AMERISTAR CASINOS INC
10-Q, 2000-08-14
MISCELLANEOUS AMUSEMENT & RECREATION
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                               - 1 -


                           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  JUNE 30, 2000

                                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  August 12, 2000, 20,400,934 shares of Common Stock  of  the
registrant were issued and outstanding.

                      AMERISTAR CASINOS, INC.
                             FORM 10-Q

                               INDEX

                                                         Page No(s).

Part I.  FINANCIAL INFORMATION

  Item 1.Financial Statements:

          A.   Condensed Consolidated Balance
               Sheets at December 31, 1999 and
               June 30, 2000 (unaudited)                    3 - 4

          B.   Condensed Consolidated Statements
               of Operations (unaudited) for the
               three and six months ended June 30,
               1999 and June 30, 2000                         5

          C.   Condensed Consolidated Statements
               of Cash Flows (unaudited) for the
               six months ended June 30, 1999 and
               June 30, 2000                                  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 - 15

  Item 3.Quantitative and Qualitative Disclosures
          about Market Risk                                  15


Part II.  OTHER INFORMATION

  Item 5.Other Information                                   16

  Item 6.Exhibits and Reports on Form 8-K                    16


SIGNATURE                                                    16

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                 AMERISTAR CASINOS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                              (IN THOUSANDS)

                                  ASSETS

                                       December 31,       June 30,
                                           1999             2000
                                                         (Unaudited)

CURRENT ASSETS:

     Cash and cash equivalents           $15,531          $ 15,330
     Restricted cash                         142               156
     Accounts receivable, net              2,080             1,605
     Income tax refund receivable          1,450             2,358
     Inventories                           3,268             3,010
     Prepaid expenses and other expenses   5,162             6,078
     Deferred income taxes                 3,717             3,480
                                         -------           -------
          Total current assets            31,350            32,017

PROPERTY AND EQUIPMENT AND LEASEHOLD
  INTERESTS, net of accumulated
  depreciation and amortization of
  $108,949 and $120,574, respectively    328,617           330,815

EXCESS OF PURCHASE PRICE OVER FAIR MARKET
  VALUE OF NET ASSETS ACQUIRED            14,651            14,453

DEPOSITS AND OTHER ASSETS                  4,027             3,352
                                         -------           -------
                                       $ 378,645         $ 380,637
                                         =======           =======
              <PAGE>AMERISTAR CASINOS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (CONTINUED)
                              (IN THOUSANDS)

                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                       December 31,       June 30,
                                           1999             2000
                                                         (Unaudited)

CURRENT LIABILITIES:

     Accounts payable                    $ 9,204          $  6,522
     Construction contracts payable        6,341             2,455
     Accrued liabilities                  29,539            29,219
     Current obligations under
       capitalized leases                  2,413             2,330
     Current maturities of notes payable
       and long-term debt                 10,615             9,803
                                          ------            ------
          Total current liabilities       58,112            50,329

OBLIGATIONS UNDER CAPITALIZED LEASES,
  net of current maturities               11,037             4,158

NOTES PAYABLE AND LONG-TERM DEBT,
  net of current maturities              231,853           244,163

DEFERRED INCOME TAXES                      9,474            11,481

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 -
       20,375,264 shares at December 31,
       1999 and 20,389,034 shares at
       June 30, 2000                         204               204
     Additional paid-in capital           43,083            43,119
     Retained earnings                    24,882            27,183
                                          ------            ------
          Total stockholders' equity      68,169            70,506
                                         -------           -------
                                        $378,645          $380,637
                                         =======           =======
                                  <PAGE>
                 AMERISTAR CASINOS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                (UNAUDITED)

                                       Three Months        Six Months
                                      Ended June 30,     Ended June 30,
                                      1999      2000    1999       2000
REVENUES:
   Casino                           $62,865   $70,064  $120,949  $139,002
   Food and beverage                 12,286    13,328    23,708    26,321
   Rooms                              4,558     4,768     8,409     8,778
   Other                              2,628     3,120     5,014     5,766
                                    -------   -------   -------   -------
                                     82,337    91,280   158,080   179,867
   Less:  Promotional allowances      6,109     7,159    11,815    14,054
                                    -------   -------   -------   -------
       Net revenues                  76,228    84,121   146,265   165,813

