10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2003

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 Identification No.)
Incorporation or Organization

3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices)

Registrant’s Telephone Number, including area code: (702) 567-7000

Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)

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 [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes[X] No [   ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently-completed second fiscal quarter: approximately $231,900,000, based on the last reported sale price of the registrant’s Common Stock on the Nasdaq National Market on June 30, 2003.

As of March 8, 2004, 26,926,149 shares of Common Stock of the registrant were outstanding.

Portions of the registrant’s definitive Proxy Statement for its July 16, 2004 Annual Meeting of Stockholders (which has not been filed as of the date of this filing) are incorporated by reference into Part III.

TABLE OF CONTENTS

	Page
PART I
Item 1. Business		3
Item 2. Properties		36
Item 3. Legal Proceedings		37
Item 4. Submission of Matters to a Vote of Security Holders		37
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters		38
Item 6. Selected Financial Data		39
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		42
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		58
Item 8. Financial Statements and Supplementary Data		58
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		58
Item 9A. Controls and Procedures		58
PART III
Item 10. Directors and Executive Officers of the Registrant		59
Item 11. Executive Compensation		59
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		59
Item 13. Certain Relationships and Related Transactions		59
Item 14. Principal Accountant Fees and Services		59
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K		60
SIGNATURES		S-1
Independent Auditors’ Report		F-1
Consolidated Financial Statements		F-2
EXHIBIT 4.2(f)
EXHIBIT 4.2(g)
EXHIBIT 10.4(b)
EXHIBIT 14
EXHIBIT 21
EXHIBIT 23
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

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     Unless the context indicates otherwise, all references in this Report to “Ameristar” or “ACI” refer to Ameristar Casinos, Inc. and all references to the “Company,” “we,” “our,” “ours” or “us” refer to Ameristar and its consolidated subsidiaries. This Report contains certain forward-looking statements, including management’s plans and objectives for our business, operations and economic performance. These forward-looking statements generally can be identified by the context of the statement or the use of forward-looking terminology, such as “believes,” “estimates,” “anticipates,” “intends,” “expects,” “plans,” “is confident that” or words of similar meaning, with reference to us or our management. Similarly, statements that describe our future plans, objectives, strategies, financial results, financial position, operational expectations 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 our control. Accordingly, actual results could differ materially from those contemplated by any 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” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of some of the factors, risks and uncertainties that could materially affect the outcome of future results contemplated by forward-looking statements.

     You should also be aware that while we communicate from time to time with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility.

PART I

Item 1. Business

Introduction

     We are a leading developer, owner and operator of casinos and related entertainment facilities in local and regional markets. Our six properties in five markets exemplify high-quality design and construction and offer outstanding dining, lodging and entertainment options along with the most current gaming technology. Our strategy focuses on providing a dynamic total casino-entertainment experience that has proven itself through our market share leadership in each of our five markets.

     Our casinos include the most spacious floors and the largest number of games in each of our markets. Our properties emphasize slot play and feature state-of-the-art slot machines, most of which incorporate convenient ticket-in, ticket-out technology, and the newest multi-coin nickel and penny denomination games. We also offer a wide range of popular table games, including blackjack, craps and roulette, and live poker at some of our properties. We generally emphasize competitive minimum and maximum betting limits based on each market. Our gaming revenues are derived, and we expect them to continue to be derived, from a broad base of customers, and we do not depend upon high-stakes players. We extend credit to our Mississippi and Nevada gaming customers only in limited circumstances and limited amounts on a short-term basis and

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in accordance with the credit restrictions imposed by gaming regulatory authorities. The issuance of casino credit is prohibited in Missouri and Iowa.

     We offer a greater variety of dining choices than the other casinos in our markets. Our signature restaurant concepts include warm and intimate steakhouses, elaborate buffets with interactive display cooking and 24-hour casual dining restaurants. In addition, our dynamic sports bars feature the most advanced audio-visual technology in their markets. The private Star Clubs offer our select Star Awards members an exclusive and comfortable place to relax at all Ameristar-branded properties.

     Our total entertainment strategy includes a wide range of entertainment, showcasing live local, regional and national talent. Our major venues feature popular headliners in music and comedy, as well as professional boxing, while our highly themed Bottleneck Blues Bars and other smaller venues set the stage for national and regional bands. Cabaret stages energize each of our casino floors with live entertainment.

     The following table presents selected statistical and other information concerning our properties as of March 1, 2004.

	Ameristar			Ameristar			Ameristar			Ameristar		The Jackpot
	St. Charles			Kansas City			Council Bluffs			Vicksburg		Properties (1)
Opening Date		1994			1997			1996			1994		1956
Casino Square Footage (approx.)		130,000			140,000			38,500			42,000		29,000
Slot Machines (approx.)		3,205			2,930			1,560			1,359		1,021
Table Games		83	(2)		103	(2)		37			36		28	(2)
Hotel Rooms		—			184			444	(3)		150		420
Restaurants/Bars		7/6			11/9	(4)		4/4			3/3		5/4
Restaurant/Bar Seating Capacity		1,636/147			1,820/480	(4)		1,059/61			820/55		534/126
Guest Parking Spaces (approx.)		4,000			7,150			3,000			1,700		1,130
Other Amenities	300-Seat VIP Players’ Club; Gift Shop; Amusement Arcade			1,384-Seat Entertainment Facility; 18-Screen Movie Theater (5); Gift Shop; Amusement Arcade; Cigar Bar; 85-seat VIP Players’ Club; Kids Quest Children’s Activity Center (5)			2,850-Seat Outdoor Entertainment Facility; Meeting Space; Indoor Swimming Pool & Spa; Exercise Facility; Gift Shop; Amusement Arcade; 75-seat VIP Players’ Club; Kids Quest Children’s Activity Center (5)			3,200-Seat Outdoor Entertainment Facility; Swimming Pool; Meeting Space; Gift Shop		3,550-Seat Outdoor Entertainment Facility; 356-Seat Showroom; Sports Book; Meeting Space; RV Park; Swimming Pool; Gift Shop; General Store; Service Station; Amusement Arcade; Styling Salon; Tennis Courts

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(1)	Includes the operations of Cactus Petes Resort Casino and The Horseshu Hotel & Casino.
(2)	Includes poker.
(3)	Includes 284 rooms operated by affiliates of Kinseth Hospitality Corporation and located on land owned by us and leased to affiliates of Kinseth.
(4)	Includes a 52-seat food court and Arthur Bryant’s Barbeque restaurant leased to and operated by third parties.
(5)	Leased to and operated by a third party.

     Ameristar St. Charles. The 74,000 square-foot porte-cochere at Ameristar St. Charles provides a stunning entry to this expansive facility. Once inside, a dramatic laminar flow fountain welcomes guests to a historically-themed streetscape that opens onto a complete casino entertainment experience.

     The 130,000 square-foot casino floor ranks Ameristar St. Charles among the 15 largest casinos in the U.S. The two-level gaming area feels spacious and open; it accommodates 3,205 slot and video poker machines and 83 tables games, including a 12-table poker room.

     Seven restaurants offer a range of choices, such as the upscale 47 Port Street Grill steakhouse with exhibition cooking, chef’s tables and a private dining room; the chic King Cat Club martini bar; the Landmark Buffet with its multiple serving stations and intimate dining rooms named for local historic sites; and the Southern front-porch inspired Pearl’s Oyster Bar. The 24-hour Falcon Diner recreates the American diner with comfortable booths, a soda fountain and Art Deco architecture. The Diner is complemented by a gourmet pastry and coffee bar. The Bottleneck Blues Bar features Southern cuisine as well as live headline entertainment, set off by eclectic Delta blues club decor. Amerisports Bar & Grill boasts a 34-foot-long video wall and two high-tech, giant video screens, which complement the state-of-the-art audio-video system that includes tables customized with personal screens and speakers.

     Ameristar St. Charles was chosen as “Best Casino” by Riverfront Times in its 2003 and 2002 Best of St. Louis issues. The property also won 17 “Best of” Casino Player Awards and six “Best of” Midwest Gaming Awards in 2003.

     The property is located immediately north of the Interstate 70 bridge over the Missouri River in the St. Louis metropolitan area, strategically situated to attract patrons from the St. Charles and greater St. Louis area, as well as tourists from outside the region. Interstate 70 is a 10-lane, east-west freeway offering easy accessibility to, and direct visibility of, the Ameristar St. Charles site.

     Ameristar Kansas City. Our largest property, Ameristar Kansas City, ranks among the top 10 largest casino floors in the U.S. Over the past 18 months, a $64 million investment in renovations and enhancements has created dramatic improvements to this facility.

     The 140,000 square-foot casino floor has been reconfigured to substantially improve the layout and flow; it also now allows better visibility from the streetscape and has new carpet and finishes. Further, the casino floor boasts a newly renovated high-limit area and poker room, which is the largest in the Midwest. The casino features 2,930 slot and video poker machines and 103 table games.

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     Dining at Ameristar Kansas City reflects our strategy to offer more choices: guests can select from 11 restaurants and nine bars/lounges. The Great Plains Cattle Co. steakhouse has a unique Kansas-City inspired atmosphere. Bugatti’s Little Italy Café is recognized as a “Don’t Miss Dining Venue” in the Zagat Survey. The 24-hour Falcon Diner mirrors our Ameristar St. Charles diner and serves great American favorites and desserts. At The Buffet, guests experience eight stations, from salad to dessert. Casual dining options are available at an open-seating food court, where we lease space to three national brands: Burger King, Sbarro Pizza, and Cold Stone Creamery. The new Amerisports Brew Pub features state-of-the-art video and audio technology on 41 screens. The Brew Pub also features an exhibition brewery where customers can observe the production of Ameristar’s award-winning private label beers and choose from a variety of menu items.

     The property also features a wide scope of entertainment options. The Star Pavilion seats 1,384 guests and showcases headline entertainers and professional boxing. The distinctive Depot #9 Stage and Saloon, near the porte-cochere entrance to the property and connected to a historic Pullman railroad car, showcases local and regional bands. Finally, the casino cabaret provides nightly entertainment on the gaming floor.

     A 184-room hotel, as well as a state-of-the-art 18-screen movie theater complex, gift shop, video game arcade and Kids Quest activity center, complete the amenities at Ameristar Kansas City. All are easily accessible via ample surface parking or a climate-controlled walkway from a 2,650-space parking garage that was added in 2002.

     The facility earned the 2002 and 2003 Gold Award for “Best Casino” in Ingram’s Best of Business Edition, “Best Casino” in the 2002 and 2003 Kansas City Magazine’s “Best of Kansas City” readers’ poll, and 2003 “Favorite Casino Hotel in Missouri” in Midwest Gaming and Travel and Casino Player Magazine.

     Located seven miles from downtown Kansas City, Missouri, Ameristar Kansas City is specifically designed to attract customers from the greater Kansas City area, as well as regional overnight guests. The property is in close proximity to the Interstate 435 bridge. Interstate 435 is a six-lane, north-south expressway offering easy access to, and direct visibility of, Ameristar Kansas City.

     Ameristar Council Bluffs. Ameristar Council Bluffs features the largest riverboat and the most casino games in Iowa, comprising 38,500 square feet of gaming space with 1,560 slot machines and 37 table games.

     The Ameristar Hotel and Main Street Pavilion comprise the property’s landside facilities. The luxurious 160-room hotel, including 40 whirlpool guestrooms and suites, has earned the American Automobile Association Four Diamond designation for the past five years. It was the first riverboat casino hotel to earn this distinction, and it is currently the only AAA Four Diamond hotel in greater Omaha. On land, guests will also find the exclusive Star Club players’ lounge; the upscale Waterfront Grill steakhouse with its open fireplace and intimate setting; the Veranda Buffet with its multiple cooking stations; and the Prairie Mill Cafe & Bakery, a 24-hour specialty restaurant and fresh bakery.

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     The Amerisports Bar and Cabaret offers dining and live entertainment, as well as 42 television screens, the largest of which is a 9’ by 12’ mega-screen. Other entertainment venues are the casino cabaret and the Star Arena, a scenic 2,850-seat amphitheater — and the city’s only outdoor riverfront entertainment venue — on the banks of the Missouri River. Other amenities include a Kids Quest activity center, fitness facility, indoor pool, gift shop, an ice cream and sweet shop and convention space.

     The Waterfront Grill steakhouse was named one of the Omaha area’s top-10 restaurants by the Omaha World-Herald in 2002 and 2003. The property won eight “Best of” Casino Player Awards, as well as 12 “Best of” Midwest Gaming Awards, in 2003.

     Located across the Missouri River from Omaha, the property is adjacent to the Nebraska Avenue exit on Interstate 29, immediately north of the junction of Interstate 29 and Interstate 80.

     Ameristar Vicksburg. Ameristar Vicksburg has been the long-time market leader, attributable to its superior location, premier product quality and outstanding dining and entertainment options.

     The three-level dockside casino is significantly wider than typical riverboat casinos, providing a spacious feel. The casino features 42,000 square feet of gaming space, 1,359 slot machines and 36 table games.

     In mid-2001, we completed a $15 million capital improvement project at the property, including renovating and expanding the casino; installing new-generation slot machines; creating a new Star Club players’ lounge; and adding the Bottleneck Blues Bar, a Delta-style blues club featuring live entertainment and gaming.

     In December 2003, we completed a $9 million buffet and kitchen renovation, re-branding the 400-seat venue as the Heritage Buffet, which features seven specialty food stations. In the first quarter of 2004, we have added private meeting facilities with audio/visual capabilities. The property’s restaurants also include the upscale Waterfront Grill, overlooking the Mississippi River; and the Bottleneck Blues Bar Express Café, with regionally influenced quick-service menu selections.

     The 150-room hotel at Ameristar Vicksburg earned a Three Diamond rating from the American Automobile Association, and the property won eight “Best of” Casino Player Awards in 2003.

     Ameristar Vicksburg is located one-quarter mile north of Interstate 20 in Vicksburg, Mississippi. The property is visible from the highway exit ramp and is the closest casino to I-20, a major east-west thoroughfare that connects Atlanta and Dallas. It caters primarily to guests from the Vicksburg and Jackson, Mississippi and Monroe, Louisiana areas. The nearby Vicksburg National Military Park attracts more than one million visitors annually.

     The Jackpot Properties. Cactus Petes Resort Casino and The Horseshu Hotel & Casino are both located in Jackpot, Nevada, just south of the Idaho border. The Jackpot properties have been operating since 1956, and embody our cornerstone values of superior product quality, premier amenities and exciting entertainment.

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     Together, the Jackpot properties feature approximately 29,000 square feet of gaming space, 1,021 slot machines and 28 table games, including poker, as well as a sports book.

     The properties’ resort amenities including 420 hotel rooms, with 30 deluxe hot-tub suites; an Olympic-sized pool and heated spa; a styling salon; lighted tennis courts; a recreational vehicle park; and access to a nearby 18-hole golf course. In addition, a general store and a service station serve guests and regional travelers. Dining selections include an extensive buffet, The Plateau Room gourmet restaurant, two 24-hour casual dining restaurants, a coffee shop and a snack bar. Cactus Petes’ Gala Showroom brings in nationally known entertainment.

