AMERISTAR CASINOS INC
10-Q, 2000-05-15
MISCELLANEOUS AMUSEMENT & RECREATION
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                             FORM 10-Q

   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended  March 31, 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  May  12,  2000, 20,387,084 shares of Common  Stock  of  the
registrant were issued and outstanding.

<PAGE>

                      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
               March 31, 2000 (unaudited)                       3 - 4

          B.   Condensed Consolidated Statements
               of Operations (unaudited) for the
               three months ended March 31, 1999
               and March 31, 2000                                 5

          C.   Condensed Consolidated Statements
               of Cash Flows (unaudited) for the
               three months ended March 31, 1999
               and March 31, 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 - 14

  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                                                        17

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.Financial Statements


                 AMERISTAR CASINOS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In thousands)

                                  ASSETS

                                           December 31,      March 31,
                                               1999             2000
                                                            (Unaudited)

CURRENT ASSETS:

     Cash and cash equivalents              $ 15,531          $ 19,153
     Restricted cash                             142               154
     Accounts receivable, net                  2,080             3,264
     Income tax refund receivable              1,450               977
     Inventories                               3,268             2,946
     Prepaid expenses                          5,162             5,352
     Deferred income taxes                     3,717             3,376
                                            --------          --------
          Total current assets                31,350            35,222

PROPERTY AND EQUIPMENT AND LEASEHOLD
  INTERESTS, net of accumulated
  depreciation and amortization of
  $108,949 and $115,426, respectively        328,617           327,030

EXCESS OF PURCHASE PRICE OVER FAIR MARKET
  VALUE OF NET ASSETS ACQUIRED                14,651            14,552

DEPOSITS AND OTHER ASSETS                      4,027             3,773
                                            --------          --------
                                            $378,645          $380,577
                                            ========          ========

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

<PAGE>

                 AMERISTAR CASINOS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (continued)
                     (In thousands, except share data)

                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                           December 31,      March 31,
                                               1999             2000
                                                            (Unaudited)

CURRENT LIABILITIES:

     Accounts payable                        $ 9,204          $  9,167
     Construction contracts payable            6,341               596
     Accrued liabilities                      29,539            25,937
     Current obligations under capitalized
       leases                                  2,413             2,335
     Current maturities of notes payable
       and long-term debt                     10,615            10,269
                                            --------          --------
          Total current liabilities           58,112            48,304

OBLIGATIONS UNDER CAPITALIZED LEASES,
  net of current maturities                   11,037             6,007

NOTES PAYABLE AND LONG-TERM DEBT,
  net of current maturities                  231,853           245,091

DEFERRED INCOME TAXES                          9,474            10,191

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, $.01 par value:
       Authorized - 30,000,000 shares;
       Issued - None                             -                 -
     Common stock, $.01 par value:
       Authorized - 30,000,000 Shares;
       Issued and outstanding - 20,360,000
       shares at December 31, 1999 and
       20,387,384 shares at March 31, 2000       204               204
     Additional paid-in capital               43,083            43,114
     Retained earnings                        24,882            27,666
                                            --------          --------
          Total stockholders' equity          68,169            70,984
                                            --------          --------
                                            $378,645          $380,577
                                            ========          ========

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

<PAGE>

                 AMERISTAR CASINOS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share data)
                                (Unaudited)

                                                   Three Months
                                                  Ended March 31,
                                                1999          2000

REVENUES:
   Casino                                    $ 58,084       $ 68,938
   Food and beverage                           11,422         12,993
   Rooms                                        3,851          4,010
   Other                                        2,386          2,646
                                             --------       --------
                                               75,743         88,587
   Less: Promotional allowances                 5,706          6,895
                                             --------       --------
       Net revenues                            70,037         81,692

OPERATING EXPENSES:
   Casino                                      26,931         31,258
   Food and beverage                            7,442          7,811
   Rooms                                        1,524          1,569
   Other                                        2,357          2,582
   Selling, general and administrative         19,271         20,207
   Depreciation and amortization                6,280          6,931
                                             --------       --------
       Total operating expenses                63,805         70,358