OPERATING EXPENSES:
   Casino                            29,097    33,241    56,028    64,499
   Food and beverage                  8,222     8,834    15,664    16,645
   Rooms                              1,631     1,816     3,154     3,385
   Other                              2,473     3,018     4,830     5,600
   Selling,  general and
     administrative                  21,543    24,054    40,814    44,261
   Depreciation and amortization      5,893     7,155    12,173    14,086
                                     ------    ------   -------   -------
       Total operating expenses      68,859    78,118   132,663   148,476

Income from operations                7,369     6,003    13,602    17,337

OTHER INCOME (EXPENSE):
   Interest income                      118        27       178        72
   Interest expense                  (6,150)   (6,429)  (12,247)  (13,147)
   Other                                (40)     (280)     (409)     (626)
                                      -----     -----    ------    ------
INCOME  (LOSS)  BEFORE INCOME
  TAX PROVISION                       1,297      (679)     1,124    3,636
   Income tax provision (benefit)       518      (196)       458    1,335
                                      -----     -----      -----    -----
NET INCOME (LOSS)                   $   779    $ (483)  $    666  $ 2,301
                                      =====     =====      =====    =====
EARNINGS (LOSS) PER SHARE:
   Basic.......................     $   0.04   $ (0.02) $   0.03  $  0.11
   Diluted.....................     $   0.04   $ (0.02) $   0.03  $  0.11

WEIGHTED AVERAGE SHARES OUTSTANDING:
   Basic........................      20,360     20,387   20,360   20,382
   Diluted......................      20,360     20,387   20,360   20,712
              <PAGE>AMERISTAR CASINOS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (IN THOUSANDS)
                                (UNAUDITED)

                                                   Six Months
                                                 Ended June 30,
                                                1999        2000

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                  $  666       $2,301
                                               -----        -----
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
     Depreciation and amortization            12,173       14,086
     Amortization of debt issue costs            334          334
     Change in deferred income taxes           1,022        2,244
     Net loss on disposition of assets           409          626
     Decrease (increase) in other current
       assets                                    200         (197)
     Decrease (increase) in income tax refund
       receivable                                727         (908)
     Increase (decrease) in other current
       liabilities                             2,961       (3,002)
                                              ------        -----
  Total adjustments                           17,826       13,183
                                              ------       ------
Net cash provided by operating activities     18,492       15,484
                                              ------       ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                       (10,857)     (18,472)
  Decrease in construction contracts payable    (913)      (3,886)
  Proceeds from sale of assets                   694        1,798
  (Increase) decrease in deposits and other
     non-current assets                         (144)         341
                                              ------       ------
Net cash used in investing activities        (11,220)     (20,219)
                                              ------       ------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of notes payable and
     long-term debt                              250       10,000
  Principal payments of notes payable, long-
     term debt and capitalized leases         (2,466)      (5,502)
  Issuance of shares upon exercise of stock
     options                                     -             36
                                               -----        -----
Net cash (used in) provided by financing
  activities                                  (2,216)       4,534
                                               -----        -----
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                  5,056         (201)

CASH AND CASH EQUIVALENTS - BEGINNING OF
  PERIOD                                      18,223       15,531
                                              ------       ------
CASH AND CASH EQUIVALENTS - END OF PERIOD    $23,279      $15,330
                                              ======       ======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid for interest (net of amounts
     capitalized)                            $12,034      $13,679
  Assets purchased with long-term debt       $    44      $    38
<PAGE>
             AMERISTAR CASINOS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED 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 Pete's, 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. ("ACFSI"), a purchasing subsidiary,
AC  Hotel  Corp. ("ACHC"), a wholly owned subsidiary of  ACVI  that
owns and operates the Ameristar Hotel in Vicksburg, Mississippi and
Ameristar  Casino St. Louis, Inc. ("ACSLI"), a subsidiary organized
in  connection  with the Company's pursuit of a gaming  license  in
South  St.  Louis  County, Missouri.  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.  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, an African safari and big game reserve themed
facility in the Henderson-Green Valley suburban area of Las  Vegas,
Nevada.

