee, and  the  Chief  Executive
Officer  acting on delegated authority, awarded stock  options  to  26
employees  of the Company or its subsidiaries to purchase an aggregate
of  579,170  shares  of  the Company's Common Stock.   The  per  share
exercise  price for stock option awards covering these  shares  ranged
from  $2.75 to $4.14, with a weighted average per share exercise price
of  $3.52.  Of these options, options covering 100,000 shares at a per
share  exercise price of $3.31 were awarded to Gordon R. Kanofsky,  an
executive officer of the Company.  The Committee believes it  is  both
appropriate and important that the long-term economic interests of its
executive  officers  should be aligned with  those  of  the  Company's
stockholders.

     The  Committee is continuing to examine options for  a  long-term
deferred compensation plan.

<PAGE>

Section 162(m) of the Internal Revenue Code

     Section 162(m) of the Internal Revenue Code disallows a deduction
for  federal  income  tax  purposes  of  most  compensation  exceeding
$1,000,000  in any year paid to the Company's chief executive  officer
and  the  four other most highly compensated executive officers  of  a
publicly-traded corporation.  The Company was not impacted by  section
162(m)  in 1999.  In future years, the Compensation Committee  intends
to  take into account the effect of section 162(m) if the compensation
payable to any executive officer approaches $1,000,000.  However,  the
fact  that  compensation above $1,000,000 may not  be  deductible  for
federal income tax purposes will not necessarily preclude the award of
such  compensation  if  the  Compensation  Committee  believes  it  is
otherwise justified.

Compensation of Chief Executive Officer

     The Company's chief executive officer is in a unique position  in
that  he  owns  approximately  87% of the  outstanding  stock  of  the
Company.   He has not been awarded any options to acquire stock  under
the  Company's stock option plans, and the Compensation  Committee  is
not  inclined  to award him any.  The Compensation Committee  believes
that  the interests of the chief executive officer are already aligned
with  those of the stockholders.  In the opinion of the Committee  the
award of stock options to the chief executive officer will not provide
a material incentive to him.  The Compensation Committee believes that
the  chief executive officer must be compensated primarily by cash and
by  deferred compensation plans.  The Company currently does not  have
any   deferred  compensation  plans,  although  as  noted  above   the
Compensation Committee is investigating such plans.

     In  1999, the Company's chief executive officer received a salary
of  $375,000 and a cash bonus of $375,000.  These are the same  salary
and  bonus  that  the chief executive officer has  received  from  the
Company or a subsidiary since the 1990 fiscal year.

     The  Compensation Committee used strictly subjective  factors  in
deciding  the  bonus amount.  The Compensation Committee considered  a
number of factors including (i) the advancement of the Company and its
subsidiaries  since the chief executive officer assumed leadership  in
1983;  (ii)  the  achievements of the Company in 1999,  including  the
strong  performance  of  the Company's casino  properties  in  Council
Bluffs,  Iowa,  Vicksburg, Mississippi and Jackpot,  Nevada,  and  the
turnaround  of the operating performance of The Reserve in  Henderson,
Nevada;  (iii)  the  fact  the chief executive  officer  is  also  the
majority  stockholder  of  the Company and  thereby  is  significantly
motivated to create long-term increases in stockholder value; (iv) the
fact  the  chief  executive officer has not received a  raise  in  his
salary  or in his cash bonus since 1990; (v) the profitability of  the
Company in 1999; (vi) the performance of the Company's stock in  1999;
and  (vii)  the  fact the chief executive officer requested  that  his
salary and bonus not be increased.  No particular weight was given  to
any factor.  The Committee balanced certain of the factors in the same
manner as discussed above with respect to the other executive officers
of  the  Company.  There is no quantifiable relationship  between  the
Company's performance and the compensation paid to the chief executive
officer.