       Income from operations                  6,232          11,334

OTHER INCOME (EXPENSE):
   Interest income                                60              45
   Interest expense                           (6,097)         (6,718)
   Other                                        (368)           (346)
                                            --------        --------
INCOME (LOSS) BEFORE INCOME TAX PROVISION
  (BENEFIT)                                     (173)          4,315
   Income tax provision (benefit)                (60)          1,531
                                            --------        --------
NET INCOME (LOSS)                           $   (113)       $  2,784
                                            ========        ========
EARNINGS (LOSS) PER SHARE:
  Basic                                      $ (0.01)         $ 0.14
  Diluted                                    $ (0.01)         $ 0.13
                                            ========        ========

WEIGHTED AVERAGE SHARES OUTSTANDING           20,360          20,377
                                            ========        ========

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

<PAGE>

                 AMERISTAR CASINOS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                                (Unaudited)

                                                     Three Months
                                                    Ended March 31,
                                                  1999          2000

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                              $(113)        $2,784
  Adjustments to reconcile net income (loss)
   to net cash
   provided by operating activities:
     Depreciation and amortization               6,280          6,931
     Amortization of debt issue costs              167            167
     Change in deferred income taxes               (60)         1,058
     Net loss on disposition of assets             370            346
     Decrease in other current assets              412            341
     Decrease in income tax refund receivable      350            473
     Decrease in other current liabilities      (2,313)        (3,639)
                                              --------       --------
  Total adjustments                              5,206          5,677
                                              --------       --------
Net cash provided by operating activities        5,093          8,461

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                          (5,112)        (7,062)
  Decrease in construction contracts payable      (180)        (5,745)
  Proceeds from sale of assets                     386            104
  Increase (decrease) in deposits and other
     non-current assets                            (73)            86
                                              --------       --------
Net cash used in investing activities           (4,979)       (12,617)

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           (1,283)        (2,253)
  Issuance of shares upon exercise of stock
     options                                        -              31
                                              --------       --------
Net cash provided by (used in) financing
  activities                                    (1,033)         7,778

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                     (919)         3,622

CASH AND CASH EQUIVALENTS - BEGINNING OF
  PERIOD                                        18,223         15,531
                                              --------       --------
CASH AND CASH EQUIVALENTS - END OF PERIOD     $ 17,304       $ 19,153
                                              ========       ========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid for interest (net of amounts
     capitalized)                             $  8,608       $  9,229
  Assets purchased with long-term debt        $     44       $     38
                                              ========       ========

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

<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"), which  is  pursuing  a
gaming license for a new casino to be developed 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.   As of March 31, 2000,  the  Company  was  in
compliance with all of the Revolving Credit Facility's 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 is in the developmental stage and  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 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 the second 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.

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 1,187,500  and  1,634,500
shares of common stock were outstanding at March 31, 1999 and March
31,  2000, respectively, at exercise prices ranging from  $2.64  to
$16.00  for both of the periods.  For the three months ended  March
31,  2000,  approximately 1,463,700 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 months  ended
March  31,  1999,  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  posted record revenues for the three  months  ended
March  31,  2000.  Consolidated net revenues for the  three  months
ended March 31, 2000 increased to $81.7 million, an increase of  17
percent  compared  to $70.0 million for the same quarter  in  1999.
Each  of  the  Company's properties achieved increases in  revenues
with  Ameristar  Council  Bluffs  and  The  Reserve  reporting  the
greatest percentage gains.

     Income  from operations for the three months ended  March  31,
2000  was $11.3 million, an increase of 82 percent compared to $6.2
million for the same period in 1999. The Company's operating income
margin (operating income as a percentage of net revenues) increased
to  13.9 percent for the three months ended March 31, 2000 compared
to  8.9  percent  for  the same period in  1999.   Total  operating
expenses as a percentage of net revenues decreased to 86.1  percent
for  the  first  quarter of 2000 compared to 91.1 percent  for  the
first quarter of 1999.  The improvement in the operating margin was
due  primarily  to improved operating performance  at  all  of  the
Company's  properties,  especially  Ameristar  Council  Bluffs  and
Ameristar  Vicksburg, partially offset by an increase in  corporate
overhead  related to increased corporate staffing  levels  and  the
greater centralization of certain management functions.