     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 Company's financial position and its 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, 1999.

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. as Agent Bank,
Arranger and Swingline Lender. The Borrowers do not include  ACFSI,
ACHC  or  ACSLI.  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.  One of these covenants prohibits the  Company
from investing more than $2 million in any subsidiary that is not a
Borrower under the Revolving Credit Facility.  As of June 30, 2000,
the  Company  had invested approximately $2.47 million for  ACSLI's
potential casino development in St. Louis County.  The Company  has
requested  a waiver from the lenders for these expenditures,  which
the  Company  believes will be granted.  As of June 30,  2000,  the
Company  was  in  compliance  with  all  of  the  Revolving  Credit
Facility's other 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  other  than ACSLI, which has  no  operations  and  no
material assets or liabilities (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  other  than  ACSLI.
Ameristar  is  a holding company with no operations independent  of
those  of  the Guarantors and no substantial 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  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.

     On March 1, 2000, ACVI exercised its purchase option on one of
the  parcels  of  the Ameristar Vicksburg site that had  previously
been   under  lease.   The  purchase  price  for  the  parcel   was
approximately  $4.6 million and was paid for by ACVI entering  into
two promissory notes in favor of the Seller of the parcels, one  in
the principal amount of $250,000 and one in the principal amount of
approximately  $4.3  million.  The $250,000 promissory  note  bears
interest  at  the  rate  of  10.0% per annum,  with  principal  and
interest  payable  in  12  equal monthly  installments.   The  $4.3
million  promissory note bears interest at the rate  of  10.0%  per
annum,  with  principal  and  interest  payable  in  equal  monthly
installments through February 1, 2024.

     On May 1, 2000, ACVI exercised its purchase option on a second
parcel  of the Vicksburg site that had previously been under lease.
The  purchase price for this parcel was approximately $1.3 million,
of  which ACVI paid $125,000 upon closing and executed a promissory
note  for approximately $1.2 million.  The promissory note  matures
on  May  1, 2010.  Pursuant to the promissory note, ACVI must  make
monthly  principal  and interest payments, with the  interest  rate
being reset each year at a rate equal to 1.0% above the prime  rate
(as defined).  The interest rate is currently 10.0%.

NOTE 3 - EARNINGS (LOSS) PER SHARE

     The  Company  computes earnings per share in  accordance  with
Statement  of Financial Accounting Standards No. 128 ("SFAS  128"),
"Earnings  Per  Share."  SFAS  128  requires  the  computation  and
presentation  of  basic  and diluted earnings  per  share  for  all
periods  for  which an income statement is presented.   Outstanding
stock  options  issued by the Company represent the  only  dilutive
securities.

     Options  to  purchase  approximately 1,286,000  and  1,535,928
shares  of common stock were outstanding at June 30, 1999 and  June
30,  2000, respectively, at exercise prices ranging from  $2.64  to
$16.00 for both of the periods.  For the six months ended June  30,
2000,   approximately  329,744  options  were   included   in   the
computation  of  diluted earnings per share for which  the  average
market  price  of  the Company's common shares  during  the  period
exceeded the options' exercise prices.  For the three and six month
periods  ended June 30, 1999, the outstanding shares did not  cause
any  material dilution of the earnings per share.  For  the  three-
month  period  ended  June  30, 2000, no outstanding  options  were
included in the computation of diluted loss per share because to do
so would have been anti-dilutive.
<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  Pete's,  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 (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  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.