     Cactus Petes and The Horseshu have long held Four Diamond and Three Diamond ratings, respectively, from the American Automobile Association; Cactus Petes has been named “Best Hotel/Resort” in rural Nevada for three consecutive years since 2000 by Nevada Magazine.

     The properties are located on Nevada State Highway 93, a major regional north-south route, and serve customers primarily from Idaho, and secondarily from Oregon, Washington, Montana, northern California and the southwestern Canadian provinces.

Our Business Strategies

     Our key business strategies are to develop the highest quality facilities in our markets, with a wide range of amenities, leading gaming technology and efficient, centralized management. These strategies are designed to create a complete entertainment experience and provide courteous and efficient service that meets or exceeds our customers’ expectations.

     The core components of our business strategies are as follows:

     High Quality Facilities

     We believe we have designed and built the highest quality state-of-the-art facilities in each of the markets in which we operate. Inherent in our project development process is the effective collaboration, coordination and cooperation of our operations and design/construction teams. As a result, our facilities are of superior quality and include cutting-edge technology, which provides our guests with an exciting and complete entertainment experience.

     Diverse Range of Amenities

     We believe the size and diversity of our amenities is key to attracting customers and developing repeat business. We seek to broaden our appeal by offering more amenities than our competition. We believe that more choices attract more types of customers. Our properties offer restaurants ranging from casual to upscale, and customers can choose from entertainment options ranging from cabaret lounges and sports bars to outdoor amphitheaters and multipurpose entertainment pavilions. Some examples of our non-gaming amenities that have proven successful are our high-tech Amerisports Bars (Council Bluffs, St. Charles and Kansas City), our signature steakhouses (Company-wide) and our unique Bottleneck Blues Bars (Vicksburg and St. Charles). In addition, our properties regularly feature nationally known entertainers, including Paul Anka, the Beach Boys, Pat Benatar, Michael Bolton, the Doobie Brothers, Heart, Julio Iglesias, BB King, Lonestar, Martina McBride, Bob Newhart, LeAnn Rimes, Kenny Rogers, Sinbad, Randy Travis and Dionne Warwick.

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     Leading Gaming Technology

     Slot machines are the core driver of our casino business. We believe that leading our markets in slot machine trends is essential to our success. The most significant innovation in slots today is ticket-in, ticket-out, which creates a more convenient coinless gambling experience for our customers and increases the revenue we earn on each machine. We led our markets in the introduction of this technology and currently approximately 75% of the slot machines at our Ameristar-branded properties have ticket-in, ticket-out capability. We plan to increase this to approximately 100% by the end of 2004. We were also the first operator in our markets to introduce a large supply of new-generation nickel and penny video reel slot machines. Although many of our competitors now offer these machines, we believe that we gained a significant competitive advantage by leading this trend.

     We also continue to focus on the most appropriate product mix. We continually analyze slot utilization and slot machine win per unit and determine the most profitable slot machine mix.

     Marketing

     Our marketing efforts are designed to support each of our properties as the number one casino and entertainment destination in their respective markets. Our multi-tiered players’ clubs are designed to identify and reward guests based on their level of play. Our best players receive enhanced personalized service and additional benefits through our hosting and ambassador teams. We communicate our entertainment and promotional activities to our guests through targeted direct mail as well as traditional media channels (television, print, radio and outdoor advertising).

     Centralized Operations

     Since the inception of the Company, we have developed a number of “best practice” processes and strategies for our operations. We believe that we can enhance our revenues and minimize our costs by standardizing these practices across all properties. We have centralized operations in marketing, food and beverage, hotel and gaming. In administration, we have centralized many aspects of purchasing, accounts payable, human resources, information technology and other departments. We build into these processes a high level of collaboration and communication among our six casino properties and our corporate team. Working together allows us to continually refine these processes and at the same time efficiently manage our business.

Future Expansion

     We continually evaluate opportunities to expand our operations through a variety of means, including entering new North American markets created by the legalization or expansion of casino gaming, developing new casinos or buying existing casinos in established North American casino gaming markets and expanding through continued growth at our existing properties. Although our preference is to own and operate each of our gaming properties, we may also consider expansion opportunities involving management contracts or joint ventures, including Native American gaming opportunities.

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     We are also exploring expansion opportunities in the United Kingdom in anticipation of the expected reform of that country’s casino gaming laws. Draft legislation was published for comment by the government in late 2003 that would allow large-scale modern casinos to be developed throughout the United Kingdom. Government officials have announced intentions to introduce primary reform legislation in late 2004 or early 2005, although no assurance has been given that this schedule will be adhered to. The development of modern casinos would further require the adoption of secondary gaming legislation, the adoption of planning and tax policies conducive to attract development, the formation of a new regulatory agency and the adoption of regulations.

     We continually review the operating performance of each of our existing properties and the feasibility of enhancing their performance through targeted capital expenditure programs. In doing so, we assess the anticipated relative costs and benefits of the projects under consideration, the availability of cash flows and debt financing to fund capital expenditures and competitive and other relevant factors. During 2004, we intend to add more coinless slot machines at our properties, achieving a 100% installed base at each of our Ameristar-branded properties, and begin a complete renovation of the hotel rooms at Ameristar Council Bluffs and Ameristar Kansas City.

Markets

     The following table presents a summary of the market characteristics and market performance of our Ameristar-branded properties as of December 31, 2003.

	Ameristar			Ameristar			Ameristar			Ameristar
	St. Charles			Kansas City			Council Bluffs			Vicksburg
Adult population - within 50 miles	1.8 million			1.4 million			1.0 million			0.5 million
Adult population - within 100 miles	3.7 million			2.7 million			1.7 million			1.0 million
No. of market participants		5			4			3			4
2003 annual market gaming revenue — $ in millions	$	842.4		$	614.3		$	388.1		$	239.7
2003 market growth rate		4.7	%		0.4	%		1.1	%		(1.7	%)
2003 market share		31.3	%		34.4	%		39.2	%		40.7	%
2002 market share		24.4	%		34.2	%		37.9	%		39.2	%
2003 market share rank		#1			#1			#1			#1

     Jackpot, Nevada is just across the border from the State of Idaho. The primary market area for the Jackpot Properties is Twin Falls (located approximately 45 miles north of Jackpot), Boise and eastern Idaho (both of which are approximately 150 miles from Jackpot). The primary market area comprises approximately 600,000 adults. The balance of the Jackpot properties’ customers comes primarily from the northwestern United States and southwestern Canada. As of December 31, 2003, the Jackpot properties had 63% of the slot machines and 70% of the table games in the Jackpot market.

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Competition

     St. Charles

     Ameristar St. Charles competes with four other gaming operations located in the metropolitan St. Louis area. Two of these competitors are located in the State of Illinois. Unlike the State of Missouri, Illinois does not impose a $500 per person loss limit, does not require a mandatory identification card to enter a casino and allows credit play. However, Illinois casinos are limited in the number of gaming positions allowed and are subject to a higher rate of gaming taxes than Missouri casinos. Our principal competitor is in the process of completing a $75 million expansion, which includes an additional hotel tower, with a targeted completion date of mid- to late-2004. There were no other major capital improvements or expansions in the St. Louis market in 2003.

     The St. Louis gaming market is currently insulated from other casino gaming markets. The Missouri Gaming Commission has announced that it will consider applications for additional gaming licenses in the St. Louis area, and St. Louis city officials and members of the Missouri Gaming Commission have expressed a desire for the replacement of the President Casino in downtown St. Louis with an improved facility. If one or more additional gaming licenses are granted or the President Casino is replaced or upgraded, Ameristar St. Charles would face additional competition. Illinois has one dormant gaming license that it intends to reissue in the greater Chicago area. Accordingly, we do not anticipate any new competition in the Illinois portion of the St. Louis market.

     Kansas City

     Ameristar Kansas City competes with three other gaming operations located in and around Kansas City, Missouri. In December 2003, Argosy Casino, located approximately 13 miles from Ameristar Kansas City, replaced its existing three-level casino riverboat with a single-level 62,000 square foot barge-based facility. Argosy increased its number of gaming positions by 50% and enhanced its restaurant and land-based amenities. There were no other major capital improvements or expansions by our Kansas City market competitors in 2003.

     The Kansas City market is currently insulated from other casino gaming markets, with no competing markets within 50 miles. However, see “Risk Factors” for information concerning current proposals to legalize casino gaming in or near Kansas City, Kansas, which is in close proximity to Ameristar Kansas City.

     Council Bluffs

     Ameristar Council Bluffs operates one of three gaming licenses issued for the Council Bluffs gaming market pursuant to an operating agreement with Iowa West Racing Association. The other competitors are operated by a single company and consist of another riverboat casino and a slots-only pari-mutuel racetrack casino. The operator of the competing riverboat casino recently completed an $8.5 million upgrade of its hotel and public areas, along with remodeling the steakhouse and opening a martini bar in 2003. In addition, the competing facilities began increasing the number of coinless slots in their machine base throughout 2003. The Iowa Racing and Gaming Commission recently approved the addition of 250 slot machines at the competing

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racetrack casino. This competitor also plans to add a new buffet and various other non-gaming amenities, with an expected completion date for the project in the second quarter of 2005.

     The Council Bluffs market is currently insulated from other casino gaming markets, with the nearest competing gaming jurisdiction located approximately 90 miles away. However, the State of Nebraska is currently considering various proposals to legalize casino gaming which, if passed, would likely result in increased competition to Ameristar Council Bluffs. Further, the Iowa legislature is considering a bill which, among other things, would permit the operation of table games and video poker at pari-mutuel racetracks. See “Risk Factors” for further discussion of these matters.

     Vicksburg

     Ameristar Vicksburg competes with three other gaming operations located in Vicksburg. In October 2003, a change of ownership occurred at one of Ameristar Vicksburg’s competitors. We believe that, to date, the change in ownership has benefited Ameristar Vicksburg. There were no major capital improvements or expansions by our Vicksburg market competitors in 2003. The Vicksburg market also faces regional competition from two casinos owned by a Native American tribe in Philadelphia, Mississippi, located about 70 miles east of Jackson and 115 miles east of Vicksburg. Vicksburg is also subject to competition from four casinos and one slots-only racetrack in Shreveport and Bossier City, Louisiana, located approximately 175 miles from Vicksburg.

     Several potential gaming sites still exist in or near Vicksburg and from time to time potential competitors have proposed the development of additional casinos. In addition, proposals have been made from time to time to develop additional Native American casinos in Louisiana and Mississippi, some of which could be competitive with the Vicksburg market if completed.

     Jackpot

     The Jackpot properties compete with four other hotels and motels (three of which also have casinos) in Jackpot. There were no major capital improvements or expansions in the Jackpot market in 2003. We are not aware of any other expansion plans by existing or potential competitors in Jackpot in the near future; however, casinos with video lottery terminals (“VLT”) similar to slot machines are operated on Native American land in Idaho, including one near Pocatello with approximately 500 VLT machines that is operated by the Shoshone-Bannock Tribes.

     In November 2002, the Idaho electorate passed Proposition 1, which legalized specific ticket-pay gaming machines on Native American reservations in the state, along with a limited growth plan allowing an increase of 5% in machine count per year, not to exceed 25% over the next 10 years, with a subsequent renegotiation of compacts thereafter. A legal challenge to Proposition 1 has been filed and is currently pending. Litigation is also pending concerning the scope of gaming permitted under the compact between the State of Idaho and the Shoshone-Bannock Tribes.

     In addition, casino gaming on Native American lands in both western Washington and northeastern Oregon has been in operation for several years and casinos also operate in Alberta, Canada.

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Employees and Labor Relations

     As of March 1, 2004, we employed approximately 7,050 employees. None of our employees is employed pursuant to collective bargaining or other union arrangements. We believe our employee relations are good.

Incorporation

     Ameristar was incorporated in Nevada in 1993.

Risk Factors

The gaming industry is very competitive and increased competition could have a material adverse effect on our future operations.

     The gaming industry is very competitive and we face dynamic competitive pressures in each of our markets. Several of our competitors are larger than we are and have greater financial and other resources than we do. We may be required to take actions in response to competitors that may increase our marketing costs and other operating expenses.

     Our operating properties are located in jurisdictions that restrict gaming to certain areas or are adjacent to states that prohibit or restrict gaming operations. These restrictions and prohibitions provide substantial benefits to our business and our ability to attract and retain customers. The legalization or expanded legalization or authorization of gaming within or near a market area of one of our properties could result in a significant increase in competition and have a material adverse effect on our business, financial condition and results of operations. Economic difficulties faced by state governments, as well as the increased acceptance of gaming as a leisure activity, could lead to intensified political pressure for the expansion of legalized gaming.

     From time to time, legislation and ballot measures have been unsuccessfully proposed in Kansas and Nebraska for the legalization of gaming. In Nebraska, proponents of referenda that would legalize various forms of casino gaming are soliciting signatures to place the referenda on the statewide ballot in November 2004. In both Nebraska and Kansas, bills have been introduced in the legislature for the legalization of casino gaming. These proposals would authorize gaming in or near, among other places, Omaha, Nebraska and Kansas City, Kansas, in close proximity to our existing facilities in Council Bluffs, Iowa and Kansas City, Missouri, respectively. The legalization of gaming in these locations and the additional competition resulting from the subsequent development of competing gaming properties could have a material adverse effect on us. Even if the current proposals are unsuccessful, we expect similar proposals will be made in the future and may be adopted.

     The Missouri Gaming Commission has announced that it will consider applications for additional gaming licenses in the St. Louis area. St. Louis city officials and members of the Missouri Gaming Commission have also stated that they would like to see a currently operating casino in downtown St. Louis improved or replaced. If one or more additional gaming licenses are issued in the St. Louis area or the facility in downtown St. Louis improved, Ameristar St. Charles would face additional competition.

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     The Iowa Racing and Gaming Commission recently approved the addition of 250 slot machines for one of our competitors in Council Bluffs, and this competitor also plans to add a new buffet and certain other non-gaming amenities. Additionally, the Iowa legislature is currently considering a bill that would, among other things, eliminate the cruising requirements currently applicable to riverboat casinos and permit table games and video poker at pari-mutuel racetracks (which are currently limited to slot machines). If enacted, we believe that Ameristar Council Bluffs would be adversely affected by the operation of table games and video poker at the competing racetrack casino in Council Bluffs.

     Native American gaming facilities in some instances operate under regulatory and financial requirements that are less stringent than those imposed on state-licensed casinos, which could provide them with a competitive advantage and lead to increased competition in our markets. Recently, our Jackpot properties have seen intensified competition from an Idaho Native American facility that is closer to a portion of our market area.

     The entry into our current markets of additional competitors could have a material adverse effect on our business, financial condition and results of operations, particularly if a competitor were to obtain a license to operate a gaming facility in a superior location. Furthermore, increases in the popularity of, and competition from, Internet and other account wagering and gaming services, which allow customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, could have a material adverse effect on our business, financial condition, operating results and prospects.

If the jurisdictions in which we operate increase gaming taxes and fees, our results could be adversely affected.