     Net  income  for  the quarter ended March 31,  2000  was  $2.8
million compared to a net loss of $0.1 million for the same  period
in  1999.  Earnings per share for the quarter ended March 31,  2000
were  $0.14  compared to a loss per share of  $0.01  for  the  same
quarter in 1999.

<PAGE>

Operating Results by Property

     Ameristar  Council  Bluffs posted another record  quarter  for
both  net  revenues  and operating income. Net  revenues  of  $32.1
million for the quarter ended March 31, 2000 were 27 percent higher
than  net  revenues of $25.4 million for the same quarter in  1999.
Operating income increased by 64 percent for the three months ended
March  31,  2000  compared  to  the same  period  in  1999.   These
improvements  are  due  primarily to the recent  casino  expansion,
which  was  completed in November 1999, a more aggressive marketing
approach and the Company's strategic systemwide upgrading  of  slot
technology,  as well as the continued growth in the Council  Bluffs
gaming market.

     The  Jackpot Properties' net revenues increased by 11  percent
to $14.5 million for the three months ended March 31, 2000 compared
to  $13.1  million for the same period in 1999. The improvement  is
attributable primarily to an increase in casino revenues  from  the
facility's new slot technology upgrades and the implementation of a
strategic  advertising campaign.  Operating income increased  by  7
percent for the three months ended March 31, 2000 compared  to  the
same  period in 1999. The increase is due primarily to the increase
in  revenues, partially offset by an increase in operating expenses
(principally  increases  in  employee  compensation  and  marketing
costs).

     Ameristar Vicksburg continues to be the gaming revenue  market
leader  in  Warren County, Mississippi with net revenues  of  $20.7
million for the three months ended March 31, 2000 compared to $19.1
million  for  the same period in 1999.  Operating  income  for  the
three  months ended March 31, 2000 increased by 50 percent compared
to  the  same  period in 1999.  These improvements  were  primarily
attributable to increased casino revenues from the expanded  casino
and the upgraded slot product (an overall increase of 35 percent or
300  additional  slot  machines) and improved marketing  strategies
combined with operating cost decreases.

     The  Reserve  Hotel Casino experienced significant improvement
in  operating  results for the three months ended  March  31,  2000
compared to the three months ended March 31, 1999. During the first
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 March 31,  2000
increased  16  percent compared to the same period  in  1999.   The
Reserve  reduced its operating loss to $0.5 million for  the  three
months ended March 31, 2000 compared to its operating loss of  $1.9
million for the same quarter in 1999, an improvement of 71 percent.
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 March 31, 2000
compared  to  the  quarter ended March 31,  1999,  casino  revenues
increased  $10.9  million  or  19 percent.   The  increase  is  due
primarily to the improved casino results previously discussed. Food
and  beverage  revenues  for  the  quarter  ended  March  31,  2000
increased $1.6 million or 14 percent compared to the same period in
1999.   The  improvement was due primarily to increased prices  and
additional covers in the food and beverage outlets.  Room  revenues
for  the quarter ended March 31, 2000 increased $0.2 million  or  4
percent compared to the same period in 1999 as a result of a slight
increase in hotel occupancy.

     For  the  quarter ended March 31, 2000, compared to  the  same
period  in  1999,  casino expenses increased  $4.3  million  or  16
percent.  This  increase  relates  to  increases  in  gaming  taxes
associated with the increased casino revenues, as well as increases
in  casino  complimentary  expenses and employee  compensation  and
benefits.   Food  and  beverage  expenses  for  the  quarter  ended
March 31, 2000 increased $0.4 million or 5 percent compared to  the
first quarter in 1999. The increase is due to the increased cost of
product  associated with the increase in revenues.  Rooms  expenses
for  the  quarter ended March 31, 2000 increased by less than  $0.1
million or 3 percent compared to the first quarter in 1999 due to a
slight increase in employee compensation.