                                   Compensation Committee
                                   Larry A. Hodges
                                   Paul I. Corddry
                                   Warren E. McCain

<PAGE>

Summary  of  Cash  and Certain Other Compensation of  Named  Executive
Officers

     The  following table sets forth information concerning the annual
and  long-term compensation earned by the Named Executive Officers for
services  rendered  in all capacities to the Company  for  the  fiscal
years  ended  December 31, 1999, 1998 and 1997.  The "Named  Executive
Officers"  include  (i)  each person who  served  as  Chief  Executive
Officer  during 1999 (one person), (ii) each person who (a) served  as
an executive officer at December 31, 1999, (b) was among the four most
highly paid executive officers of the Company, not including the Chief
Executive Officer, during 1999 and (c) earned total annual salary  and
bonus  compensation in 1999 in excess of $100,000 (two  persons),  and
(iii)  up to two persons who would be included under clause (ii) above
had  they  served  as an executive officer at December  31,  1999  (no
persons).

                      SUMMARY COMPENSATION TABLE
<TABLE>

                               Annual Compensation(1)               Long-Term
                                                                 Compensation(4)
                                                        Other         Shares
                                                        Annual      Underlying     All Other
Name and Capcity          Fiscal   Salary      Bonus  Compensation   Options/    Compensation
in Which Served            Year    ($)(2)       ($)      ($)(3)      SARs (#)        ($)(5)

<S>                        <C>    <C>         <C>           <S>      <C>             <C>
Craig H. Neilsen           1999   $375,000    $375,000      -              0         $3,754
Chairman of the Board      1998   $375,000    $375,000      -              0         $3,751
Chief Executive Officer    1997   $375,000    $375,000      -              0         $1,976

Thomas M. Steinbauer       1999   $245,000     $75,000      -              0         $5,067
Senoir Vice President of   1998   $240,000     $75,000      -        132,000         $4,808
Finance and Treasurer      1997   $225,000     $75,000      -              0         $1,976

Gordon R. Kanofsky         1999    $79,635    $131,500      -        100,000             $0
Senior Vice President of
Legal Affairs (6)
</TABLE>
(1)Amounts  shown  include cash compensation earned  for  the  periods
   reported whether paid or accrued in such periods.
(2)As  of  April  28, 2000, the current annual salary levels  for  the
   Named   Executive  Officers  were:   Mr.  Neilsen - $375,000;   Mr.
   Steinbauer  - $252,500; and Mr. Kanofsky - $252,500.  In  addition,
   as  of  April 28, 2000, the annual salary of Poston S. Tanaka,  the
   Company's Senior Vice President of Development, was $200,000.
(3)During  1999, 1998 and 1997, the Named Executive Officers  received
   personal  benefits, the aggregate amounts of which for  each  Named
   Executive  Officer did not exceed the lesser of $50,000 or  10%  of
   the  total  of the annual salary and bonus reported for such  Named
   Executive Officer in such years.
(4)In  the  case  of  Mr. Steinbauer, the number of shares  underlying
   options/SARs  granted in 1998 reflects the December 1998  repricing
   of  outstanding  options  exercisable for 100,000  shares  and  the
   December 1998 grant of options exercisable for 32,000 shares.   The
   Named  Executive  Officers  did not receive  any  restricted  stock
   awards or long-term incentive plan payouts in 1999, 1998 or 1997.
(5)These  amounts represent matching contributions under the Company's
   401(k) plan.
(6)Mr.  Kanofsky became the Company's Senior Vice President  of  Legal
   Affairs  on September 1, 1999, at which time he received a "sign-on
   bonus" of $100,000.

<PAGE>

Option Grants

     The following table sets forth information with respect to grants
of  stock options to the Named Executive Officers during fiscal  1999.
No  stock  appreciation rights were granted by the Company  in  fiscal
1999.
                   OPTIONS/SAR GRANTS IN FISCAL 1999

<TABLE>
                                       % of
                         Number of     Total
                         Securities   Options/
                           Under-       SRAs
                           lying     Granted to                           Potential Realizable Values at
                          Options/   Employees   Exercise                  Assumed Annual Rates of Stock
                            SARs     in Fiscal     Price    Expiration     Appreciation for Option Term
     Name                Granted(#)    Year      ($/Share)     Date            0%     5%        10%
<S>                      <C>           <C>        <C>       <C>               <C>  <C>        <C>
Gordon R. Kanofsky       100,000(1)    17.3%      $3.31     08/03/2009        $0   $208,470   $529,420
</TABLE>

(1)These   options  were  granted  under  the  Company's  1999   Stock
   Incentive  Plan.  The grants were made on August  3,  1999.   These
   options vest at a rate of 20% per year on each anniversary  of  the
   date  of  grant.  The per share exercise price is equal to the  per
   share fair market value of the Common Stock on the date of grant.