     State and local authorities raise a significant amount of revenue through taxes and fees on gaming activities. From time to time, legislators and government officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. Periods of economic downturn and budget deficits such as currently exist in many states may intensify the efforts of state and local governments to raise revenues through increases in gaming taxes. In 2002, large gaming tax increases were enacted in Illinois and Indiana. In 2003, Illinois enacted an additional large gaming tax increase, the State of New Jersey increased various taxes on casinos and casino patrons and the State of Nevada increased its tax on gross gaming revenues from 6.25% to 6.75%.

     The Iowa Supreme Court ruled in 2002 that the differential in the maximum gaming tax rate applicable to slot operations at racetracks (32%) and riverboat casinos (20%) violates the equal protection clauses of the Iowa and United States constitutions, and a lower state court subsequently ruled that the racetracks were due a refund of taxes paid in excess of a 20% rate for prior periods. This decision was reversed by the United States Supreme Court in 2003 with respect to those portions of its decision that relied on federal law. However, in February 2004, the Iowa Supreme Court reaffirmed its holding based solely on state constitutional grounds. In order to overcome the budgetary constraints resulting from this court decision, the Iowa legislature is currently considering a bill which would, among other things, increase the maximum gaming tax rate on riverboat casinos from 20% to 22%.

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     Several bills have recently been introduced in the Missouri legislature that would increase the gaming tax rate and eliminate the existing $500 loss limit per two-hour “cruise.”

     If the jurisdictions in which we operate were to increase gaming taxes or fees, depending on the magnitude of the increase and any offsetting factors (such as the elimination of the loss limit in Missouri), our financial condition and results of operations could be materially adversely affected.

Our business is subject to restrictions and limitations imposed by gaming regulatory authorities that could adversely affect us.

     The ownership and operation of casino gaming facilities are subject to extensive state and local regulation. The States of Missouri, Iowa, Mississippi and Nevada and the applicable local authorities require various licenses, findings of suitability, registrations, permits and approvals to be held by us and our subsidiaries. The Missouri Gaming Commission, the Iowa Racing and Gaming Commission, the Mississippi Gaming Commission and the Nevada Gaming Commission may, among other things, limit, condition, suspend, revoke or not renew a license or approval to own the stock of any of our Missouri, Iowa, Mississippi or Nevada subsidiaries, respectively, for any cause deemed reasonable by such licensing authority. Our licenses in Missouri need to be renewed every two years, our gaming license in Iowa must be renewed or continued every year, and our gaming license in Mississippi must be renewed every three years. If we violate gaming laws or regulations, substantial fines could be levied against us, our subsidiaries and the persons involved, and we could be forced to forfeit portions of our assets. The suspension, revocation or non-renewal of any of our licenses or the levy on us of substantial fines or forfeiture of assets could have a material adverse effect on our business, financial condition and results of operations.

     To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for the operation of our currently operating gaming activities. However, gaming licenses and related approvals are deemed to be privileges under the laws of all the jurisdictions in which we operate. We cannot assure you that our existing licenses, permits and approvals will be maintained or extended. We also cannot assure you that any new licenses, permits and approvals that may be required in the future will be granted to us.

Financial leverage may impair our financial condition and restrict our operations.

     Our leverage ratio (as defined in our senior credit facilities) has improved from 4.55:1 as of December 31, 2002 to 3.49:1 as of December 31, 2003, and our total indebtedness (including obligations under capital leases) has decreased from $798.5 million as of December 31, 2002 to $716.9 million as of December 31, 2003. However, the degree to which we are leveraged could have important adverse consequences to our business, including:

• Increasing our vulnerability to general adverse economic and industry conditions;

• Limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions and other general corporate requirements;

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• Requiring a substantial portion of our cash flows from operations for the payment of interest on our debt and reducing our ability to use our cash flows to fund working capital, capital expenditures, acquisitions and general corporate requirements;

• Limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• Placing us at a competitive disadvantage to less leveraged competitors.

     The terms of our senior credit facilities and the indenture governing our senior subordinated notes contain covenants that may restrict our ability to, among other things, borrow money, pay dividends and effect a consolidation, merger or disposal of substantially all of our assets. Although the covenants in our senior credit facilities and the indenture are subject to various exceptions that are intended to allow us to operate without undue restraint in certain anticipated circumstances, we cannot assure you that these covenants will not adversely affect our ability to finance future operations or capital needs or to engage in other activities that may be in our best interest. In addition, our long-term debt requires us to maintain specified financial ratios and satisfy certain financial condition tests, which may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. A breach of any of these covenants would result in a default under our senior credit facilities and the indenture. If an event of default under our senior credit facilities occurs, the lenders could elect to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. In addition, our senior credit facilities are secured by first priority security interests on substantially all of our real and personal property, including the capital stock of our subsidiaries. If we are unable to pay all amounts declared due and payable in the event of a default, the lenders could foreclose on these assets.

Worsening economic conditions or geopolitical circumstances may adversely affect our business.

     Our business may be adversely affected by economic downturns and instability, as we are dependent on discretionary spending by our customers. Any worsening of current economic conditions could cause fewer people to spend money at our properties and could adversely affect our revenues. Other geopolitical events, such as terrorism or the threat of terrorism, may deter customers from visiting our properties.

We have limited opportunities to grow our business.

     The casino gaming industry has limited growth opportunities. Most jurisdictions in which casino gaming is currently permitted place numerical and/or geographical limitations on the issuance of new gaming licenses. Although a number of jurisdictions in the United States and foreign countries are considering legalizing or expanding casino gaming, in some cases new gaming operations may be restricted to specific locations, such as pari-mutuel racetracks. Moreover, it is not clear whether the tax, land use planning and regulatory structures that may be applicable to any new gaming opportunity would make the development and operation of a casino financially acceptable. We expect that there will be intense competition for any attractive new opportunities that do arise, and many of the companies competing for such opportunities will have greater resources than we do. Therefore, we cannot assure you that we will be able to successfully expand our business.

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     Craig H. Neilsen owns a majority of our common stock and controls our affairs.

     Mr. Neilsen is our Chairman of the Board, President and Chief Executive Officer, and he owns approximately 57% of our outstanding Common Stock. Accordingly, Mr. Neilsen has the ability to control our operations and affairs, including the election of the entire Board of Directors and, except as otherwise provided by law, other matters submitted to a vote of the stockholders, including a merger, consolidation or sale of assets. As a result, actions which may be supported by a majority of the other stockholders could be blocked by Mr. Neilsen. In addition, Mr. Neilsen’s substantial ownership affects the liquidity in the market for our Common Stock.

     A change in control could result in the acceleration of our debt obligations.

     Certain changes in control could result in the acceleration of our senior credit facilities and our senior subordinated notes. This acceleration could be triggered in the event Mr. Neilsen sells a significant portion of his stock or upon his death if his estate, private foundation, heirs or devisees sell a substantial number of shares of our Common Stock, which they might have to do in order to pay estate tax liabilities or satisfy legal requirements applicable to shareholdings by private foundations. We cannot assure you that we would be able to repay any indebtedness that is accelerated as a result of a change in control, and this would likely materially adversely affect our financial condition.

Our business may be materially impacted by an act of terrorism or by additional security requirements that may be imposed on us.

     The U.S. Department of Homeland Security has stated that places where large numbers of people congregate, including hotels, are subject to a heightened risk of terrorism. An act of terrorism affecting one of our properties, whether or not covered by insurance, or otherwise affecting the travel and tourism industry in the United States, may have a material adverse effect on our business. Additionally, our business may become subject to increased security measures designed to prevent terrorist acts. Recently, the U.S. Coast Guard promulgated regulations under the Maritime Transportation Security Act of 2002 which apply to facilities and vessels on or near navigable waterways. These regulations require, among other measures, patrons of such facilities to undergo security screening and physical search and to produce photo identification. However, we recently received approval from the Coast Guard to utilize an alternative program that will allow us to avoid imposition of many of the most intrusive measures of the new regulations. We do not anticipate that the costs associated with the implementation of the alternative program will be material.

Many factors, some of which are beyond our control, could adversely affect our ability to successfully complete our construction and development projects as planned.

     General Construction Risks — Delays and Cost Overruns. Construction and expansion projects for our properties entail significant risks. These risks include: (1) shortages of materials (including slot machines or other gaming equipment); (2) shortages of skilled labor or work stoppages; (3) unforeseen construction scheduling, engineering, environmental or geological

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problems; (4) weather interference, floods, fires or other casualty losses; (5) unanticipated cost increases; and (6) construction period disruption to existing operations.

     Our anticipated costs and construction periods for construction projects are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects, consultants and contractors. The cost of any construction project undertaken by us may vary significantly from initial expectations, and we may have a limited amount of capital resources to fund cost overruns on any project. If we cannot finance cost overruns on a timely basis, the completion of one or more projects may be delayed until adequate cash flows from operations or other financing is available. The completion date of any of our construction projects could also differ significantly from initial expectations for construction-related or other reasons. We cannot assure you that any project will be completed on time, if at all, or within established budgets. Significant delays or cost overruns on our construction projects could have a material adverse effect on our business, financial condition and results of operations.

     We employ “fast-track” design and construction methods in some of our construction and development projects. This involves the design of future stages of construction while earlier stages of construction are underway. Although we believe that the use of fast-track design and construction methods can reduce the overall construction time, these methods may not always result in such reductions, may involve additional construction costs than otherwise would be incurred and may increase the risk of disputes with contractors, all of which could have a material adverse effect on our business, financial condition and results of operations.

     Construction Dependent upon Available Financing and Cash Flows from Operations. The availability of funds under our senior credit facilities at any time will be dependent upon, among other factors, the amount of our consolidated earnings before interest, taxes, depreciation and amortization expense (“EBITDA”) during the preceding four full fiscal quarters. Our future operating performance will be subject to financial, economic, business, competitive, regulatory and other factors, many of which are beyond our control. Accordingly, we cannot assure you that our future consolidated EBITDA and the resulting availability of operating cash flows or borrowing capacity will be sufficient to allow us to undertake or complete current or future construction projects.

     As a result of operating risks, including those described in this section, and other risks associated with a new venture, we cannot assure you that, once completed, any development project will increase our operating profits or operating cash flows.

If any of our key personnel leaves us, our business may be significantly affected.

     We depend on the continued performance of Craig H. Neilsen, our Chairman, President and Chief Executive Officer, and the rest of our management team. If we lose the services of Mr. Neilsen, any of our other key executives or our senior property management personnel and cannot replace such persons in a timely manner, it could have a material adverse effect on our business.

The market for qualified property and corporate management personnel is subject to intense competition.

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     We have experienced and expect to continue to experience strong competition in hiring and retaining qualified property and corporate management personnel. Recruiting and retaining qualified management personnel is particularly difficult at Ameristar Vicksburg and the Jackpot properties due to local market conditions. If we are unable to successfully recruit and retain qualified management personnel at our properties or at our corporate level, our results of operations could be materially adversely affected.

Adverse weather conditions in the areas in which we operate could have an adverse effect on our results of operations and financial condition.

     Adverse weather conditions, particularly flooding, heavy snowfall and other extreme conditions, can deter our customers from traveling or make it difficult for them to visit our properties. If any of our properties were to experience prolonged adverse weather conditions, or if our Midwestern properties were to simultaneously experience adverse weather conditions, our results of operations and financial condition would be adversely affected.

Any loss from service of our riverboat and barge facilities for any reason could materially adversely affect us.

     Our riverboat and barge facilities could be lost from service due to casualty, mechanical failure, extended or extraordinary maintenance, floods or other severe weather conditions. Cruises of the Council Bluffs casino vessel are subject to risks generally incident to the movement of vessels on inland waterways, including risks of casualty due to river turbulence, other vessels and severe weather conditions. In addition, U.S. Coast Guard regulations set limits on the operation of vessels and require that vessels be operated by a minimum complement of licensed personnel.

     The U.S. Coast Guard also requires all United States flagged-passenger vessels operating exclusively in fresh water to conduct a thorough dry-dock inspection of underwater machinery, valves and hull every five years. Less stringent inspection requirements apply to permanently moored barges like those at Ameristar Kansas City, Ameristar St. Charles and Ameristar Vicksburg. The Ameristar Council Bluffs riverboat was due for its dry-dock inspection in November 2000, but we have been accepted into a U.S. Coast Guard program that has extended the dry-dock requirement to October 2005 by undergoing a thorough underwater inspection. We may be unable to further extend the dry-dock requirement, and a dry-dock inspection would take the Council Bluffs casino out of service for a substantial period of time. This could have a material adverse effect on Ameristar Council Bluffs and on our business, financial condition and results of operations. We cannot assure you that we will actually obtain any further extension of the dry-dock requirement or that similar extensions will be obtained in the future.

     The Ameristar Vicksburg site has experienced some geologic instability that requires periodic maintenance and improvements. Although we reinforced the cofferdam basin in which the vessel floats in 1999, further reinforcements may be necessary. We are also monitoring the site to evaluate what further steps, if any, may be necessary to stabilize the site to permit operations to continue. A site failure would require Ameristar Vicksburg to limit or cease operations.

     The loss of a riverboat or barge facility from service for any period of time likely would adversely affect our operating results and borrowing capacity under our long-term debt facilities. It could also result in the occurrence of an event of a default under our credit agreement.

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We could face severe penalties and material remediation costs if we fail to comply with applicable environmental regulations.

     As is the case with any owner or operator of real property, we are subject to a variety of federal, state and local governmental regulations relating to the use, storage, discharge, emission and disposal of hazardous materials. Failure to comply with environmental laws could result in the imposition of severe penalties or restrictions on operations by government agencies or courts, which could adversely affect our operations. We do not have environmental liability insurance to cover most such events, and the environmental liability insurance coverage we maintain to cover certain events includes significant limitations and exclusions. In addition, if we discover any significant environmental contamination affecting any of our properties, we could face material remediation costs or additional development costs for future expansion activities.

Government Regulation

     The ownership and operation of casino gaming facilities are subject to extensive state and local regulation. We are required to obtain and maintain gaming licenses in each of the jurisdictions in which we conduct gaming. The limitation, conditioning or suspension of gaming licenses could (and the revocation or non-renewal of gaming licenses, or the failure to reauthorize gaming in certain jurisdictions, would) materially adversely affect our operations in that jurisdiction. In addition, changes in law that restrict or prohibit our gaming operations in any jurisdiction could have a material adverse effect on us.

     Missouri. The ownership and operation of riverboat and dockside gaming facilities in Missouri are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Missouri Gaming Commission. The Missouri Riverboat Gaming Act (the “Missouri Act”) provides for the licensing and regulation of riverboat and dockside gaming operations on the Mississippi and Missouri Rivers in the State of Missouri and the licensing and regulation of persons who distribute gaming equipment and supplies to gaming licensees.

     The Missouri Gaming Commission has discretion to approve gaming license applications for permanently moored (“dockside”) casinos, powered (“excursion”) riverboat casinos and barges and to determine the number, location and type of excursion gambling boats allowed each licensee. Due to safety concerns, all gaming vessels on the Missouri River are permitted to be moored in moats within 1,000 feet of the river. Gaming licenses are initially issued for two one-year periods and must be renewed every two years thereafter. The gaming licenses at Ameristar Kansas City and Ameristar St. Charles are next subject to renewal in September 2004. No gaming licensee may pledge or transfer in any way any license, or any interest in a license, issued by the Missouri Gaming Commission. As a result, the gaming licenses of our wholly owned Missouri subsidiaries were not pledged to secure our senior credit facilities.