<PAGE>

     Selling,   general  and  administrative  expenses   (including
utilities and maintenance and business development) increased  $0.9
million  or 5 percent for the quarter ended March 31, 2000 compared
to  the same quarter in 1999.  This is primarily the result  of  an
increase  in  corporate  overhead related  to  increased  corporate
staffing   levels  and  the  greater  centralization   of   certain
management functions.

     Depreciation expense for the three months ended March 31, 2000
increased $0.7 million, or 10 percent over the same period in 1999,
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.

     Interest expense increased $0.6 million or 10 percent for  the
three  months ended March 31, 2000 compared to the same  period  in
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.

     The  Company's effective federal income tax rate for the three
months  ended March 31, 2000 was 35.5 percent, 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 $8.5 million
for  the three months ended March 31, 2000 compared to $5.1 million
for  the  three months ended March 31, 1999.  The majority of  this
increase  is  the  result  of improved operations  at  all  of  the
Company's properties, offset partially by higher corporate overhead
expenses.

     Cash flows used in investing activities were $12.6 million for
the  three months ended March 31, 2000 compared to $5.0 million for
the  three  months  ended  March 31, 1999.   The  increase  is  due
primarily to an increase in capital expenditures and a decrease  in
construction  contracts  payable.  Capital  expenditures  of   $7.1
million for the three months ended March 31, 2000 primarily  relate
to  expansion  projects  at  Council  Bluffs  and  Vicksburg  ($3.3
million),  the purchase of new slot machines at Cactus  Pete's  and
The  Reserve  ($2.6  million) and other  capital  expenditures  for
equipment and maintenance at each of the properties ($1.2 million).

     Cash  flows provided by financing activities were $7.8 million
for  the three months ended March 31, 2000 compared to $1.0 million
of  cash flows used for the three months ended March 31, 1999.  The
increase is due primarily to an increase in borrowings incurred  to
finance the Company's various expansion projects.

     The  Company  had  unrestricted cash  of  approximately  $19.1
million  as  of  March 31, 2000, compared to $15.5  million  as  of
December  31,  1999, an increase of $3.6 million. The  increase  in
unrestricted  cash  at March 31, 2000, results primarily  from  the
improved  operating performance and proceeds from  additional  debt
borrowings,  partially offset by capital expenditures and  payments
on construction contracts.

     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"), the subsidiary formed in connection with
the  Company"s pursuit of a license for a casino in Lemay, Missouri
(see  below).  At March 31, 2000, the outstanding principal balance
of the Revolving Credit Facility was $117.0 million.

<PAGE>

     Under  the  terms of the Revolving Credit Facility, concurrent
with  each  loan draw, the Borrowers may select the  interest  rate
based  on  either the London Interbank Offering Rate  ("LIBOR")  or
WFB's  prime interest rate. The applicable margins for  both  LIBOR
draws  and prime interest rate draws adjust semiannually  based  on
the  ratio of the Company"s consolidated total debt to consolidated
cash  flows,  as measured by an EBITDA formula.  As  of  March  31,
2000,  the Borrowers have taken LIBOR draws totaling $117.0 million
with  an  average  interest rate of approximately 9.7  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  three  months ended March 31, 2000, the Company  did  not
incur  any additional interest as a result of this agreement.   The
agreement  terminates on September 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'
rolling  four-quarter EBITDA (as defined), multiplied by  a  factor
that varies over time and which is currently 4.50.  As of March 31,
2000  borrowings under the Revolving Credit Facility and the  total
funded debt of the Borrowers were approximately 2.13 times and 4.18
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.  As of March  31,  2000,
the  Company  was in compliance with all covenants.  At  March  31,
2000,  the  maximum  amount available under  the  Revolving  Credit
Facility was $120.0 million.