Option Exercises and Holdings

     The  following  table  sets  forth  with  respect  to  the  Named
Executive  Officers  information  concerning  the  exercise  of  stock
options during 1999 and unexercised options held as of the end of  the
year.  The Company has never granted stock appreciation rights.

                    AGGREGATED OPTION/SAR EXERCISES
                  AND 1999 YEAR-END OPTION/SAR VALUES
<TABLE>

                                                           Number
                                                       of Unexercised              Value of Unexercised
                          Shares        Value         Options/SARs at           In-the-Money options/SARs
                         Acquired     Realized    at fiscal Year End($)(1)      at Fiscal Year End($)(1)
Name                   on Exercise(#)    ($)     Unexercisable  Exercisable   Unexercisable   Exercisable
<S>                          <C>         <C>        <C>           <C>           <C>             <C>

Craig H. Neilsen             0           $0               0             0             -                -
Thomas M. Steinbauer         0           $0          30,600       101,400       $35,800         $118,640
Gordon R. Kanofsky           0           $0         100,000             0       $50,000                -

</TABLE>
(1)The   values   of  unexercised  in-the-money  options   have   been
   determined  based  on  the closing price of  the  Company's  Common
   Stock  as reported in the Nasdaq-National Market System on December
   31, 1999 ($3.81).

<PAGE>

Employment Agreements

     The   Company  and  Mr.  Steinbauer  entered  into  a  three-year
employment agreement commencing November 15, 1993, which is subject to
automatic renewal for a two-year period at the end of each term unless
terminated  by either party with at least three months' prior  written
notice.   The employment agreement includes a covenant not to  compete
for  a term of one year after termination of the officer's employment.
This  covenant applies only to competing activities within  a  90-mile
radius of the operations of the Company.  The agreement provides  that
in  the  event that Mr. Steinbauer's employment is terminated  by  the
Company  without  "cause" (as defined in the  agreement),  or  by  Mr.
Steinbauer  as  a result of a reduction in his duties or compensation,
he  would be entitled to a severance payment in an amount equal to six
months' base salary.

     The  Company and Mr. Kanofsky entered into a one-year  employment
agreement  with a term commencing September 1, 1999, which is  subject
to  automatic  renewal for a one-year period at the end of  each  term
unless  terminated by either party 30 days prior to the expiration  of
the  then-present term.  The employment agreement includes a  covenant
not  to  compete  for  a  term of one year after  termination  of  the
officer's   employment.   This  covenant  applies  only  to  competing
activities  that target the Las Vegas "locals" market.  The  agreement
provides  that  in  the  event  that  Mr.  Kanofsky's  employment   is
terminated  by  the  Company  without  "cause"  (as  defined  in   the
agreement), or by Mr. Kanofsky generally as a result of a reduction in
his duties or compensation following a "change in control" (as defined
in  the agreement), he would be entitled to a severance payment in  an
amount equal to his annual base salary.

     The  Company  and  Mr.  Tanaka  have  agreed  that  Mr.  Tanaka's
employment  will  be  for an initial term of approximately  one  year,
commencing March 3, 2000, subject to automatic renewal for a  one-year
period  at the end of each term unless terminated by either  party  30
days  prior  to the expiration of the then-present term.  The  Company
has  agreed  that,  in  the  event that  Mr.  Tanaka's  employment  is
terminated  by  the  Company  without  "cause"  (as  defined  in   the
agreement), or by Mr. Tanaka generally as a result of certain  changes
following  a  "change in control" (as defined in the agreement)  or  a
change  in his obligation to report directly to Mr. Neilsen, he  would
be  entitled to a severance payment in an amount equal to six  months'
base  salary.  Mr. Tanaka has agreed that, for a period  of  one  year
after  termination  of  his  employment,  he  will  not  directly   or
indirectly engage in any casino business in the Las Vegas  area.   The
Company  and Mr. Tanaka are currently in the process of finalizing  an
employment agreement that incorporates these terms.