Summary of Operating Results

     Ameristar had record growth in revenues for the three and  six
months  ended  June 30, 2000.  Consolidated net  revenues  for  the
three  months  ended June 30, 2000 increased to $84.1  million,  an
increase  of  10.4 percent compared to $76.2 million for  the  same
quarter  in 1999.  Net revenues for the six months ended  June  30,
2000 were $165.8 million compared to  $146.3 million in 1999.  Each
of  the Company's properties achieved increases in revenues in  the
second  quarter  with  Ameristar Council  Bluffs  and  The  Reserve
reporting the greatest percentage gains.  The growth in revenues is
primarily  the  result  of  casino and parking  expansions  at  the
Company's   Iowa   and  Mississippi  properties,  the   companywide
introduction  of  new technology slot machines  and  the  strategic
implementation of enhanced marketing programs.

     Income  from  operations for the three months ended  June  30,
2000  was $6.0 million, a decrease of 18.5 percent compared to $7.4
million  for  the  same  period in 1999.  The  Company's  operating
income  margin  (operating income as a percentage of net  revenues)
decreased to 7.1 percent for the three months ended June  30,  2000
compared  to  9.7  percent  for the same  period  in  1999.   Total
operating  expenses  as a percentage of net revenues  increased  to
92.9  percent  for  the  second quarter of 2000  compared  to  90.3
percent  for the second quarter of 1999. The increase in  operating
expenses, and corresponding decrease in income from operations  and
operating  income margin, resulted primarily from costs  associated
with  the  Company's unsuccessful bid for a gaming license  in  St.
Louis  County, Missouri, increased depreciation related to property
improvements  and  new  gaming equipment  and  increased  marketing
costs.   The increased marketing costs resulted from the  Company's
implementation of an aggressive marketing strategy at three of  its
properties  using  a variety of concurrent marketing  campaigns  as
part of the successful effort to increase <PAGE>revenues and market
share.   For  the  six  months ended June  30,  2000,  income  from
operations  reached an all time high of $17.3 million  compared  to
$13.6 million for the same period in 1999.

     Net  loss for the quarter ended June 30, 2000 was $0.5 million
compared  to  a net income of $0.8 million for the same  period  in
1999.  For the six months ended June 30, 2000, net income was  $2.3
million compared to $0.7 million for the first six months of  1999.
The  Company  had a loss per share for the quarter ended  June  30,
2000  of $0.02 compared to earnings per share of $0.04 for the same
quarter  in 1999.  Earnings per share for the first six  months  of
2000 were $0.11 compared to $0.03 for the first six months of 1999.

Operating Results by Property

     Ameristar  Council Bluffs posted its third consecutive  record
quarter  for  net revenues. Net revenues of $32.2 million  for  the
quarter  ended  June  30, 2000 were 13.8 percent  higher  than  net
revenues  of $28.3 million for the same quarter in 1999.   For  the
six  months  ended June 30, 2000, net revenues were  $64.3  million
compared  to  $53.6 million for the same period  in  1999,  a  20.0
percent  increase.  The  total Council Bluff's  gaming  market  has
increased by 11.5% for the six months ended June 30, 2000  compared
to  the  same period in 1999.  Operating income decreased  by  $0.2
million or 2.9 percent for the three months ended June 30, 2000 and
increased by $2.8 million or 28.0 percent for the six months  ended
June  30,  2000 compared to the same periods in 1999.  Strong  slot
revenues  resulting  from the casino expansion and  new  technology
slot  machine  upgrades,  combined  with  an  aggressive  marketing
strategy, were the primary factors contributing to record  revenues
for  the quarter.  Operating income for the second quarter declined
in  spite  of  the increased revenues due largely to  increases  in
marketing   costs,  payroll,  benefits  and  depreciation   expense
associated  with the property's recent improvements and new  gaming
equipment.