     The  Company  has recently obtained a commitment to  refinance
its  Revolving Credit Facility, which would increase its  available
borrowing  capacity  to  $265.0 million.  The  increased  borrowing
capacity  would  be  used  to  fund a substantial  portion  of  the
development  costs  of  the Company's proposed  casino  project  in
Lemay,  Missouri,  a  community in South  St.  Louis  County.   The
balance  of  the  financing  for  this  project  will  be  provided
primarily  by  operating cash flow. On October 28, 1999,  ACSLI,  a
newly  formed wholly owned subsidiary of ACI, filed an  application
with  the  Missouri Gaming Commission seeking a gaming license  for
this  proposed casino, which application was supplemented by  ACSLI
on  March 30, 2000.  If awarded the license, the Company's  current
plans  call for it to spend approximately $150 million to construct
the new casino property.

     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

<PAGE>

Ameristar or a Restricted Subsidiary to incur Indebtedness  without
regard   to  the  Consolidated  Coverage  Ratio  test  in   certain
circumstances, including borrowings of up to $140 million under the
Revolving  Credit  Facility, as amended or replaced  from  time  to
time,  up  to  $15.0  million in recourse furniture,  fixtures  and
equipment  financings,  up to $7.5 million in  borrowings  for  the
construction  of  the  hotel  at  Ameristar  Vicksburg  and  up  to
$5.0 million of other Indebtedness.

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

     At  March  31,  2000,  the  Company  had  other  indebtedness,
including  obligations under capitalized leases,  in  an  aggregate
principal amount of approximately $42.2 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  three
months  of  2000 were $7.1 million. Management currently  estimates
that  total capital expenditures for the remaining nine  months  of
2000  will be approximately $10.0 million.  However, the amount  of
capital  expenditures  may  vary  based  on  budget  modifications,
construction schedule changes and other factors.

<PAGE>

     The   above-described  capital  expenditure  requirements  are
expected  to  be  funded 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 increases of $3.1 million  in
cash  flows  from operations and $5.8 million in EBITDA during  the
three  months  ended March 31, 2000 over the same period  in  1999.
The  increases resulted largely from operating improvements at  all
of  the  Company's  properties.  Management  anticipates  that  the
operating  improvements will continue during the remainder  of  the
year.   However,  no assurances can be given with  respect  to  the
amount  of  operating cash flow or EBITDA of the  Company  for  any
future  period  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
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  (including its proposed  casino  project  in
Lemay, Missouri) 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.

<PAGE>

Item 3.Quantitative and Qualitative Disclosures About Market Risk

     Except  for the Revolving Credit Facility, under which  $117.0
million  was outstanding at March 31, 2000 and certain other  long-
term debt outstanding at March 31, 2000, in the aggregate amount of
$6.3  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 March 31, 2000,  the  average
interest rate applicable to the Variable Rate Debt was 9.6 percent.
An  increase  of one percentage point in the average interest  rate
applicable to the Variable Rate Debt outstanding at March 31,  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 up to $50.0 million  in  LIBOR  draws
under the Revolving Credit Facility.

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

<PAGE>

PART II.  OTHER INFORMATION

Item 5.Other Information

     On  October  28,  1999,  ACSLI, a newly  formed  wholly  owned
subsidiary  of  ACI, filed an application with the Missouri  Gaming
Commission  seeking  a  gaming  license  for  a  site   along   the
Mississippi  River  in Lemay, Missouri, a community  in  South  St.
Louis  County. This application was supplemented by ACSLI on  March
30,  2000. In conjunction with this application, ACSLI has  entered
into an agreement with the current lessee of the proposed site  for
the assignment of the lease. The Company has also recently obtained
a commitment to refinance its Revolving Credit Facility, increasing
its  available  borrowing  capacity  to  $265  million  to  fund  a
substantial portion of the development costs for this project.  The
balance  of  the  financing  for  this  project  will  be  provided
primarily by operating cash flow.