     The Company has not entered into employment or similar agreements
with Mr. Neilsen.

     The  Company  has entered into an indemnification agreement  with
each  of  its  Directors  and  executive officers.   These  agreements
require  the  Company, among other things, to indemnify  such  persons
against  certain liabilities that may arise by reason of their  status
or  service  as Directors or officers (other than liabilities  arising
from  actions  involving intentional misconduct, fraud  or  a  knowing
violation of law), to advance their expenses incurred as a result of a
proceeding  as  to  which they may be indemnified and  to  cover  such
persons under any directors' and officers' liability insurance  policy
maintained  by  the  Company.   These indemnification  agreements  are
separate and independent of indemnification rights under the Company's
Bylaws and are irrevocable.

<PAGE>

Performance Graph

     The  following graph presents a comparison of the performance  of
the  Company's  Common Stock with that of the Standard  &  Poor's  500
Stock  Index and the Dow Jones Entertainment and Leisure-Casinos Index
as of the last trading day of each year from 1994 through 1999.

[PERFORMANCE GRAPH APPEARS HERE; DATA POINTS USED IN PRINTED GRAPH  ARE
PRESENTED BELOW]
<TABLE>
                                            Value of $100.00 Investment
                             12/30/94  12/29/95  12/31/96  12/31/97  12/31/98  12/31/99
<S>                           <C>       <C>       <C>       <C>        <C>       <C>

Ameristar Common Stock        $100.00   $119.44   $144.44   $108.33    $50.00    $84.67
S&P 500 Index                  100.00    134.11    161.29    211.30    267.65    318.87
Dow Jones Entertainment        100.00    132.64    144.67    127.27     87.07    131.58
 and Leisure-Casinos Index
</TABLE>
(1)  The  graph  assumes $100 invested in the Company's Common  Stock,
     the  Standard  &  Poor's   500 Stock  Index  and  the  Dow  Jones
     Entertainment  and Leisure-Casinos Index on December   30,  1994.
     The comparison assumes that all dividends are reinvested.
(2)  The  Dow Jones Entertainment and Leisure-Casinos Index is a stock
     price  index  of   five  gaming companies weighted  on  a  market
     capitalization basis.

<PAGE>

                    CERTAIN TRANSACTIONS

     Commencing  April  1, 1997, Neilsen & Company (a  partnership  in
which  Mr.  Neilsen  owns a controlling equity interest)  leased  from
Lynwood Shopping Center certain of the office space previously  leased
by the Company.  CPI concurrently subleased from Neilsen & Company the
right  to  use  certain  offices in this space and  the  common  areas
through  December 31, 2001.  In 1999, CPI paid $16,775  to  Neilsen  &
Company  for rent and expenses under this sublease in 1998  and  1999.
An  additional  $1,525 was accrued for rent and  expenses  under  this
sublease  in  1999 and was outstanding at December 31, 1999.   Similar
rent  and expenses is expected to be incurred in 2000.  These  offices
support CPI's casino-hotel operations in Jackpot, Nevada, at the Idaho
border due south of Twin Falls.

     The  Company  leases  from  Neilsen &  Company  two  condominiums
located  in  Sun  Valley, Idaho.  The properties  are  leased  by  the
Company   at   an  aggregate  monthly  rental  rate  of  $3,500   plus
maintenance,  supply  and  utility costs.   These  leases  expired  on
December  31,  1998,  and  are continuing on a  month-to-month  basis.
Neilsen  &  Company has proposed renewing these leases at an aggregate
monthly  rental  rate of $3,675 plus maintenance, supply  and  utility
costs,  but  the Company has not yet responded to this proposal.   Any
rental increase is expected to be retroactive to January 1, 1999.  The
properties  are  made  available  by  the  Company  at  no  charge  to
management  personnel  and certain business associates.   The  Company
believes  that  the condominiums are a valuable asset in strengthening
management  morale  and maintaining goodwill with  important  business
contacts.  Management believes that the rental rates paid and proposed
to  be  paid  by  the Company is within the range of  rates  generally
charged for such properties in Sun Valley.