     The  Jackpot Properties' net revenues increased by 4.2 percent
to  $15.8 million for the three months ended June 30, 2000 compared
to  $15.2 million for the same period in 1999.  For the six  months
ended  June  30, 2000, net revenues were $30.4 million compared  to
$28.3  million for the same period in 1999, a 7.2 percent increase.
Operating  income  decreased  to $2.4  million  and  $5.0  million,
respectively,  for  the second quarter and six-month  period  ended
June  30, 2000, compared to $3.5 million and $5.9 million  for  the
same periods in 1999.  The increases in net revenues are attributed
primarily  to  increased play on slot machines and  the  property's
active promotional campaign.  However, the increase in net revenues
was   offset  by  an  increase  in  operating  expenses  (primarily
increases   in   employee  benefits,  complimentary  expenses   and
marketing  costs).   Cost-control  measures  and  increased   labor
efficiencies  continue at the Jackpot Properties in  an  effort  to
increase the overall operating performance.

       Ameristar Vicksburg maintained its position as the  dominant
gaming revenue market leader in Warren County, Mississippi with net
revenues of $20.4 million for the second quarter of 2000 and  $41.1
million  for the first six months of 2000 compared to $19.3 million
and  $38.4  million, respectively, for the same  periods  in  1999.
Operating  income was $3.7 million for the second quarter  of  2000
and  $9.1  million for the six months ended June 30, 2000, compared
to  $4.0  million  and  $7.6 million, respectively,  for  the  same
periods   in   1999.   The  revenue  improvements  were   primarily
attributable to increased casino revenues from the expanded  casino
and  the upgraded slot product (an increase of 300 additional  slot
machines   or   35  percent)  and  improved  marketing  strategies.
Improved  revenues  were  partially offset by  increased  operating
costs,   including  increases  in  marketing  costs  and  increased
depreciation  related  to  property  improvements  and  new  gaming
equipment.

     The  Reserve  Hotel Casino experienced significant improvement
in  operating  results  for the six months  ended  June  30,  2000,
compared  to the six months ended June 30, 1999. During the  second
quarter  of  2000, management continued to initiate  strategies  to
drive  revenues  and capture market share. As  a  result  of  these
implementations, net revenues for the quarter ended June  30,  2000
increased  16.0 percent compared to the same period in  1999.   Net
revenues  for  the  six months ended June 30,  2000  were  up  15.8
percent  over the corresponding period in 1999.  The Reserve's  net
gaming revenues for the quarter ended June 30, 2000 <PAGE>increased
17.8 percent compared to an increase of 4.7 percent for the Boulder
Strip  generally.  The Reserve reduced its operating loss  to  $0.2
million  for  the quarter ended June 30, 2000 and $0.7 million  for
the  six months ended June 30, 2000 compared to its operating  loss
of  $2.1  million  and  $4.0 million, respectively,  for  the  same
periods  in 1999.  The Company continues to seek further  operating
improvements  at  The Reserve through enhanced  revenues  and  cost
controls.

Consolidated Revenues and Expenses

     On  a  consolidated basis for the quarter ended June 30,  2000
compared  to  the  quarter  ended June 30,  1999,  casino  revenues
increased  $7.2  million  or 11.5 percent.   The  increase  is  due
primarily to the improved casino results previously discussed. Food
and beverage revenues for the quarter ended June 30, 2000 increased
$1.0  million or 8.5 percent compared to the same period  in  1999.
The  improvement was due to increased prices and additional  covers
in  the  food and beverage outlets.  Room revenues for the  quarter
ended  June 30, 2000 increased $0.2 million or 4.6 percent compared
to  the  same  period in 1999 as a result of an increase  in  hotel
occupancy and a slight increase in average rates.

     For  the  quarter ended June 30, 2000, compared  to  the  same
period  in  1999,  casino expenses increased $4.1 million  or  14.2
percent.  This  increase  relates  to  increases  in  gaming  taxes
associated with the increased casino revenues, as well as increases
in  player  club  cash payouts, cost of casino complimentaries  and
employee compensation and benefits.  Casino expenses increased $8.5
million  or  15.1 percent for the six months ended  June  30,  2000
compared to the same period in the prior year for the same reasons.
Food  and  beverage expenses for the quarter ended  June  30,  2000
increased $0.6 million or 7.4 percent compared to the first quarter
in  1999 and increased by $1.0 million, or 6.3 percent, for the six
months  ended  June 30, 2000. The increase is due to the  increased
cost  of  product  associated with the increase in revenues.  Rooms
expenses for the quarter ended June 30, 2000 increased by less than
$0.2  million or 11.3 percent compared to the first quarter in 1999
due to a slight increase in employee compensation.