     The Company's current plans for the Ameristar Casino St. Louis
at  Lemay  call  for a floating barge located within  a  basin  and
integrated within a larger main frame structure that is adjacent to
the  Mississippi River.  The Company expects that the project  will
consist of a single level building of approximately 215,920  square
feet  and  that  the casino will consist of 70,000 square  feet  of
floating gaming area with 2,000 slot machines, 50 blackjack tables,
two Roulette or big wheel games, eight crap/dice games, one cashier
coin  cage  with slot and table fills and three change booths  with
beverage  dispensing counters.  The project is expected to  include
two   casino  bars  with  service  stations,  including  a  50-seat
entertainment  lounge,  as  well as  several  restaurants,  meeting
rooms, a Missouri retail shop and a VIP lounge. The total cost  for
development  and  construction of the project  is  expected  to  be
approximately $150 million. The project also calls for  a  150-room
hotel adjacent to the casino to be built by a strategic partner.

     This  project is in the preliminary stages and is  subject  to
numerous  contingencies, including, for example,  the  satisfactory
completion  of  due  diligence concerning the  proposed  site,  the
selection  of  the Company's application for investigation  by  the
Missouri  Gaming  Commission, obtaining  various  other  regulatory
permits and approvals and completing financing arrangements for the
project.  The  project is also subject to various  development  and
construction risks typical of large-scale development  projects  of
this type.  Accordingly, there can be no assurances concerning  the
success of the Company's efforts to obtain a gaming license and  to
pursue  the  development  of  this project.  The  Company  recently
submitted  a  revised  application for  a  gaming  license  to  the
Missouri   Gaming  Commission  and  expects  the  Missouri   Gaming
Commission  to  take action with respect to its application  during
2000.


Item 6.Exhibits and Reports on Form 8-K

     a.   Exhibits filed as part of this report

          27   Financial Data Schedule

          99.1 Supplemental Agreement of Ameristar Casinos, Inc.


     b.   Reports on Form 8-K

          None

<PAGE>










                             SIGNATURE

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

                                 AMERISTAR CASINOS, INC.
                                 Registrant



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




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This data should be reviewed in conjunction with the
financial statements
and notes included in this filing.
</LEGEND>
<CIK> 0000912145
<NAME> AMERISTAR CASINOS, INC.
<MULTIPLIER> 1,000

<S>                                 <C>
<PERIOD-TYPE>                       3-MOS
<FISCAL-YEAR-END>                            DEC-31-2000
<PERIOD-END>                                 MAR-31-2000
<CASH>                                            19,153
<SECURITIES>                                           0
<RECEIVABLES>                                      3,264
<ALLOWANCES>                                           0
<INVENTORY>                                        2,946
<CURRENT-ASSETS>                                  35,222
<PP&E>                                           442,456
<DEPRECIATION>                                   115,426
<TOTAL-ASSETS>                                   380,577
<CURRENT-LIABILITIES>                             48,304
<BONDS>                                          100,000
                                  0
                                            0
<COMMON>                                             204
<OTHER-SE>                                        70,780
<TOTAL-LIABILITY-AND-EQUITY>                     380,577
<SALES>                                           81,692
<TOTAL-REVENUES>                                  81,692
<CGS>                                                  0
<TOTAL-COSTS>                                     70,358
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                 6,718
<INCOME-PRETAX>                                    4,315
<INCOME-TAX>                                       1,531
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                       2,784
<EPS-BASIC>                                         0.14
<EPS-DILUTED>                                       0.13



</TABLE>



                          EXHIBIT 99.1

        SUPPLEMENTAL AGREEMENT OF AMERISTAR CASINOS, INC.


Ameristar Casinos, Inc. ("ACI") hereby agrees to furnish
supplementally to the Securities and Exchange Commission a copy
of the Purchase Money Deed of Trust Note in the principal amount
of $1,168,750 executed by Ameristar Casino Vicksburg, Inc., a
Mississippi corporation, in favor of Lawrence O. Branyan, Jr., as
Trustee of The Brady/Lum Family Trust Dated May 15, 1993, which
instrument defines the rights of holders of long-term debt issued
by ACI or its subsidiaries:





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