8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 24, 2010

STATION CASINOS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-21640	88-0136443
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada	89135
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 495-3000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 8.01.  Other Events.

On February 24, 2010, Station Casinos, Inc. (the “Company”) issued a press release announcing that it has reached an agreement in principle for the comprehensive reorganization of the Company with certain of its key mortgage lenders holding the debt secured by Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, and Sunset Station Hotel & Casino and that the Company is making significant progress on its restructuring discussions with other creditor groups.

The text of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are being filed herewith:

99.1Press Release dated February 24, 2010.

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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 hereunto duly authorized.

	Station Casinos, Inc.
Date: February 24, 2010	By:	/s/ Thomas M. Friel
		Thomas M. Friel
		Executive Vice President, Chief Accounting Officer and Treasurer

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Index to Exhibits

Exhibit No.	Description
99.1	Press Release dated February 24, 2010.

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EX-99.1

Exhibit 99.1

CONTACT:	Thomas M. Friel, (800) 544-2411 or (702) 495-4210
	Executive Vice President, Chief Accounting Officer and Treasurer
	Lori B. Nelson, (800) 544-2411 or (702) 495-4248
	Director of Corporate Communications

Station Casinos Reaches Agreement in Principle with Certain of its Key Mortgage
Lenders; Expects to File Plan of Reorganization in March

LAS VEGAS — February 24, 2010 — Station Casinos, Inc. (the “Company”) announced today that it has reached an agreement in principle for the comprehensive reorganization of the Company with certain of its key mortgage lenders holding the debt secured by  Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, and Sunset Station Hotel & Casino.  The Company is also making significant progress on its restructuring discussions with other creditor groups. The Company filed its chapter 11 reorganization cases last July and has been in negotiations with lenders and other constituents for almost a year and a half.  The Company anticipates filing a plan of reorganization in March of this year and achieving confirmation of that plan during the Summer.

As part of the proposed reorganization, the Company expects to significantly reduce its  secured and unsecured debt and also would have substantial liquidity in the form of new revolving credit facilities and certain equity infusions.  Following the consummation of the reorganization, the management of the Company would continue to be led by Frank Fertitta and members of the current management team.  In addition, Frank and Lorenzo Fertitta would make a significant reinvestment in the equity of the reorganized Company along side certain other current creditors and investors in the Company.  Assuming definitive documentation is agreed to by all parties, the Company expects formal announcement of the proposed reorganization transactions, including a description of the material terms and conditions thereof, to be forthcoming in the next three weeks.

This press release is not intended to be, and should not in any way be construed as, a solicitation of votes on the Company’s reorganization plan which has not yet been filed with the U.S. Bankruptcy Court.  The plan will be filed together with a proposed disclosure statement which should not be relied on for any purpose until a determination by the U.S. Bankruptcy Court is made that the proposed disclosure statement contains

adequate information, as required by the U.S. Bankruptcy Code.  Following Bankruptcy Court approval of the disclosure statement and related voting solicitation procedures, the Company will solicit acceptances of the plan and seek its confirmation by the Bankruptcy Court.  There can be no assurance that such plan acceptances or confirmation will be obtained.

Company Information and Forward Looking Statements

Station Casinos, Inc. is the leading provider of gaming and entertainment to the residents of Las Vegas, Nevada. The Company’s properties are regional entertainment destinations and include various amenities, including numerous restaurants, entertainment venues, movie theaters, bowling and convention/banquet space, as well as traditional casino gaming offerings such as video poker, slot machines, table games, bingo and race and sports wagering. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley’s Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community.

This press release contains certain forward-looking statements with respect to the Company and its subsidiaries which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein.  Such risks and uncertainties include, but are not limited to, failure to obtain necessary bankruptcy court or gaming authority approvals, failure to obtain or loss of continued support of a plan by the Company’s stakeholders, delays in the confirmation or effective date of a plan due to factors beyond the Company’s control, failure to consummate a restructuring plan, failure to execute a restructuring plan, competition and other economic factors; and other risks described in the filings of the Company with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.  All forward-looking statements are based on the Company’s current expectations and projections about future events.  All forward-looking statements speak only as of the date hereof and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.