     Selling,   general  and  administrative  expenses   (including
utilities and maintenance and business development) increased  $2.5
million  or  11.7 percent for the quarter ended June 30,  2000  and
increased  $3.4 million or 8.4% for the six months ended  June  30,
2000  compared to the same periods in 1999, respectively.  This  is
primarily   the  result  of  the  development  costs  incurred   in
connection with the Company's unsuccessful bid for a gaming license
in  South St. Louis County, Missouri (described more fully  below),
as  well  as  increased  marketing  expenses  associated  with  the
Company's implementation of an aggressive marketing strategy in the
second  quarter of 2000.  An increase in corporate overhead related
to   increased   corporate   staffing  levels   and   the   greater
centralization of certain management functions also contributed  to
this increase.

     Depreciation expense for the three months ended June 30,  2000
and  the six months ended June 30, 2000 increased $1.3 million,  or
21.4  percent,  and   $1.9 million, or 15.7 percent,  respectively,
over  the  same  periods in 1999.  This is  primarily  due  to  the
inclusion  of new slot product and expansion projects at  Ameristar
Council Bluffs and Ameristar Vicksburg in the Company's depreciable
basis for the current period, partially offset by certain assets in
Vicksburg that are now fully depreciated and are no longer included
in depreciation expense.

     Development costs for the St. Louis County project  were  $1.4
million  for the three months ended June 30, 2000 and $1.9  million
for  the  six  months ended June 30, 2000 and  had  the  effect  of
reducing income from operations by these amounts for the respective
periods.   These  expenditures also  had  the  effect  of  reducing
earnings per share (net of tax benefits) by $0.04 and $0.06 for the
three-  and  six-month periods ended June 30,  2000,  respectively.
The  St. Louis County expenses reduced the operating income  margin
by  1.7  percent  and  1.1  percent for the  three-  and  six-month
periods, respectively.

     Interest expense increased $0.3 million or 4.5 percent for the
three months ended June 30, 2000 and increased $0.9 million or  7.3
percent for the six months ended June 30, 2000 compared to the same
periods  in  <PAGE>1999.  The increased interest  expense  for  the
quarter  reflects  the  additional debt  incurred  to  finance  the
Company's various expansion projects and higher interest  rates  on
those   borrowings,  offset  by  capitalization  of   interest   in
connection with expansion projects.

     The  Company's effective federal income tax rate for the three
months  ended June 30, 2000 and the six months ended June 30,  2000
was 28.9 percent and 36.7 percent, respectively, versus the federal
statutory rate of 34 percent.  The difference between the effective
rate and the statutory rate is due to certain expenses deducted  in
the  current period for financial reporting purposes which are  not
deductible for tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

     Cash flows provided by operating activities were $15.5 million
for  the  six months ended June 30, 2000 compared to $18.5  million
for  the  six  months ended June 30, 1999.  The  majority  of  this
decrease is due to cash used to pay down trade payables.

     Cash flows used in investing activities were $20.2 million for
the  six  months ended June 30, 2000 compared to $11.2 million  for
the  six months ended June 30, 1999.  The increase is due primarily
to   an  increase  in  capital  expenditures  and  a  decrease   in
construction  contracts  payable.  Capital  expenditures  of  $18.5
million for the six months ended June 30, 2000 primarily relate  to
expansion  projects  at  Ameristar  Council  Bluffs  and  Ameristar
Vicksburg  ($7.8  million), the purchase of new  slot  machines  at
Ameristar  Vicksburg, the Jackpot Properties and The Reserve  ($7.3
million)   and   other  capital  expenditures  for  equipment   and
maintenance at each of the properties.