     The issuance, transfer and pledge of ownership interests in a gaming licensee are also subject to strict notice and approval requirements. Missouri Gaming Commission regulations prohibit a licensee from doing any of the following without at least 60 days’ prior notice to the Missouri Gaming Commission, and during such period, the Missouri Gaming Commission may disapprove the transaction or require the transaction be delayed pending further investigation:

• any transfer or issuance of an ownership interest in a gaming licensee that is not a publicly held entity or a holding company that is not a publicly held entity, and

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• any pledge or grant of a security interest in an ownership interest in a gaming licensee that is not a publicly held entity or a holding company that is not a publicly held entity;

provided that no ownership interest may be transferred in any way pursuant to any pledge or security interest without separate notice to the Missouri Gaming Commission at least 30 days prior to such transfer, which restriction must be specifically included in the grant of a security interest.

     Under the Missouri Act, all members of our Board of Directors, certain members of our management and certain of our employees associated with our gaming business are required to obtain and maintain occupational licenses. Currently, all such persons required to obtain occupational licenses have obtained them. The Missouri Gaming Commission may deny an application for a license for any cause that it deems reasonable.

     Substantially all loans, leases, sales of securities and similar financing transactions by a gaming licensee must be reported to and approved by the Missouri Gaming Commission. Missouri Gaming Commission regulations require a licensee to notify the Missouri Gaming Commission of its intention to consummate any of the following transactions at least 15 days prior to such consummation, and the Missouri Gaming Commission may reopen the licensing hearing prior to or following the consummation date to consider the effect of the transaction on the licensee’s suitability:

• any issuance of an ownership interest in a publicly held gaming licensee or a publicly held holding company, if such issuance would involve, directly or indirectly, an amount of ownership interest equaling 5% or greater of the ownership interest in the gaming licensee or holding company after the issuance is complete,

• any private incurrence of debt equal to or exceeding $1 million by a gaming licensee or holding company that is affiliated with the holder of a license,

• any public issuance of debt by a gaming licensee or holding company that is affiliated with the holder of a license, and

• any significant related party transaction as defined in the regulations.

The Missouri Gaming Commission may waive or reduce the 15-day notice requirement.

     The Missouri Act imposes operational requirements on riverboat operators, including a charge of $2 per gaming customer per two-hour “cruise” that licensees must pay to the Missouri Gaming Commission, certain minimum payout requirements, a 20% tax on adjusted gross receipts, prohibitions against providing credit to gaming customers (except for the use of credit cards and cashing checks) and a requirement that each licensee reimburse the Missouri Gaming Commission for all costs of any Missouri Gaming Commission staff necessary to protect the public on the licensee’s riverboat. Licensees must also submit audited quarterly financial reports to the Missouri Gaming Commission and pay the associated auditing fees. Other areas of operation which are subject to regulation under Missouri rules are the size, denomination and handling of chips and tokens, the surveillance methods and computer monitoring of electronic games, accounting and audit methods and procedures, and approval of an extensive internal control system. The Missouri rules also require that all of an operator’s chips, tokens, dice,

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playing cards and electronic gaming devices must be acquired from suppliers licensed by the Missouri Gaming Commission, or another person or entity approved by the Missouri Gaming Commission.

     The Missouri Act provides for a loss limit of $500 per person per two-hour “cruise.” Although the Missouri Act provides no limit on the amount of riverboat space that may be used for gaming, the Missouri Gaming Commission can impose space limitations through the adoption of rules and regulations. Additionally, United States Coast Guard safety regulations could affect the amount of riverboat space that may be devoted to gaming. The Missouri Act also includes requirements as to the form of riverboats, which must resemble Missouri’s riverboat history to the extent practicable and include certain non-gaming amenities. All licensees currently operating riverboat gaming operations in Missouri are authorized to conduct all or a portion of their operations on a dockside basis, and open and continuous boarding is permitted.

     The Missouri Act requires each licensee to post a bond or other security to guarantee that the licensee complies with its statutory obligations. The Missouri Act also gives the Missouri Gaming Commission the authority to require gaming licensees to post a bond or other form of security to the State of Missouri to, among other things, guarantee the completion of an expansion of a gaming facility within a time period determined by the Missouri Gaming Commission.

     To promote safety, the Missouri Gaming Commission has required that gaming entertainment barges obtain annual certification from the American Bureau of Shipping.

     If the Missouri Gaming Commission decides that a gaming subsidiary violated a gaming law or regulation, the Missouri Gaming Commission could limit, condition, suspend or revoke the license of the gaming subsidiary. In addition, a gaming subsidiary, its parent company and the persons involved could be subject to substantial fines for each separate violation. Limitation, conditioning or suspension of any gaming license could (and revocation of any gaming license would) materially adversely affect Ameristar and our gaming subsidiaries’ gaming operations.

     The Missouri Gaming Commission regulates the issuance of excursion liquor licenses, which authorize the licensee to serve, offer for sale, or sell intoxicating liquor aboard any excursion gambling boat, or facility immediately adjacent to and contiguous with the excursion gambling boat, which is owned and operated by the licensee. An excursion liquor license is granted for a one-year term by the Missouri Gaming Commission and is renewable annually. The Commission can discipline an excursion liquor licensee for any violation of Missouri law or the Missouri Gaming Commission’s rules. Licensees are responsible for the conduct of their business and for any act or conduct of any employee on the premises that is in violation of the Missouri Act or the rules of the Missouri Gaming Commission. Missouri Gaming Commission liquor control regulations also include prohibitions on certain intoxicating liquor promotions and a ban on fees accepted for advertising products. Only Class A licensees can obtain a liquor license from the Missouri Gaming Commission. Class A licenses are licenses granted by the Commission to allow the holder to conduct gambling games on an excursion gambling boat and to operate an excursion gambling boat.

     Iowa. Ameristar’s Council Bluffs operations are conducted by our wholly owned subsidiary, Ameristar Casino Council Bluffs, Inc. (“ACCBI”), and are subject to Chapter 99F of the Iowa Code and the regulations promulgated thereunder. ACCBI’s gaming operations are subject to the

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licensing and regulatory control of the Iowa Racing and Gaming Commission (the “Iowa Gaming Commission”).

     Under Iowa law, wagering on a “gambling game” is legal when conducted by a licensee on an “excursion gambling boat.” An “excursion gambling boat” is a self-propelled excursion boat. “Gambling game” means any game of chance authorized by the Iowa Gaming Commission. The excursion season is from April 1 through October 31 of each calendar year. The vessel must operate at least one excursion each day for 100 days during the excursion season to operate during the off-season. Each excursion must consist of a minimum of two hours. ACCBI has satisfied the requirements of Iowa law for the conduct of off-season operations since 1997.

     The legislation permitting riverboat gaming in Iowa authorizes the granting of licenses to “qualified sponsoring organizations.” A “qualified sponsoring organization” is defined as a person or association that can show to the satisfaction of the Iowa Gaming Commission that the person or association is eligible for exemption from federal income taxation under Section 501(c)(3), (4), (5), (6), (7), (8), (10) or (19) of the Internal Revenue Code (hereinafter “not-for-profit corporation”). The not-for-profit corporation is permitted to enter into operating agreements with persons qualified to conduct riverboat gaming operations. Such operators must be approved and licensed by the Iowa Gaming Commission. On January 27, 1995, the Iowa Gaming Commission authorized the issuance of a license to conduct gambling games on an excursion gambling boat to Iowa West Racing Association, a not-for-profit corporation organized for the purpose of facilitating riverboat gaming in Council Bluffs (the “Association”). The Association has entered into an agreement with ACCBI authorizing ACCBI to operate riverboat gaming operations in Council Bluffs under the Association’s gaming license (the “Operator’s Contract”), and the Iowa Gaming Commission has approved this contract. The term of the Operator’s Contract runs until March 31, 2010.

     Under Iowa law, a license to conduct gambling games may be issued in a county only if the county electorate has approved such gambling games. Although the electorate of Pottawattamie County, which includes the City of Council Bluffs, most recently reauthorized by referendum in 2002 the gambling games conducted by ACCBI, a reauthorization referendum must be submitted to the electorate in the general election to be held in 2010 and each eight years thereafter. Each such referendum requires the affirmative vote of a majority of the persons voting thereon. In the event a reauthorization referendum is defeated in 2010 or thereafter, the licenses granted to the Association and ACCBI would not be subject to renewal and ACCBI would be required to cease conducting gambling games. After a referendum has been held which defeated a proposal to conduct gambling games on excursion gambling boats, another referendum on a proposal to conduct gambling games on excursion gambling boats may not be held for at least two years.

     Substantially all of ACCBI’s material transactions are subject to review and approval by the Iowa Gaming Commission. Written and oral contracts and business arrangements involving a related party or in which the term exceeds three years or the total value exceeds $100,000 are agreements that qualify for submission to and approval by the Iowa Gaming Commission (“Qualifying Agreements”). Qualifying Agreements are limited to: (1) obligations that expense, encumber or lend ACCBI assets to anyone other than a not-for-profit entity or a unit of government for the payment of taxes and utilities; (2) any disposal of ACCBI assets or the provision of goods and services at less than market value to anyone other than a not-for-profit entity or a unit of government; and (3) a previously approved Qualifying Agreement, if

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consideration exceeds the approved amount by the greater of $100,000 or 25%. Each Qualifying Agreement must be submitted to the Iowa Gaming Commission within 30 days of execution. Iowa Gaming Commission approval must be obtained prior to implementation, unless the Qualifying Agreement contains a written clause stating that the agreement is subject to Iowa Gaming Commission approval. Qualifying Agreements that are ongoing or open-ended need only be submitted on initiation, unless there is a material change in terms or noncompliance with the requirement that consideration be given to the use of Iowa resources, goods and services. Additionally, contracts negotiated between ACCBI and a related party must be accompanied by economic and qualitative justification.

     ACCBI is required to notify the Iowa Gaming Commission of the identity of each director, corporate officer and owner, partner, joint venturer, trustee or any other person who has a beneficial interest of 5% or more, direct or indirect, in ACCBI. The Iowa Gaming Commission may require ACCBI to submit background information on such persons. The Iowa Gaming Commission may require ACCBI to provide a list of persons holding beneficial ownership interests in ACCBI of less than 5%. For purposes of these rules, “beneficial interest” includes all direct and indirect forms of ownership or control, voting power or investment power held through any contract, lien, lease, partnership, stockholding, syndication, joint venture, understanding, relationship, present or reversionary right, title or interest or otherwise. The Iowa Gaming Commission may suspend or revoke the license of a licensee in which a director, corporate officer or holder of a beneficial interest includes or involves any person or entity which is found to be ineligible as a result of want of character, moral fitness, financial responsibility, professional responsibility or due to failure to meet other criteria employed by the Iowa Gaming Commission.

     ACCBI must submit detailed financial, operating and other reports to the Iowa Gaming Commission. ACCBI must file weekly and monthly gaming reports indicating adjusted gross receipts received from gambling games and the total number and amount of money received from admissions. Additionally, ACCBI must file annual financial statements covering all financial activities related to its operations for each fiscal year. ACCBI must also keep detailed records regarding its equity structure and owners.

     Iowa has a graduated wagering tax equal to 5% of the first $1.0 million of annual adjusted gross receipts, 10% of the next $2.0 million of annual adjusted gross receipts and 20% of annual adjusted gross receipts over $3.0 million. In addition, the state charges other fees on a per-customer basis. Additionally, ACCBI pays to the City of Council Bluffs a fee equal to $0.50 per passenger. Under the Operator’s Contract, ACCBI also pays the Association a graduated fee equal to 5% of the first $30 million of annual adjusted gross receipts, 4% of the next $30 million of annual adjusted gross receipts, 3% of the next $30 million of annual adjusted gross receipts, 2% of the next $30 million of annual adjusted gross receipts and 0.5% of the next $30 million of annual adjusted gross receipts (up to $150,000,000 of annual adjusted gross receipts).

     All persons participating in any capacity at a gaming facility, with the exception of certified law enforcement officers while they are working for the facility as uniformed officers, are required to obtain occupational licenses from the Iowa Gaming Commission. All such licenses require annual renewal. The Iowa Gaming Commission has broad discretion to deny or revoke any occupational license.

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     If the Iowa Gaming Commission decides that a gaming law or regulation has been violated, the Iowa Gaming Commission has the power to assess fines, revoke or suspend licenses or to take any other action as may be reasonable or appropriate to enforce the gaming rules and regulations.

     ACCBI is subject to licensure by the Alcoholic Beverages Division (“ABD”) of the Iowa Department of Commerce, which administers and enforces the laws of the State of Iowa concerning alcoholic beverages. Additionally, ACCBI is subject to liquor ordinances adopted by local authorities. A local authority may adopt ordinances governing establishments, which are located within their jurisdiction. Local ordinances may be more restrictive than state law, but they may not conflict with state law. The ABD and the local authorities have full power to suspend or revoke any license for the serving of alcoholic beverages.

     Mississippi. The ownership and operation of casino gaming facilities in the State of Mississippi are subject to extensive state and local regulation but primarily the licensing and regulatory control of the Mississippi Gaming Commission (the “Mississippi Commission”).

     The Mississippi Gaming Control Act (the “Mississippi Act”) is similar to the Nevada Gaming Control Act. The Mississippi Commission has adopted regulations that are also similar in many respects to the Nevada gaming regulations.

     The laws, regulations and supervisory procedures of the Mississippi Commission are based upon declarations of public policy that are concerned with, among other things, (1) the prevention of unsavory or unsuitable persons from having direct or indirect involvement with gaming at any time or in any capacity; (2) the establishment and maintenance of responsible accounting practices and procedures; (3) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission; (4) the prevention of cheating and fraudulent practices; (5) providing a source of state and local revenues through taxation and licensing fees; and (6) ensuring that gaming licensees, to the extent practicable, employ Mississippi residents. The regulations are subject to amendment and interpretation by the Mississippi Commission. We believe that our compliance with the licensing procedures and regulatory requirements of the Mississippi Commission will not affect the marketability of our securities. Changes in Mississippi laws or regulations may limit or otherwise materially affect the types of gaming that may be conducted and such changes, if enacted, could have an adverse effect on us and our Mississippi gaming operations.

     The Mississippi Act provides for legalized dockside gaming in each of the fourteen counties that border the Gulf Coast or the Mississippi River, but only if the voters in the county have not voted to prohibit gaming in that county. In recent years, certain anti-gaming groups proposed for adoption through the initiative and referendum process certain amendments to the Mississippi Constitution, which would prohibit gaming in the state. The proposals were declared illegal by Mississippi courts on constitutional and procedural grounds. The latest ruling was appealed to the Mississippi Supreme Court, which affirmed the decision of the lower court. If another such proposal were to be made and if a sufficient number of signatures were to be gathered to place a legal initiative on the ballot, it would be possible for the voters of Mississippi to consider such a proposal in November 2006. While we are unable to predict whether such an initiative will appear on a ballot or the likelihood of such an initiative being approved by the voters, if such an

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initiative were approved and gaming were prohibited in Mississippi, it would have a significant adverse effect on us and our operations.