     A  portion of the services of a Company employee were provided to
Neilsen  &  Company  until July 1, 1997, at which time  this  employee
terminated service with the Company and became an employee of  Neilsen
&  Company.  The total estimated amount due to the Company  for  these
services at December 31, 1998 was approximately $25,104 ($13,104 for a
portion   of  the  1996  services  and  $12,000  for  1997  services),
representing  approximately half of the salary and additional  payroll
burden for this employee.  Payment of the outstanding balance has been
deferred pending an analysis of amounts due to Neilsen & Company  from
the  Company  for various services performed by Neilsen & Company  and
amounts  due  to  the  Company  from Neilsen  &  Company  for  certain
telephone expenses paid by the Company on behalf of Neilsen & Company.
Among  others,  the  services provided by Neilsen  &  Company  to  the
Company  included  assistance  with the relocation  of  the  Company's
offices  to  Las  Vegas,  Nevada, litigation and  arbitration  support
services,  licensing  application  assistance  and  accounts   payable
assistance.   In  addition to the foregoing,  Neilsen  &  Company  has
provided  services to the Company during 1999 and 2000  in  connection
with  the  Company's  license application  for  its  potential  casino
project  in  South St. Louis County.  Neilsen & Company  has  not  yet
invoiced  the  Company for these services.  Other  than  this  license
application, Neilsen & Company has provided only minimal  services  to
the Company since 1997.

     Mr.  Neilsen  is the president, director and sole stockholder  of
Intermountain   Express,  Inc.  ("Intermountain"),  a   transportation
concern  that  provides  CPI  with package delivery  services  between
Jackpot  and Twin Falls, Idaho.  Intermountain contracts with CPI  for
the  use of CPI's drivers by Intermountain.  In 1999, CPI paid $35,475
to  Intermountain for package delivery services in 1998 and 1999.   An
additional $10,110 was accrued for services provided in 1999  and  was
outstanding  at December 31, 1999.  CPI charged Intermountain  $28,491
in  1999 for contracted driver services and miscellaneous fuel and van

<PAGE>

maintenance expenses provided by CPI in 1998 and 1999, of which $7,422
remained  outstanding at December 31, 1999.  Management believes  that
these  relationships between CPI and Intermountain are  beneficial  to
the  Company, and these relationships are expected to continue for the
indefinite future.

     The  Company  has  adopted a policy requiring  transactions  with
affiliates to be on terms no less favorable to the Company than  could
be   obtained  from  unaffiliated  parties.   Each  of  the  completed
transactions  described  above  has been  approved  by  the  Board  of
Directors.   In  the  opinion of management, the terms  of  the  above
transactions were at least as fair to the Company as could  have  been
obtained from unaffiliated parties.



                               FORM 10-K

     ACI will furnish without charge to each stockholder, upon written
request  addressed  to  ACI  c/o Debbie  Pierce,  3773  Howard  Hughes
Parkway,  Suite 490 South, Las Vegas, Nevada  89109,  a  copy  of  its
Annual  Report  on  Form  10-K for the year ended  December  31,  1999
(excluding  the  exhibits thereto), as filed with the  Securities  and
Exchange  Commission.  The Company will provide a copy of the exhibits
to its Annual Report on Form 10-K for the year ended December 31, 1999
upon  the  written  request of any beneficial owner of  the  Company's
securities  as  of  the  record  date  for  the  Annual  Meeting   and
reimbursement  of  the  Company's reasonable expenses.   Such  request
should be addressed to ACI c/o Debbie Pierce at the above address.



                     FUTURE STOCKHOLDER PROPOSALS

     Any  stockholder proposal intended to be presented  at  the  2001
Annual  Meeting of Stockholders must be submitted sufficiently far  in
advance so that it is received by ACI not later than January 16, 2001.
In  the  event that any stockholder proposal is presented at the  2001
Annual  Meeting  of  Stockholders other than in  accordance  with  the
procedures  set  forth  in Rule 14a-8 of the Securities  and  Exchange
Commission,  proxies  solicited by the Board  of  Directors  for  such
meeting will confer upon the proxy holders discretionary authority  to
vote  on  any matter so presented of which the Company does  not  have
notice prior to March 31, 2001.