     Cash  flows provided by financing activities were $4.5 million
for the six months ended June 30, 2000 compared to $2.2 million  of
cash  flows  used  for the six months ended  June  30,  1999.   The
increase is due primarily to an increase in borrowings incurred  to
finance the Company's various expansion projects.

     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), a purchasing subsidiary or Ameristar  Casino
St. Louis, Inc ("ACSLI"), a subsidiary organized in connection with
the  Company's  pursuit  of a gaming license  in  South  St.  Louis
County,  Missouri.   At  June 30, 2000, the  outstanding  principal
balance  of the Revolving Credit Facility was $115.0 million.   The
maximum  available borrowings under the agreement at July 1,  2000,
was $115.0 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 June 30, 2000,
the  Borrowers have taken LIBOR draws totaling $115.0 million  with
an average interest rate of approximately 10.3 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  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 six months ended June 30, 2000, the Company did not  incur
any  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.

     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'
<PAGE>rolling  four-quarter EBITDA (as defined),  multiplied  by  a
factor  that varies over time and which is currently 4.50.   As  of
June  30, 2000, borrowings under the Revolving Credit Facility  and
the  total  funded  debt of the Borrowers were  approximately  2.12
times and 4.22 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  plus  90
percent  of net income as of the end of each quarter.  In addition,
one  of  these covenants prohibits the Company from investing  more
than $2 million in any subsidiary that is not a Borrower under  the
Revolving  Credit Facility.  As of June 30, 2000, the  Company  had
invested  approximately $2.47 million for ACSLI's potential  casino
development  in  St.  Louis County.  The Company  has  requested  a
waiver  from the lenders for these expenditures, which the  Company
believes will be granted.  As of June 30, 2000, the Company was  in
compliance with all other covenants. At June 30, 2000, the  maximum
amount  available  under the Revolving Credit Facility  was  $120.0
million.

     Ameristar  issued $100 million in 10-1/2% Senior  Subordinated
Notes due 2004 (the "Senior Subordinated Notes") under an Indenture
dated  July  15, 1997 (the "Indenture").  In addition to  Ameristar
and  the trustee, all of Ameristar's subsidiaries other than  ACSLI
(the "Guarantors") are parties to the Indenture for the purpose  of
guaranteeing (the "Guarantees") payments on the Senior Subordinated
Notes.   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 less 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
June 30, 2000.

     On March 1, 2000, ACVI exercised its purchase option on one of
the  parcels  of  the Ameristar Vicksburg site that had  previously
been   under  lease.   The  purchase  price  for  the  parcel   was
approximately  $4.6 million and was paid for by ACVI entering  into
two promissory notes in favor of the Seller of the parcels, one  in
the principal amount of $250,000 and one in the principal amount of
approximately  $4.3  million.  The $250,000 promissory  note  bears
interest  at  the  rate  of  10.0% per annum,  with  principal  and
interest  payable  in  12  equal monthly  installments.   The  $4.3
million  promissory note bears interest at the rate  of  10.0%  per
annum,  with  principal  and  interest  payable  in  equal  monthly
installments through February 1, 2024.

     On May 1, 2000, ACVI exercised a second purchase option on one
of  the parcels of the Ameristar Vicksburg site that had previously
been   under  lease.   The  purchase  price  for  the  parcel   was
approximately <PAGE>$1.3 million, of which ACVI paid $125,000  upon
closing  and  executed  a  promissory note for  approximately  $1.2
million.  The promissory note matures on May 1, 2010.  Pursuant  to
the  promissory note, ACVI must make monthly principal and interest
payments,  with the interest rate being reset each year at  a  rate
equal to 1.0% above the prime rate (as defined).  The interest rate
is currently 10.0%.

     At   June  30,  2000,  the  Company  had  other  indebtedness,
including  obligations under capitalized leases,  in  an  aggregate
principal amount of approximately $39.8 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
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" and Note  5  to  the  Company's
Audited  Financial Statements in Ameristar's Annual Report on  Form
10-K for the fiscal year ended December 31, 1999.