     As of January 1, 2004, dockside gaming was permissible in nine of the fourteen eligible counties in the state and gaming operations had commenced in seven counties. Under Mississippi law, gaming vessels must be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River or in the waters lying south of the counties along the Mississippi Gulf Coast. The Mississippi Act permits unlimited stakes gaming on permanently moored vessels on a 24-hour basis and does not restrict the percentage of space which may be utilized for gaming. The Mississippi Act permits substantially all traditional casino games and gaming devices.

     We and any subsidiary of ours that operates a casino in Mississippi (a “Mississippi Gaming Subsidiary”) are subject to the licensing and regulatory control of the Mississippi Commission. As the sole stockholder of Ameristar Casino Vicksburg, Inc. (“ACVI”), we are registered under the Mississippi Act as a publicly traded corporation (a “Registered Corporation”). As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Mississippi Commission and furnish any other information which the Mississippi Commission may require. If we are unable to continue to satisfy the registration requirements of the Mississippi Act, we and any Mississippi Gaming Subsidiary cannot own or operate gaming facilities in Mississippi. No person may become a stockholder of or receive any percentage of profits from a Mississippi Gaming Subsidiary without first obtaining licenses and approvals from the Mississippi Commission. We have obtained such approvals in connection with our ownership of ACVI.

     A Mississippi Gaming Subsidiary must maintain a gaming license from the Mississippi Commission to operate a casino in Mississippi. Such licenses are issued by the Mississippi Commission subject to certain conditions, including continued compliance with all applicable state laws and regulations. There are no limitations on the number of gaming licenses that may be issued in Mississippi. Gaming licenses require the payment of periodic fees and taxes, are not transferable, are issued for a three-year period (and may be continued for two additional three-year periods) and must be renewed periodically thereafter. ACVI most recently was granted a renewal of its gaming license by the Mississippi Commission on December 18, 2002.

     Certain of our officers and employees and the officers, directors and certain key employees of our Mississippi Gaming Subsidiary must be found suitable or approved by the Mississippi Commission. We believe that we have obtained, applied for or are in the process of applying for all necessary findings of suitability with respect to such persons affiliated with Ameristar or ACVI, although the Mississippi Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with Ameristar or ACVI may be required to be found suitable, in which case those persons must pay the costs and fees associated with such investigation. The Mississippi Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Moreover, changes in certain licensed positions, including changes in any person’s corporate position or title, must be reported to the Mississippi Commission, and the Mississippi Commission has jurisdiction to disapprove such changes. The Mississippi Commission has the power to require us and any Mississippi Gaming Subsidiary to suspend or dismiss officers, directors and other key employees or sever relationships with other persons who refuse to file

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appropriate applications or whom the authorities find unsuitable to act in such capacities. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Mississippi.

     At any time, the Mississippi Commission has the power to investigate and require the finding of suitability of any record or beneficial stockholder of Ameristar. The Mississippi Act requires any person who acquires more than 5% of any class of voting securities of a Registered Corporation, as reported to the Securities and Exchange Commission, to report the acquisition to the Mississippi Commission, and such person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than 10% of any class of voting securities of a Registered Corporation, as reported to the Securities and Exchange Commission, must apply for a finding of suitability by the Mississippi Commission and must pay the costs and fees that the Mississippi Commission incurs in conducting the investigation. If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information, including a list of beneficial owners.

     The Mississippi Commission generally has exercised its discretion to require a finding of suitability of any beneficial owner of more than 5% of any class of voting securities of a Registered Corporation. However, under certain circumstances, an “institutional investor,” as defined in the Mississippi Commission’s regulations, which acquires more than 10% but not more than 15% of the voting securities of a Registered Corporation may apply to the Mississippi Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the corporate charter, bylaws, management, policies or operations of the Registered Corporation or any of its gaming affiliates, or any other action which the Mississippi Commission finds to be inconsistent with holding the voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes include (1) voting on all matters voted on by stockholders; (2) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in the Registered Corporation’s management, policies or operations; and (3) such other activities as the Mississippi Commission may determine to be consistent with such investment intent.

     Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Mississippi Commission may be found unsuitable. The same restrictions apply to a record owner of our securities if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of our securities beyond such time as the Mississippi Commission prescribes may be guilty of a misdemeanor. We may be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any Mississippi Gaming Subsidiary owned by us, the company involved (1) pays the unsuitable person any dividend or other distribution upon such person’s voting securities; (2) recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person; (3) pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or (4) fails to pursue

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all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at fair market value.

     We may be required to disclose to the Mississippi Commission, upon request, the identities of the holders of our debt or other securities. In addition, under the Mississippi Act, the Mississippi Commission, in its discretion, may require the holder of any debt security of a Registered Corporation to file an application, be investigated and be found suitable to own the debt security if the Mississippi Commission has reason to believe that the holder’s ownership of such debt securities would be inconsistent with the declared policies of the State.

     Although the Mississippi Commission generally does not require the individual holders of obligations such as notes to be investigated and found suitable, the Mississippi Commission retains the discretion to do so for any reason, including but not limited to a default, or where the holder of the debt instruments exercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Commission in connection with such an investigation.

     If the Mississippi Commission determines that a person is unsuitable to own a debt security, then the Registered Corporation may be sanctioned, including the loss of its approvals, if without the prior approval of the Mississippi Commission it (1) pays to the unsuitable person any dividend, interest, or any distribution whatsoever; (2) recognizes any voting right by the unsuitable person in connection with those securities; (3) pays the unsuitable person remuneration in any form; or (4) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

     Each Mississippi Gaming Subsidiary must maintain in Mississippi a current ledger with respect to the ownership of its equity securities and we must maintain in Mississippi a current list of our stockholders, which must reflect the record ownership of each outstanding share of any class of our equity securities. The ledger and stockholder lists must be available for inspection by the Mississippi Commission at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Commission. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner.

     The Mississippi Act requires that the certificates representing securities of a Registered Corporation bear a legend indicating that the securities are subject to the Mississippi Act and the regulations of the Mississippi Commission. We have received from the Mississippi Commission a waiver of this legend requirement. The Mississippi Commission has the power to impose additional restrictions on the holders of our securities at any time.

     Substantially all material loans, leases, sales of securities and similar financing transactions by a Registered Corporation or a Mississippi Gaming Subsidiary must be reported to or approved by the Mississippi Commission. A Mississippi Gaming Subsidiary may not make a public offering of its securities, but may pledge or mortgage casino facilities. A Registered Corporation may not make a public offering of its securities without the prior approval of the Mississippi Commission if any part of the proceeds of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those

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purposes. Such approval, if given, does not constitute a recommendation or approval of the investment merits of the securities subject to the offering. We have received a waiver of the prior approval requirement with respect to public offerings and private placements of securities, subject to certain conditions, including the ability of the Mississippi Commission to issue a stop order with respect to any such offering if the staff determines it would be necessary to do so.

     Under the regulations of the Mississippi Commission, a Mississippi Gaming Subsidiary may not guarantee a security issued by an affiliated company pursuant to a public offering, or pledge its assets to secure payment or performance of the obligations evidenced by securities issued by an affiliated company, without the prior approval of the Mississippi Commission. A pledge of the stock of a Mississippi Gaming Subsidiary and the foreclosure of such a pledge are ineffective without the prior approval of the Mississippi Commission. Moreover, restrictions on the transfer of an equity security issued by a Mississippi Gaming Subsidiary or its holding companies and agreements not to encumber the securities of a holding company are ineffective without the prior approval of the Mississippi Commission. We have obtained approvals from the Mississippi Commission for such guarantees, pledges and restrictions in connection with offerings of securities, subject to certain restrictions, but we must obtain separate prior approvals from the Mississippi Commission for pledges and stock restrictions imposed in connection with certain financing transactions. Moreover, the regulations of the Mississippi Commission require us to file a Loan to Licensees Report within 30 days following certain financing transactions and the offering of certain debt securities. If the Mississippi Commission were to deem it appropriate, the Mississippi Commission could order such transactions rescinded.

     Changes in control of us through merger, consolidation, acquisition of assets, management or consulting agreements or any act or conduct by a person by which he or she obtains control may not occur without the prior approval of the Mississippi Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Mississippi Commission in a variety of stringent standards prior to assuming control of the Registered Corporation. The Mississippi Commission also may require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

     The Mississippi legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defense tactics that affect corporate gaming licensees in Mississippi and Registered Corporations may be injurious to stable and productive corporate gaming. The Mississippi Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Mississippi’s gaming industry and to further Mississippi’s policy to (1) assure the financial stability of corporate gaming operators and their affiliates; (2) preserve the beneficial aspects of conducting business in the corporate form; and (3) promote a neutral environment for the orderly governance of corporate affairs.

     Approvals are, in certain circumstances, required from the Mississippi Commission before a Registered Corporation may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) in excess of the current market price and before a corporate acquisition opposed by management can be consummated. Mississippi’s gaming regulations also require prior approval by the Mississippi Commission of a plan of recapitalization proposed by the Registered Corporation’s board of directors in response to a

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tender offer made directly to the Registered Corporation’s stockholders for the purpose of acquiring control of the Registered Corporation.

     Neither we nor any Mississippi Gaming Subsidiary may engage in gaming activities in Mississippi while also conducting gaming operations outside of Mississippi without approval of the Mississippi Commission. The Mississippi Commission may require determinations that, among other things, there are means for the Mississippi Commission to have access to information concerning the out-of-state gaming operations of us and our affiliates. We previously have obtained a waiver of foreign gaming approval from the Mississippi Commission for operations in other states in which we conduct gaming operations and will be required to obtain the approval or a waiver of such approval from the Mississippi Commission prior to engaging in any additional future gaming operations outside of Mississippi.

     If the Mississippi Commission were to determine that we or ACVI had violated a gaming law or regulation, the Mississippi Commission could limit, condition, suspend or revoke our approvals and the license of ACVI, subject to compliance with certain statutory and regulatory procedures. In addition, we, ACVI and the persons involved could be subject to substantial fines for each separate violation. Because of such a violation, the Mississippi Commission could attempt to appoint a supervisor to operate the casino facilities. Limitation, conditioning or suspension of any gaming license or approval or the appointment of a supervisor could (and revocation of any gaming license or approval would) materially adversely affect us, our gaming operations and our results of operations.

     License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Mississippi and to the counties and cities in which a Mississippi Gaming Subsidiary’s operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually. Gaming taxes are based upon the following: (1) a percentage of the gross gaming revenues received by the casino operation; (2) the number of gaming devices operated by the casino; or (3) the number of table games operated by the casino.

     The license fee payable to the State of Mississippi is based upon “gaming receipts” (generally defined as gross receipts less payouts to customers as winnings) and the current maximum tax rate imposed is 8% of all gaming receipts in excess of $134,000 per month. The foregoing license fees we pay are allowed as a credit against ACVI’s Mississippi income tax liability for the year paid. The gross revenues fee imposed by the City of Vicksburg equals approximately 4% of gaming receipts.

     The Mississippi Commission’s regulations require as a condition of licensure or license renewal that an existing licensed gaming establishment’s plan include a 500-car parking facility in close proximity to the casino complex and infrastructure facilities which amount to at least 25% of the casino cost. The Mississippi Commission later adopted amendments to the regulation that would increase the infrastructure development requirement from 25% to 100% for new casinos (or upon the acquisition of a closed casino), but would grandfather existing licensees. We believe that ACVI is in compliance with the previously existing infrastructure requirement and is not subject to the increased infrastructure requirement.

     Nevada. The ownership and operation of casino gaming facilities in Nevada are subject to: (1) the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the

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“Nevada Act”); and (2) various local regulations. Our operations are subject to the licensing and regulatory control of the Nevada Gaming Commission (“Nevada Commission”), the Nevada State Gaming Control Board (“Nevada Board”), and the Liquor Board of Elko County. The Nevada Commission, the Nevada Board and the Liquor Board of Elko County are collectively referred to in this section as the “Nevada Gaming Authorities.”

     The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things, (1) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (2) the establishment and maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues; (3) providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (4) the prevention of cheating and fraudulent practices; and (5) providing a source of state and local revenues through taxation and licensing fees. Change in such laws, regulations and procedures could have an adverse effect on our gaming operations.

     Cactus Pete’s, Inc. (“CPI”), which owns and operates the Jackpot properties, is required to be licensed by the Nevada Gaming Authorities. The gaming licenses require the periodic payment of fees and taxes and are not transferable. Ameristar is registered by the Nevada Commission as a publicly traded corporation (a “Registered Corporation”) and has been found suitable to own the stock of CPI, which is a corporate licensee (a “Corporate Licensee”) under the terms of the Nevada Act. As a Registered Corporation, Ameristar is required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information that the Nevada Commission may require. No person may become a stockholder of, or receive any percentage of profits from, a Corporate Licensee without first obtaining licenses and approvals from the Nevada Gaming Authorities. Ameristar and CPI have obtained from the Nevada Gaming Authorities the various registrations, findings of suitability, approvals, permits and licenses currently required in order to engage in gaming activities in Nevada.

     The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, CPI or Ameristar in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of CPI must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Officers, directors and key employees of Ameristar who are actively and directly involved in gaming activities of CPI may be required to be reviewed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

     If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with CPI or Ameristar, the

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companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require CPI or Ameristar to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

     CPI and Ameristar are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by Ameristar and CPI must be reported to, or approved by, the Nevada Commission.

     If it were determined that the Nevada Act was violated by CPI, the gaming licenses it holds or has applied for could be limited, denied, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, CPI, Ameristar and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate CPI’s gaming properties and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and denial or revocation of any gaming license would) materially adversely affect our gaming operations.

     Any beneficial holder of Ameristar’s voting securities, regardless of the number of shares owned, may be required to file an application, be investigated and have his suitability as a beneficial holder of Ameristar’s voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policy of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

     The Nevada Act requires any person who acquires beneficial ownership of more than 5% of a Registered Corporation’s voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of a Registered Corporation’s voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 15%, of a Registered Corporation’s voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the corporate charter, bylaws, management, policies or operations of the Registered Corporation or any of its gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding the Registered Corporation’s voting securities for investment purposes only. An institutional investor that has obtained a waiver may, in certain circumstances, hold up to 19% of a Registered Corporation’s voting securities and maintain its waiver for a limited period of time. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include (1) voting on all matters voted on by stockholders; (2) making financial and other

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inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and (3) such other activities as the Nevada Commission may determine to be consistent with such investment intent. If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information, including a list of beneficial owners. The applicant is required to pay all costs of investigation.

     Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. Ameristar is subject to disciplinary action if, after it receives notice that a person is unsuitable to be a stockholder or to have any other relationship with Ameristar or CPI, Ameristar (1) pays that person any dividend or interest upon voting securities of Ameristar, (2) allows that person to exercise, directly or indirectly, any voting right conferred through securities held by the person, (3) pays remuneration in any form to that person for services rendered or otherwise, or (4) fails to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities including, if necessary, the immediate purchase of such voting securities by Ameristar for cash at fair market value. Additionally, the Liquor Board of Elko County has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license within its jurisdiction.