                             OTHER MATTERS

     The  Company's independent public accountants for the fiscal year
ended  December  31,  1999 were Arthur Andersen  LLP,  which  firm  is
expected  to  be appointed to serve in such capacity for  the  current
year.   A  representative of Arthur Andersen LLP  is  expected  to  be
present at the meeting with the opportunity to make a statement if  he
or she so desires and to respond to appropriate questions.

     Neither the Company nor any of the persons named as proxies knows
of  matters other than those stated above to be voted on at the Annual
Meeting.  However, if any other matters are properly presented at  the

<PAGE>

meeting,  the  persons  named as proxies  are  empowered  to  vote  in
accordance with their discretion on such matters.

     The  Annual Report of ACI for the fiscal year ended December  31,
1999  accompanies this proxy statement, but it is not to be  deemed  a
part of the proxy soliciting material.


                   PLEASE COMPLETE, SIGN AND RETURN
                      THE ENCLOSED PROXY PROMPTLY

                        AMERISTAR CASINOS, INC.

                         By order of the Board of Directors

                         /s/ Craig H. Neilsen

                         Craig H. Neilsen
                         President and
                         Chief Executive Officer


Las Vegas, Nevada
May 17, 2000
                              REVOCABLE PROXY

                          AMERISTAR CASINOS, INC.
              ANNUAL MEETING OF STOCKHOLDERS - JUNE 16, 2000

     The   undersigned  stockholder(s)  of  Ameristar  Casinos,  Inc.  (the
"Company") hereby nominates, constitutes and appoints Craig H. Neilsen  and
Thomas  M. Steinbauer, and each of them, the attorney, agent and  proxy  of
the  undersigned,  with full power of substitution, to vote  all  stock  of
Ameristar  Casinos, Inc. which the undersigned is entitled to vote  at  the
Annual  Meeting  of Stockholders of the Company to be held at  The  Reserve
Hotel & Casino located at 777 W. Lake Mead Drive, Henderson, Nevada  89015,
at  2:00  p.m.  (local  time) on Friday, June 16, 2000,  and  any  and  all
adjournments  or  postponements  thereof,  with  respect  to  the   matters
described in the accompanying Proxy Statement, and in their discretion,  on
such  other  matters which properly come before the meeting, as  fully  and
with  the  same force and effect as the undersigned might or  could  do  if
personally present thereat, as follows:

1.  Election of        [ ] AUTHORITY GIVEN       [ ] WITHHOLD AUTHORITY
    Directors              to vote for the           to vote for the
                           nominees listed below     nominees.
                           (except as indicated
                           to the contrary below)

  (INSTRUCTIONS:  To withhold authority to vote for any nominee, strike a
                         line through such nominee's name below.)
     Class B Directors:  Thomas M. Steinbauer          Paul I. Corddry

2.   To  transact  such  other  business as may properly  come  before  the
     Meeting  and any adjournment or adjournments or postponements thereof.
     Management currently knows of no other business to be presented by  or
     on behalf of the Company or its Board of Directors at the Meeting.

  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
    REVOKED PRIOR TO ITS EXERCISE.  PLEASE SIGN AND DATE ON THE REVERSE
                            SIDE OF THIS PROXY.


     THE  BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" FOR THE
ELECTION  OF DIRECTORS.  THE PROXY CONFERS AUTHORITY TO AND SHALL BE  VOTED
"AUTHORITY  GIVEN" FOR THE ELECTION OF DIRECTORS UNLESS OTHER  INSTRUCTIONS
ARE  INDICATED,  IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE  WITH
SUCH INSTRUCTIONS.

     IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

                                   Dated:                        , 2000


                                   (Please print name)

                                   (Signature of Stockholder)

                                   (Please print name)

                                   (Signature of Stockholder)

                                   Please  date  this Proxy  and  sign
                                   your  name  as it appears  on  your
                                   stock   certificates.   (Executors,
                                   administrators,   trustees,   etc.,
                                   should give their full titles.  All
                                   joint owners should sign).
                                   I do [] do not [] expect to attend the
                                   Meeting.
                                   Number of Persons:



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