     The  covenants under the Revolving Credit Facility  limit  the
Company's  ability  to  make  capital  expenditures  in  excess  of
specific  permissible  amounts.  However,  the  lenders  under  the
Revolving   Credit  Facility  have  waived  the   maximum   capital
expenditure   limitation  under  the  Revolving   Credit   Facility
specifically  for  certain  projects at Ameristar  Council  Bluffs,
Ameristar  Vicksburg  and The Reserve.  The waiver  permits  fiscal
1999  and 2000 capital expenditure projects to exceed the limit  by
approximately $43.3 million.

     Consolidated capital expenditures during the first six  months
of  2000  were  $18.5 million. Management currently estimates  that
total  capital  expenditures for the remaining six months  of  2000
will  be approximately $15 million.  However, the amount of capital
expenditures  may vary based on budget modifications,  construction
schedule  changes and other factors.  The Company expects  to  fund
any  such  capital  expenditures out of draws under  the  Revolving
Credit  Facility, cash on hand, operating cash flows  and  purchase
money  and lease financing related to the acquisition of furniture,
fixtures and equipment (including gaming equipment).

     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 decreases of $6.4 million  in
cash  flow  from operations and $0.1 million in EBITDA  during  the
three  months  ended June 30, 2000 compared to the same  period  in
1999.   As  discussed above in "Results of Operations - Summary  of
Operating  Results"  and  "Results  of  Operations  -  Consolidated
Revenues and Expenses," this decrease resulted primarily from costs
associated with the Company's unsuccessful bid for a gaming license
in  St.  Louis County, Missouri, increased depreciation related  to
property  improvements  and  new  gaming  equipment  and  increased
marketing  costs.  No assurances can be given with respect  to  the
amount  of  operating cash flow or EBITDA of the  Company  for  any
future  period  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 2000
that could not be funded out of amounts anticipated to be available
<PAGE>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 above,
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.

FORWARD LOOKING STATEMENTS

     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,  the
ability   of   the  Company  to  undertake  and  complete   capital
expenditure projects and regulatory restrictions that could  affect
the  Company.  Accordingly, actual results could differ  materially
from  those  contemplated  by the forward-looking  statements.   In
addition  to  the other cautionary statements relating  to  certain
forward-looking  statements throughout this  Report,  attention  is
directed  to  "Item 1. Business - Risk Factors"  in  the  Company's
Annual  Report on Form 10-K for the fiscal year ended December  31,
1999   for  a  discussion  of  some  of  the  factors,  risks   and
uncertainties that could affect the Company's future results.


ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Except  for the Revolving Credit Facility, under which  $115.0
million  was  outstanding at June 30, 2000 and certain other  long-
term debt outstanding at June 30, 2000, in the aggregate amount  of
$2.4  million (collectively, the "Variable Rate Debt"), all of  the
Company's other long-term debt bears interest at fixed rates.   The
Variable  Rate Debt bears interest predominantly based on  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 June 30,  2000,  the  average
interest  rate  applicable  to  the Variable  Rate  Debt  was  10.2
percent.   An  increase  of one percentage  point  in  the  average
interest  rate applicable to the Variable Rate Debt outstanding  at
June 30, 2000 would increase the Company's annual interest costs by
approximately  $1.2  million.   The Company  has  entered  into  an
interest  rate collar agreement with WFB to manage the  effects  of
fluctuations in the interest rate applicable to a maximum of  $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 5.OTHER INFORMATION


     On July 26, 2000, the Company learned that the Missouri Gaming
Commission had selected a competing project for investigation for a
gaming  license in the St. Louis, Missouri area, effectively ending
the Company's application process for a gaming license in South St.
Louis County for the foreseeable future.





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












                             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:  August 12, 2000           /s/ Thomas Steinbauer
                                 Thomas Steinbauer
                                 Senior Vice President of Finance
and Treasurer
                                 (Principal Financial Officer)





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