     The Nevada Commission may, at its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation if it has reason to believe that such holder’s acquisition of such ownership would otherwise be inconsistent with the declared policy of the State of Nevada. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it (1) pays to the unsuitable person any dividend, interest, or any distribution whatsoever; (2) recognizes any voting right by such unsuitable person in connection with such securities; (3) pays the unsuitable person remuneration in any form; or (4) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

     Ameristar is required to maintain a current stock ledger in Nevada, which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. Ameristar is also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require Ameristar stock certificates to bear a legend indicating that the securities are subject to the Nevada Act. However, to date, the Nevada Commission has not imposed such a requirement on Ameristar.

     Ameristar may not make a public offering of its securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to

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construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. On March 20, 2003, the Nevada Commission granted us approval to make public offerings for a period of two years, subject to specified conditions (the “Shelf Approval”). The Shelf Approval also applies to any company we wholly own that is a publicly traded corporation or would become a publicly traded corporation pursuant to a public offering (“Affiliate”). The Shelf Approval also includes approval for CPI to guarantee any security issued by, and to hypothecate its assets to secure the payment or performance of any obligations evidenced by a security issued by us, or an Affiliate in a public offering. The Shelf Approval also includes approval to place restrictions upon the transfer of, and enter into agreements not to encumber the equity securities of, CPI. The Shelf Approval, however, may be rescinded for good cause, without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. The Shelf Approval does not constitute a finding, recommendation or approval by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of the investment merits of the securities offered. Any representation to the contrary is unlawful.

     Changes in control of Ameristar through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he obtains control may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and Nevada Commission in a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

     The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada Corporate Licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to (1) assure the financial stability of Corporate Licensees and their affiliates; (2) preserve the beneficial aspects of conducting business in the corporate form; and (3) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Nevada Commission before the Registered Corporation can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by the Registered Corporation’s board of directors in response to a tender offer made directly to the Registered Corporation’s stockholders for the purposes of acquiring control of the Registered Corporation.

     License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee’s respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon either (1) a percentage of the gross revenues received; (2) the number of gaming devices operated; or (3) the number of table games operated. A live entertainment tax is also paid by

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certain casino operations where entertainment is furnished in connection with admission fees, the selling or serving of food and refreshments, or the selling of merchandise.

     Any person who is licensed, required to be licensed, registered, required to be registered or is under common control with such persons (collectively, “Licensees”), and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees or employ, contract with or associate with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of unsuitability.

     Other Jurisdictions. We expect to be subject to rigorous regulatory standards, which may or may not be similar to the foregoing standards, in each jurisdiction in which we may seek to conduct gaming operations. There can be no assurance that statutes or regulations adopted or fees and taxes imposed by other jurisdictions will permit us to operate profitably.

     Federal Regulation of Slot Machines. We are required to make annual filings with the U.S. Department of Justice in connection with the sale, distribution or operation of slot machines. All requisite filings for the current year have been made.

     Non-Gaming Regulations. The sale of alcoholic beverages by us at our Missouri properties is subject to licensing, control and regulation by the Missouri Gaming Commission as described above and in Kansas City, Missouri by Clay County. The sale of alcoholic beverages by us is subject to licensing, control and regulation in Council Bluffs, Iowa by the Alcoholic Beverages Division, in Vicksburg, Mississippi by both the City of Vicksburg and the Alcoholic Beverage Control Division of the Mississippi State Tax Commission and in Jackpot, Nevada by the Liquor Board of Elko County. In Missouri, the applicable liquor laws allow us to serve alcoholic beverages in the casino from 8 a.m. to 3 a.m. and in our land-based facilities from 8 a.m. to 1 a.m. In Iowa, the applicable liquor laws allow the sale of liquor during legal hours, which are Monday through Saturday from 6 a.m. to 2 a.m. and Sunday from 8 a.m. to 2 a.m. In Mississippi, Ameristar Vicksburg has been designated as a special resort area, which allows ACVI to serve alcoholic beverages on a 24-hour basis. In Nevada, the applicable liquor laws allow 24-hour service of alcoholic beverages without any additional permits. All licenses are revocable and not transferable. The liquor license authorities described above (the “Liquor License Authorities”) have the full power to limit, condition, suspend or revoke any such license or to place a liquor licensee on probation with or without conditions. Any such disciplinary action could (and revocation would) have a material adverse effect upon the operations of our business.

     Certain officers and managers of ACVI must be investigated by the applicable Liquor License Authorities in connection with its liquor permit. The applicable Liquor License Authorities must approve any changes in licensed positions.

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     All cruising vessels operated by us must comply with U.S. Coast Guard requirements as to safety and must hold a Certificate of Inspection. These requirements set limits on the operation of the vessel and require that each vessel be operated by a minimum complement of licensed personnel. Loss of the vessel’s Certificate of Inspection would preclude its use as a riverboat. Every five years, United States flagged passenger vessels operating exclusively in fresh water must conduct a thorough dry-dock inspection of underwater machinery, valves and hull. The Ameristar Council Bluffs riverboat was due for its dry-dock inspection in November 2000, but we have been accepted into a United States Coast Guard program that has extended the dry-dock requirement to October 2005 by undergoing a thorough underwater inspection. Currently, Ameristar Council Bluffs is the only one of our properties that operates a cruising vessel subject to these requirements. Less stringent rules apply to permanently moored vessels.

     In order to comply with the federal Merchant Marine Act of 1936, as amended, and the federal Shipping Act of 1916, as amended, and applicable regulations thereunder, Ameristar’s Bylaws contain provisions designed to prevent persons who are not citizens of the United States from holding, in the aggregate, more than 24.9% of Ameristar’s outstanding Common Stock.

     All of our shipboard employees employed on U.S. Coast Guard-approved vessels, even those who have nothing to do with the actual operations of the vessel, such as dealers, food and beverage servers, change attendants and security personnel, may be subject to the Jones Act, which, among other things, exempts those employees from state limits on workers’ compensation awards.

Web Access to Periodic Reports

     Our Internet website address is www.ameristarcasinos.com. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

Item 2. Properties

     Ameristar St. Charles. Ameristar St. Charles is located on approximately 52 acres which we own along the west bank of the Missouri River immediately north of Interstate 70. Access to the property may be obtained via the Fifth Street exit on Interstate 70.

     Ameristar Kansas City. Ameristar Kansas City is located on approximately 183 acres of property which we own. The site is east of and adjacent to Interstate 435 along the north bank of the Missouri River. The site, which is approximately seven miles east of downtown Kansas City, Missouri, may be accessed via the Missouri Highway 210 exit on Interstate 435.

     Ameristar Council Bluffs. Ameristar Council Bluffs is located on an approximately 59-acre site along the bank of the Missouri River and adjacent to the Nebraska Avenue exit on Interstate 29 immediately north of the junction of Interstates 29 and 80. We own approximately 36 acres of this site and have rights to use the remaining portion of the site that is owned by the State of Iowa for a term expiring in 2045. We lease approximately one acre of the Ameristar Council Bluffs site to affiliates of Kinseth Hospitality Corporation for the operation of a 188-room limited service Holiday Inn Suites Hotel and a 96-room Hampton Inn Hotel.

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     Ameristar Vicksburg. In connection with the development of Ameristar Vicksburg, we acquired eight parcels in Vicksburg along Washington Street near Interstate 20. These parcels comprise approximately 49 acres, of which we lease approximately five acres for surface parking. In addition, we have developed a 23-acre mobile home park with 27 single- and 20 double-wide mobile homes. This mobile home park is located seven miles from Ameristar Vicksburg and sites are available for rent by employees and other persons. The mobile home park is currently listed for sale.

     The Jackpot Properties. We own approximately 116 acres in or around Jackpot, Nevada, including the 35-acre site of Cactus Petes and the 25-acre site of The Horseshu. The Cactus Petes and Horseshu sites are across from each other on U.S. Highway 93. We also own 257 housing units in Jackpot, including 90 units in two apartment complexes developed as United States Department of Agriculture Rural Economic and Community Development Services Multi-Family Housing Program (“USDA”) projects. These housing units support the primary operations of the Jackpot properties. The USDA housing projects are subject to mortgage loans in favor of the USDA.

     We own a gas station adjacent to Highway 93 in Jackpot, which we operate under a franchise from Chevron. We believe that this facility is in material compliance with applicable environmental and other regulatory requirements. We have previously operated two other gas stations at the Jackpot properties, one of which was abandoned prior to the adoption of modern environmental abandonment standards. Although management believes that all tanks for this gas station were removed in the mid-1970s, we have not conducted tests for the presence of any environmental contamination from this gas station. We believe that the likelihood of a material unfavorable outcome with respect to potential environmental liabilities relating to this former gas station is remote.

     Other. We lease approximately 48,000 square feet of office space in various locations outside of our operating properties, including our executive offices in Las Vegas, Nevada.

     Substantially all of our real property collateralizes our obligations under our senior credit facilities.

Item 3. Legal Proceedings

     From time to time, we are a party to litigation, most of which arises in the ordinary course of business. We are not currently a party to any litigation that management believes would be likely to have a material adverse effect on us.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

     Ameristar’s Common Stock is traded on the Nasdaq National Market under the symbol “ASCA.” The following table sets forth, for the fiscal quarters indicated, the high and low sale prices of the Common Stock, as reported by Nasdaq:

	High		Low
2003
First Quarter	$	15.07	$	7.78
Second Quarter		21.60		10.76
Third Quarter		26.95		19.45
Fourth Quarter		26.32		19.96
2002
First Quarter	$	31.23	$	23.28
Second Quarter		33.94		22.51
Third Quarter		29.12		15.94
Fourth Quarter		19.27		11.04

     As of March 1, 2004, there were approximately 158 holders of record of Ameristar’s Common Stock.

     We intend to utilize earnings to continue reducing debt and to invest in future growth opportunities that diversify our revenues. Although we have never paid dividends on our Common Stock, we are currently considering the payment of dividends. Our senior credit facilities and senior subordinated notes obligate us to comply with certain covenants that place limitations on the payment of dividends. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Note 5 — Notes payable and long-term debt” of Notes to Consolidated Financial Statements.

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Item 6. Selected Financial Data

     The following data have been derived from our audited consolidated financial statements and should be read in conjunction with those statements, certain of which are included in this Report.

AMERISTAR CASINOS, INC.
CONSOLIDATED SELECTED FINANCIAL DATA

			For the years ended December 31,
Statement of operations data (1):			2003			2002			2001			2000			1999
						(Amounts in Thousands, Except Per Share Data)
REVENUES:
	Casino		$	760,376		$	678,642		$	568,259		$	286,438		$	247,416
	Food and beverage			103,176			80,783			66,994			53,653			49,142
	Rooms			25,136			22,824			22,802			18,121			17,257
	Other			21,557			19,387			18,074			12,018			11,089
				910,245			801,636			676,129			370,230			324,904
	Less: Promotional allowances			128,278			103,673			73,304			47,308			39,599
	Net revenues			781,967			697,963			602,825			322,922			285,305
OPERATING EXPENSES:
	Casino			349,845			297,476			252,906			115,864			99,376
	Food and beverage			59,747			53,963			46,169			35,135			33,207
	Rooms			6,343			6,826			7,921			6,944			6,372
	Other			12,522			13,962			11,813			12,257			10,203
	Selling, general and administrative			149,292			150,228			129,060			90,416			86,142
	Depreciation and amortization			63,599			48,711			40,101			27,784			24,460
	Impairment loss on assets held for sale			687			5,213			—			57,153			—
	Preopening costs			—			6,401			—			—			—
		Total operating expenses		642,035			582,780			487,970			345,553			259,760
INCOME (LOSS) FROM OPERATIONS				139,932			115,183			114,855			(22,631	)		25,545
OTHER INCOME (EXPENSE):
	Interest income			330			174			522			161			300
	Interest expense, net			(64,261	)		(51,206	)		(64,931	)		(28,316	)		(24,449	)
	Loss on early retirement of debt (2)			(701	)		—			—			(6,560	)		—
	Other			288			(272	)		(776	)		(942	)		(851	)
Income (loss) before income tax provision (benefit) and cumulative effect of change in accounting principle				75,588			63,879			49,670			(58,288	)		545
Income tax provision (benefit)				27,968			23,345			16,381			(17,981	)		340
Income (loss) before cumulative effect of change in accounting principle				47,620			40,534			33,289			(40,307	)		205
Cumulative effect of change in accounting principle — adoption of SFAS No. 133, net of income tax benefit of $73				—			—			(135	)		—			—
NET INCOME (LOSS)			$	47,620		$	40,534		$	33,154		$	(40,307	)	$	205

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AMERISTAR CASINOS, INC.
CONSOLIDATED SELECTED FINANCIAL DATA
(continued)

			For the years ended December 31,
STATEMENT OF OPERATIONS DATA (CONTINUED):			2003		2002		2001			2000			1999
					(Amounts in Thousands, Except Per Share Data)
EARNINGS PER SHARE (3):
	Income (loss) before cumulative effect of change in accounting principle
		Basic	$	1.80	$	1.55	$	1.59		$	(1.98	)	$	0.01
		Diluted	$	1.76	$	1.50	$	1.52		$	(1.98	)	$	0.01
	Cumulative effect of change in accounting principle
		Basic	$	—	$	—	$	—		$	—		$	—
		Diluted	$	—	$	—	$	(0.01	)	$	—		$	—
	Net income (loss)
		Basic	$	1.80	$	1.55	$	1.59		$	(1.98	)	$	0.01
		Diluted	$	1.76	$	1.50	$	1.51		$	(1.98	)	$	0.01
WEIGHTED AVERAGE SHARES OUTSTANDING
		Basic		26,423		26,107		20,906			20,401			20,362
		Diluted		27,120		26,992		21,908			20,401			20,362

					December 31,
			(Amounts in Thousands)
BALANCE SHEET AND OTHER DATA:	2003		2002		2001		2000		1999
Cash and cash equivalents	$	78,220	$	90,573	$	41,098	$	36,245	$	15,531
Total assets		1,155,250		1,173,492		892,592		890,921		378,645
Total long-term debt and capitalized lease obligations, net of current maturities		713,044		760,665		624,255		780,475		242,890
Stockholders’ equity (4)		255,843		202,196		157,336		28,044		68,169
Capital expenditures		69,219		255,530		114,114		33,357		57,590

(1)	The expanded casino at Ameristar Council Bluffs opened in November 1999. The Reserve Hotel Casino opened in February 1998 and was sold on January 29, 2001 pursuant to an agreement entered into in October 2000. The Ameristar Vicksburg hotel opened in June 1998. The expanded casino at Ameristar Vicksburg opened in December 1999. The Ameristar Kansas City and Ameristar St. Charles properties were acquired on December 20, 2000. The new Ameristar St. Charles facility opened on August 6, 2002.
(2)	In 2000, the loss on early retirement of debt of $6,560 was previously recorded as an extraordinary item; however, this amount has been reclassified in the current year and is now reflected as a component of Other Income (Expense).
(3)	Weighted average basic and diluted shares outstanding are equal for 2000 and 1999 as stock options were anti-dilutive in 2000 and the dilution was not material in 1999.
(4)	No dividends were paid in 1999 through 2003.

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AMERISTAR CASINOS, INC.
CONSOLIDATED SELECTED QUARTERLY FINANCIAL DATA

	For the fiscal quarters ended
	March 31,			June 30,			September 30,		December 31,
	2003			2003			2003		2003			Total
				(Amounts in Thousands, Except Per Share Data)
Net revenues	$	188,520		$	194,826		$	201,528	$	197,093		$	781,967
Income from operations		35,031	(1)		39,347	(2)		34,196		31,358	(3)		139,932
Income before income tax provision		18,431			22,963			18,863		15,331			75,588
Net income		11,720			14,467			11,884		9,549			47,620
Basic earnings per share (4)	$	0.45		$	0.55		$	0.45	$	0.36		$	1.80
Diluted earnings per share (4)	$	0.44		$	0.54		$	0.44	$	0.35		$	1.76

	For the fiscal quarters ended
	March 31,			June 30,			September 30,			December 31,
	2002			2002			2002			2002		Total
				(Amounts in Thousands, Except Per Share Data)
Net revenues	$	162,795		$	166,291		$	187,258		$	181,619	$	697,963
Income from operations		35,416	(5)		29,277	(6)		25,369	(7)		25,121		115,183
Income before income tax provision (8)		24,775			19,911			11,139			8,055		63,879
Net income (8)		15,449			12,631			7,408			5,047		40,534
Basic earnings per share (4)	$	0.60		$	0.48		$	0.28		$	0.19	$	1.55
Diluted earnings per share (4)	$	0.57		$	0.47		$	0.28		$	0.19	$	1.50

(1)	Net of impairment loss on assets held for sale of $452.
(2)	Net of impairment loss on assets held for sale of $88.
(3)	Net of impairment loss on assets held for sale of $147.
(4)	Because earnings per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per-share amounts for the four quarters may not equal the total earnings per share amounts for the year.
(5)	Net of preopening expense of $150.
(6)	Net of impairment loss on assets held for sale of $4,136 and preopening expense of $1,326.
(7)	Net of impairment loss on assets held for sale of $1,077 and preopening expense of $4,925.
(8)	The sum of the amounts for the four quarters does not equal the total for the year due to rounding.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following information should be read in conjunction with our Consolidated Financial Statements and the Notes thereto included in this Report. The information in this section and in this Report generally includes forward-looking statements. See “Item 1. Business — Risk Factors.”

Overview

     We develop, own and operate casinos and related hotel, food and beverage, entertainment and other facilities, with six properties in operation in Missouri, Iowa, Mississippi and Nevada. Our portfolio of casinos consists of: Ameristar St. Charles (serving greater St. Louis, Missouri); Ameristar Kansas City (serving the Kansas City, Missouri metropolitan area); Ameristar Council Bluffs (serving Omaha, Nebraska and southwestern Iowa); Ameristar Vicksburg (serving Jackson, Mississippi and Monroe, Louisiana); and Cactus Petes and the Horseshu in Jackpot, Nevada (serving Idaho and the Pacific Northwest). We acquired the Missouri properties in December 2000. We sold The Reserve Hotel Casino in Henderson, Nevada (metropolitan Las Vegas) in January 2001.

     Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts that patrons spend at our properties. Management uses key metrics to evaluate these factors. Such metrics include: “market share,” representing our share of gross gaming revenues in each of our riverboat markets and our share of gaming devices in the Jackpot market (Nevada does not publish separate gaming revenue statistics for this market); “admissions,” representing the number of patrons admitted to our riverboat casinos; and “win per admission,” representing the amount of gaming revenues we retain per “admission.”

     Our quarterly and annual operating results may be affected by, among other things, competitive factors, gaming tax increases, the commencement of new gaming operations, the amount of preopening costs, charges associated with debt refinancing or property acquisition and disposition transactions, construction at existing facilities and weather conditions affecting our properties. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of future periods’ results.

     During 2003 and 2002, the most significant factors and trends contributing to our operating performance were:

• New casino and entertainment facility at Ameristar St. Charles. We opened the new casino and entertainment facility at Ameristar St. Charles on August 6, 2002. The new facility features 130,000 square feet of casino and entertainment space consisting of approximately 3,205 slot machines, 83 table games (including a 12-table poker room) and a wide variety of dining and entertainment amenities.

• Implementation of coinless slot technology. We are in the process of implementing coinless slot technology across all properties. As of December 31, 2003, approximately 75% of the slot machines at our Ameristar-branded properties were coinless and we expect to have approximately 100% of these slot machines coinless by the end of 2004.

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• Renovations and enhancements at Ameristar Kansas City. In September 2003, we completed a substantial renovation and enhancement project at Ameristar Kansas City, including a comprehensive renovation of the casino area, the widespread implementation of ticket-in, ticket-out slot machines, a 330-seat Amerisports Brew Pub with state-of-the-art video and audio technology and seven new dining and entertainment venues.

• Renovations and enhancements at Ameristar Vicksburg. In December 2003, we completed a total renovation of the buffet and kitchen at Ameristar Vicksburg, rebranding the venue as the Heritage Buffet. During the first quarter of 2004, we have added meeting room facilities and have enhanced certain common areas of the casino vessel.

• United States economy. We believe the current economic recovery in the United States began to positively impact our operations in the fourth quarter of 2003.

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Results of Operations

Selected Financial Measures by Property

     The following table sets forth certain information concerning our consolidated cash flows and the results of operations of our operating properties:

		Years ended December 31,
		2003			2002			2001
		(Dollars in Thousands)
Consolidated Cash Flow Information:
	Cash flows provided by operations	$	151,162		$	126,618		$	111,342
	Cash flows used in investing		(83,379	)		(241,454	)		(31,970	)
	Cash flows provided by (used in) financing		(80,136	)		164,311			(74,519	)
Net Revenues (1):
	Ameristar St. Charles	$	256,594		$	190,526		$	139,318
	Ameristar Kansas City		214,819			211,728			202,528
	Ameristar Council Bluffs		156,673			145,357			124,256
	Ameristar Vicksburg		95,048			90,960			75,068
	Jackpot Properties		58,833			59,392			56,944
	The Reserve (3)		—			—			4,711
	Consolidated net revenues	$	781,967		$	697,963		$	602,825
Operating Income (Loss):
	Ameristar St. Charles (2)	$	61,257		$	30,386		$	40,986
	Ameristar Kansas City (2)		40,351			41,451			43,447
	Ameristar Council Bluffs		45,552			38,560			28,029
	Ameristar Vicksburg		21,215			23,261			14,376
	Jackpot Properties		8,022			9,834			9,344
	The Reserve (3)		—			(280	)		67
	Corporate and other (2)		(36,465	)		(28,029	)		(21,394	)
	Consolidated operating income (loss)	$	139,932		$	115,183		$	114,855
Operating Income Margins:
	Ameristar St. Charles (2)		23.9	%		15.9	%		29.4	%
	Ameristar Kansas City (2)		18.8	%		19.6	%		21.5	%
	Ameristar Council Bluffs		29.1	%		26.5	%		22.6	%
	Ameristar Vicksburg		22.3	%		25.6	%		19.2	%
	Jackpot Properties		13.6	%		16.6	%		16.4	%
	The Reserve (3)		—			—			1.4	%
	Consolidated operating income margin		17.9	%		16.5	%		19.1	%

(1)	We previously recorded expenses associated with our targeted direct mail coin coupon offerings as a casino department expense. These charges totaling $24.0 million for the year ended December 31, 2001 have been reclassified and are now reported as promotional allowances.
(2)	Operating income for Ameristar St. Charles in 2002 includes preopening expense of $5.8 million related to the new facility that opened in August 2002 and impairment loss of $4.4 million on assets held for sale. Corporate and other operating loss in 2002 includes $0.6 million of preopening expense associated with the new St. Charles facility. Operating income for Ameristar Kansas City in 2003 includes costs of $1.3 million to market, advertise and promote the “All New Ameristar Kansas City.” Operating income at the Missouri properties for 2003 includes a combined benefit of $1.2 million for sales and use tax refunds. Corporate and other operating loss for 2003 includes expenses of $0.9 million related to the unsuccessful pursuit of a corporate acquisition.
(3)	Operating results for The Reserve are through January 29, 2001, when we sold the property.

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     Year Ended December 31, 2003 Versus Year Ended December 31, 2002

     Net Revenues

     Consolidated net revenues for the year ended December 31, 2003 were $782.0 million compared to $698.0 million for 2002, an increase of 12.0%, led by significant improvements at Ameristar St. Charles and Ameristar Council Bluffs. Additionally, in 2003 we achieved the highest market share in each of the markets in which we operate.

     Net revenues at Ameristar St. Charles for 2003 were $256.6 million, up $66.1 million, or 34.7%, over the prior year. We continue to experience revenue growth in St. Charles as a result of the expanded facility completed in August 2002, the implementation of our targeted marketing programs and growth in the overall St. Louis market. In 2003, we increased our market share to 31.3% from 24.4% in 2002. Casino revenues increased $68.1 million year-over-year, led by improvements in slot revenues of $59.6 million, or 34.8%. We experienced similar positive trends in food and beverage revenues, which increased $13.6 million, or 72.7%, in 2003 as a result of the additional restaurant capacity in the new facility. Promotional allowances, which are reported as a reduction of revenues, increased $17.0 million, or 67.4% in 2003 compared to 2002, in substantial part due to a larger patron base generated by the expanded facility.

     Net revenues at Ameristar Kansas City improved by $3.1 million, or 1.5%, year-over-year. Casino revenues increased modestly by $4.4 million, and were negatively impacted by construction disruption for the first three fiscal quarters of 2003. In September 2003, we completed the significant renovation and enhancement projects and introduced the “All New Ameristar Kansas City.” We have experienced positive trends in net revenues following the introduction of the new facility and continue to earn the highest market share in Kansas City, with a 34.4% share of the market in 2003 compared to 34.2% in 2002. The construction disruption had less of an impact on our 2003 food and beverage revenues since most of the dining outlets were renovated early in the year. As a result, food and beverage revenues improved by $4.9 million, or 19.3%, from 2002. Promotional allowances increased $6.8 million, or 21.6%, in 2003 as a result of growth in our patron base and increased competition in the market. We continue to face increased competition from a competitor that recently completed a major expansion of its facility and from increased promotional spending by other operators.

     At Ameristar Council Bluffs, we continued to see steady increases in net revenues and market share. Net revenues in 2003 increased $11.3 million, or 7.8%, over 2002, driven by increases in casino revenues of $8.2 million, or 5.7%. The improvements in casino revenues were attributable to a higher win per admission of $55.08 in 2003 compared to $50.01 in 2002, resulting from the implementation of targeted marketing programs. Our market share also increased, from 37.9% in 2002 to 39.2% in 2003.

     At Ameristar Vicksburg, our net revenues increased $4.1 million, or 4.5%, year-over-year, despite an overall decline in the market of 1.7%. Two factors contributed to our revenue growth. Management believes that we benefited from a change in ownership of one of our competitors in the market in October 2003. Additionally, we continue to focus on the implementation of efficient and effective promotional allowances. As a result, we increased our casino revenues by $1.9 million year-over-year and at the same time decreased our promotional allowances by $2.3 million. Our market share increased from 39.2% in 2002 to 40.7% in 2003.

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     Our Jackpot properties’ net revenues declined slightly to $58.8 million in 2003 from $59.4 million in 2002. The Jackpot properties were impacted by increased competition from a Native American gaming facility that is located closer to a portion of our market and by adverse weather conditions in the fourth quarter of 2003.

     Operating Income

     For 2003, consolidated operating income was $139.9 million, representing an increase of $24.7 million, or 21.5%, from 2002, and operating income margin improved to 17.9% from 16.5% in 2002.

     Ameristar St. Charles generated $61.3 million of income from operations during 2003, representing an increase of $30.9 million, or 101.6%, from 2002. Operating income in 2002 includes $5.8 million of preopening expenses related to the new St. Charles facility that opened in August 2002 and $4.4 million of impairment loss associated with assets held for sale that were not utilized in the new facility. Excluding these charges, operating income increased $20.7 million, or 68.1%, year-over-year. Operating income margin improved to 23.9%, from 15.9% in 2002. Our operating income margin has improved steadily as a result of labor management and other cost containment strategies that we implemented following the opening of the new facility.

     Operating income at Ameristar Kansas City declined from $41.5 million in 2002 to $40.4 million in 2003, representing a decrease of 2.7%. The decrease in operating income is attributable to construction disruption related to the significant enhancements and renovations and higher marketing and advertising expense, including $1.3 million of costs incurred to open the new dining and entertainment venues and to market and promote the “All New Ameristar Kansas City.” Depreciation and amortization expense increased by $2.1 million from 2002 as a result of newly constructed assets being placed in service and significant purchases of coinless slot technology. These increases were partially offset by an improvement in our self-funded health insurance expense of $1.1 million year-over-year as a result of a lower occurrence of claims and a benefit of $1.1 million for sales and use tax refunds recorded in 2003.

     Ameristar Council Bluffs reported operating income of $45.6 million, an increase of 18.1% from 2002. Operating income margins also improved by 2.6 percentage points to 29.1% in 2003. The improvement in operating income margin was the result of effective management of controllable costs during periods of revenue growth. These improvements in our margin were partially offset by increases in depreciation and amortization expense of $0.8 million, or 8.9%, due to an increase in our depreciable asset base resulting primarily from purchases of coinless slot technology during 2003. We will continue to focus on margin improvement in 2004. As more fully described in “Risk Factors,” the Iowa Supreme Court recently issued a ruling related to the gaming tax structure in Iowa that we expect will negatively affect riverboat casino operators. If the Iowa legislature increases gaming taxes on riverboat casinos or modifies competitive conditions for racetrack casinos as a result of this decision, as it is currently considering, our future financial results would be adversely impacted.

     Ameristar Vicksburg’s operating income decreased to $21.2 million in 2003 from $23.3 million in 2002. Operating margins also declined from 25.6% to 22.3% year-over-year, primarily due to increases in health insurance and legal expenses. Our self-funded health insurance expense increased to $4.0 million in 2003 from $2.6 million in 2002 due to a significant increase in the number of large claims.

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     Operating income at our Jackpot properties declined by $1.8 million, or 18.4%, in 2003 and operating income margin declined to 13.6% in 2003 compared to 16.6% in 2002. The operating results were negatively impacted in 2003 by increases in health insurance expense of $0.3 million and inventory write-downs of approximately $0.5 million.

     Corporate expense increased $8.2 million, or 28.8%, in 2003 as a result of the continued growth of the Company, the consolidation of certain management functions at the corporate level, the addition of corporate staff to position us for future expansion, higher management bonuses and costs incurred in 2003 related to the unsuccessful pursuit of a corporate acquisition.

     Interest Expense

     Consolidated interest expense, net of amounts capitalized, was $64.3 million in 2003 compared $51.2 million in 2002. Total interest cost in 2003 was $65.9 million, a decrease of $3.2 million from $69.1 million in 2002. The decrease reflects: (1) a lower average interest rate on our outstanding debt due to a further decline in the LIBOR rate; (2) a reduction in interest cost as a result of the expiration of our interest rate collar in June 2003; and (3) a lower weighted average debt balance due to mandatory and accelerated principal reductions in 2003. Capitalized interest decreased from $17.9 million in 2002 to $1.6 million in 2003. Capitalized interest in 2002 primarily related to construction on the new St. Charles facility. In 2003, capitalized interest related primarily to the significant enhancements and renovations at Ameristar Kansas City.

     Income Tax Expense

     Our effective income tax rate was 37.0% in 2003 and 36.5% in 2002. The federal income tax statutory rate was 35.0% in both years. The differences from the statutory rate are due to state income taxes and the effect of certain expenses we incurred which are not deductible for federal income tax purposes.

     Net Income

     Net income increased to $47.6 million for the year ended December 31, 2003 compared to $40.5 million in 2002 and diluted earnings per share increased to $1.76 in 2003 from $1.50 in 2002. Our net income and diluted earnings per share in 2003 increased as a result of revenue growth, which was partially offset by increases in depreciation and amortization expense and interest expense year-over-year.

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     Year Ended December 31, 2002 Versus Year Ended December 31, 2001

     Net Revenues

     Consolidated net revenues for the year ended December 31, 2002 were $698.0 million compared to $602.8 million for 2001, an increase of $95.2 million, or 15.8%. The improvement in revenues is primarily attributable to increased revenues at the new St. Charles facility, which opened on August 6, 2002, as well as continued revenue growth at all other properties.

     Net revenues at Ameristar St. Charles for 2002 were $190.5 million, up $51.2 million, or 36.8%. The growth in net revenues is due mainly to the opening of the new facility. Ameristar St. Charles’ market share grew from 19.9% in the first quarter of 2002 to 29.4% in the fourth quarter of 2002.

     Ameristar Kansas City’s net revenues for 2002 were $211.7 million, up $9.2 million, or 4.5%. The increase is mainly the result of effective targeted marketing programs and was achieved despite increased competition following the June 2001 opening of a competitor’s newly renovated facility. Ameristar Kansas City had a 34.2% market share in 2002, up from 32.8% in 2001.

     Net revenues at Ameristar Council Bluffs for 2002 were $145.4 million, representing an increase of $21.1 million, or 17.0%, over 2001. The property continued to benefit from the ongoing refinement of targeted marketing programs, the installation of new gaming equipment and the renovation project that was completed in the first quarter of 2001. The property’s market share also improved significantly, from 33.7% in 2001 to 37.9% in 2002.

     Ameristar Vicksburg’s net revenues for 2002 increased to $91.0 million from $75.1 million in 2001, up 21.2%, due to the continuing refinement of targeted marketing programs, the installation of new gaming product and the renovation project that was completed in the second quarter of 2001. Ameristar Vicksburg, the long-time market share leader in Vicksburg, improved its market share to 39.2% in 2002, up from 32.7% in 2001.

     The Jackpot properties generated $59.4 million of net revenues in 2002, an increase of 4.3% compared to the same period in 2001. This improvement is attributable primarily to more effective marketing programs in 2002.

     Operating Income

     Income from operations for the year ended December 31, 2002 improved slightly to $115.2 million, up $0.3 million, or 0.3%, over income from operations in 2001. Strong results at Ameristar Council Bluffs and Ameristar Vicksburg contributed to this improvement while operating income at Ameristar St. Charles and Ameristar Kansas City decreased and corporate expense increased in 2002 compared to 2001. Income from operations in 2002 includes preopening expense of $6.4 million related to the opening of the new St. Charles facility and impairment loss of $5.2 million on assets held for sale, including the former casino barge at Ameristar St. Charles and certain gaming equipment at various properties. Our operating income margin decreased from 19.1% in 2001 to 16.5% in 2002.

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     Ameristar St. Charles generated $30.4 million of income from operations during 2002, representing a decrease of $10.6 million, or 25.9%, from the prior year. In 2002, we incurred $5.8 million of preopening expenses related to the new St. Charles facility that opened in August 2002 and $4.4 million of impairment loss associated with certain assets held for sale, including the casino barge and gaming equipment, that were not utilized after the new facility opened. In addition, labor and marketing expenses increased by $15.8 million in the third and fourth quarter of 2002 compared to the same period in 2001, due to the increased size and the scope of amenities offered at the new facility and initial operating inefficiencies associated with the opening of the new facility. Depreciation expense increased by $7.0 million in the same period as the result of the substantial increase in the base of depreciable assets after the new facility opened. The operating income margin at Ameristar St. Charles has steadily improved following the opening of the new facility in August 2002. This improvement is largely attributable to improved operating efficiencies through cost control measures which we implemented, especially in the areas of labor and marketing, as well as the heightened customer awareness of the scope and quality of the new facility.

     Income from operations at Ameristar Kansas City declined from $43.4 million in 2001 to $41.5 million in 2002, representing a decrease of 4.6%. The property’s results were adversely impacted by business disruption associated with the ongoing construction of enhancements to the casino and entertainment facilities that began in July 2002, and construction of the parking garage that began in early 2002. In addition, higher labor and related costs primarily as a result of increased health insurance costs, as well as additional expenses directly related to increased revenues, including gaming taxes and other expenses attributable to player development strategies, were principally responsible for the increase in operating expenses. These increases were partially offset by a decrease in depreciation and amortization expense as a result of the absence of goodwill amortization expense in 2002 compared to $3.0 million recorded in the prior year. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, which we adopted on January 1, 2002, we no longer amortize goodwill.

     Ameristar Council Bluffs reported income from operations of $38.6 million for 2002 compared to $28.0 million in 2001, a 37.6% improvement. This significant growth is primarily due to increased revenues as discussed above and improved operating efficiencies as the result of a continued emphasis on controlling costs.

     Ameristar Vicksburg’s income from operations of $23.3 million in 2002 represents an increase of $8.9 million, or 61.8%, compared to 2001. Similar to Ameristar Council Bluffs, higher revenues due to the factors discussed above and greater operating efficiencies contributed to the improvement in operating results at Ameristar Vicksburg. The increase was partially offset by $0.5 million of impairment loss on gaming equipment held for sale.

     The Jackpot properties reported income from operations of $9.8 million in 2002, a $0.5 million, or 5.2%, increase compared to 2001. This increase was due to increased revenues as discussed above.

     Corporate expense increased by $7.0 million, or 32.7%, in 2002 compared to 2001. This increase was mainly attributable to the increase in corporate payroll as a result of our growth since the acquisition of the Missouri properties in December 2000 as well as the consolidation of certain management functions at the corporate level in order to achieve greater operating efficiencies and consistency.

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     Interest Expense

     Consolidated interest expense, net of capitalized interest of $17.9 million in 2002 and $17.8 million in 2001, was $51.2 million in 2002 compared to $64.9 million in 2001. This reduction reflects: (1) a lower average interest rate on our outstanding debt due to a decline in the LIBOR rate, the amendment of our senior credit facilities in May 2002 to reduce our borrowing cost and an increase by Standard & Poors’ Ratings Services in September 2002 of the rating on our senior secured debt to BB-, which further reduced the interest rate on a portion of our senior credit facilities; (2) a $3.5 million write-off in the first quarter of 2001 of unamortized interim credit facility loan fees and prepayment premiums on retired senior debt; and (3) a $2.8 million decrease in recorded interest expense from 2001 to 2002 associated with the fair value of the interest rate collar agreement covering $50.0 million principal amount of indebtedness under our senior credit facilities. These factors were partially offset by a higher weighted-average outstanding debt level in 2002, as we borrowed $157 million under the senior credit facilities to fund construction projects and $14.0 million from a commercial bank to finance equipment purchases for the new St. Charles facility during 2002.

     After the opening of the new casino and entertainment facility at Ameristar St. Charles in August 2002, we no longer capitalized the interest payments associated with borrowings made to fund construction. As a result, interest expense increased substantially. We recorded $16.4 million, $15.2 million and $0.5 million in capitalized interest associated with this project during 2002, 2001 and 2000, respectively.

     Income Tax Expense

     Our effective federal income tax rate was 35.2% in 2002 and 31.5% in 2001. The federal income tax statutory rate was 35% in both years. The differences from the statutory rate are due to the effects of certain expenses incurred by us which are not deductible for federal income tax purposes and other tax credits. In 2001, we recorded $1.7 million of previously unrecognized tax credits based on continued improvement in operating performance and our expectation of generating significant taxable income in future years. These tax credits directly reduced income tax expense. Income tax expense for the years ended December 31, 2002 and 2001 include $0.9 million and $0.7 million, respectively, of state income taxes. See “Liquidity and Capital Resources” below for additional discussion regarding our available tax credits and carryforwards.

     Net Income

     Net income of $40.5 million for the year ended December 31, 2002 included $4.2 million (net of tax) of preopening expenses relating to the new St. Charles facility ($0.15 per share on a diluted basis) and $3.4 million (net of tax) of impairment loss on assets held for sale ($0.13 per share on a diluted basis). Our diluted earnings per share for the year ended December 31, 2002 were $1.50.

Net income of $33.2 million for the year ended December 31, 2001 included charges of $2.3 million (net of tax) relating to the amortization of interim credit facility fees, prepayment premiums on retired senior debt and change in accounting principles, which collectively reduced diluted earnings per share by $0.11. Net income in 2001 benefited by $1.7 million, or $0.08 per

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share, from our recording of previously unrecognized tax credits. Our diluted earnings per share for the year ended December 31, 2001 were $1.51.

Liquidity and Capital Resources

Cash flows from operating activities

     Cash flows provided by operating activities were $151.2 million, $126.6 million, and $111.3 million for the years ended December 31, 2003, 2002 and 2001, respectively. The increase from 2002 to 2003 was mainly the result of the contribution of operating income by Ameristar St. Charles as well as improvements in operating income at Ameristar Council Bluffs. The increase was also attributable to an income tax refund of $10.7 million received during 2003. The increase from 2001 to 2002 was due primarily to the improved operations at Ameristar Council Bluffs and Ameristar Vicksburg.

Cash flows from investing activities

     Cash flows used in investing activities were $83.4 million, $241.5 million and $32.0 million for the years ended December 31, 2003, 2002 and 2001, respectively. We incurred $69.2 million, $255.5 million and $114.1 million in capital expenditures (including capitalized interest) in 2003, 2002 and 2001, respectively. See “Liquidity” below for further discussion on capital expenditures.

     The sale of The Reserve in January 2001 generated $71.6 million in cash flows from investing activities.

Cash flows from financing activities

     Cash flows used in financing activities were $80.1 million and $74.5 million for the years ended December 31, 2003 and 2001, respectively. Cash flows provided by financing activities were $164.3 million for the year ended December 31, 2002. Cash flows used in or provided by financing activities were significantly impacted by the following transactions in 2001, 2002 and 2003:

• In 2003, we made principal payments of $82.2 million on our long-term debt, including $35.0 million in prepayments on our senior credit facilities, an $11.4 million prepayment on the St. Charles equipment financing and $3.4 million in prepayments on other leases and notes.

• In December 2002, we borrowed an additional $100 million under the incremental term loan commitment provisions of our senior credit facilities and repaid all $67.7 million of the outstanding debt under the $75 million revolving credit facility.

• In October 2002, we borrowed $14.0 million from a commercial bank to finance equipment purchases for the new St. Charles facility.

• Between January and September 2002, we borrowed $124.7 million under our senior credit facilities to fund various construction projects.

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• In December 2001, we sold 4.9 million shares of our Common Stock in an underwritten public offering and used the $94.2 million of proceeds, net of underwriting discounts and related expenses, to repay term loans under our senior credit facilities.

• In February 2001, we issued $380 million of senior subordinated notes and used the proceeds to, among other things: (1) retire the $300 million senior subordinated credit facility; and (2) prepay and permanently reduce term loans outstanding under our senior credit facilities.

• In January 2001, we sold The Reserve for approximately $71.6 million and used the proceeds to, among other things: (1) prepay and permanently reduce term loans B and C outstanding under our senior credit facilities; and (2) repay amounts outstanding under the revolving loan tranche of our senior credit facilities.

     As a result of the 2003 transactions described above, our total long-term debt outstanding (including current maturities) decreased from $796.3 million at December 31, 2002 to $716.7 million at December 31, 2003.

Capital expenditures

     Capital expenditures made in 2003 totaled $69.2 million (of which $1.6 million was capitalized interest) and included: (1) $24.8 million on the “All New Ameristar Kansas City” project, which included a completely renovated casino floor and the introduction of several new food and entertainment venues; (2) $20.4 million related to the continued implementation of coinless slot technology; (3) $6.6 million related to the total renovation of the buffet and kitchen at Ameristar Vicksburg; and (4) $17.4 million related to general capital maintenance at all of our properties.

     We incurred $255.5 million in capital expenditures in 2002, which consisted of the following: (1) $158.9 million on the new casino and entertainment facility at Ameristar St. Charles completed in August 2002; (2) $15.3 million on the 2,650-space parking garage at Ameristar Kansas City placed in service in July 2002; (3) approximately $14.8 million on the “All New Ameristar Kansas City” project; (4) capitalized interest of $17.9 million primarily related to the above projects; and (5) $48.6 million on maintenance capital expenditures at all of our properties.

     Capital expenditures made during 2001 totaled $114.1 million and included: (1) approximately $51.1 million on the new casino and entertainment facility at Ameristar St. Charles; (2) approximately $8.6 million on the new parking garage at Ameristar Kansas City; (3) $8.0 million on the renovation and enhancement project at Ameristar Council Bluffs; (4) $9.5 million on the renovation and enhancement project at Ameristar Vicksburg; (5) capitalized interest of $17.8 million primarily associated with the above projects; and (6) $19.1 million on maintenance capital expenditures at all of our properties.

     The senior credit facilities limit our aggregate capital expenditures in each year. For the year ended December 31, 2003, our permitted consolidated capital expenditures were limited to 9.5% of our consolidated gross revenues, or $86.5 million. In addition, the senior credit facilities permit us to incur up to certain additional amounts on specified projects. As of December 31, 2003, we were in compliance with all capital expenditure covenant requirements.

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Liquidity

     Our principal long-term debt at December 31, 2003 consisted of $334.0 million of secured senior credit facilities and $380.0 million in aggregate principal amount of 10.75% senior subordinated notes due 2009. At December 31, 2003, the senior credit facilities consisted of a $75 million revolving term loan facility, term loan A and term loan B (which had $33.5 million, $13.7 million and $286.8 million outstanding, respectively), and a $75 million revolving credit facility, $68.5 million of which was available for borrowing.

     In February 2004, we amended the senior credit facilities. The primary elements of the amendment include: (1) the consolidation of the revolving term loan facility, term loan A and term loan B into a new term loan B-1, which matures on December 20, 2006; (2) a 0.5% reduction in the applicable interest rate margin on term loan B-1 compared to the former term loan B; (3) a revised repayment schedule whereby we will make mandatory quarterly principal payments of $0.8 million in 2004 and 2005 and mandatory quarterly principal payments of $81.8 million in 2006; and (4) the ability to pay cash dividends on our Common Stock in a total amount of up to $25 million.

     All mandatory principal repayments have been made through December 31, 2003. Significant principal repayments will be required on term loan B-1 in 2004 through 2006. We expect to fund principal repayments from cash flows from operating activities in 2004.

     We are required to comply with various affirmative and negative financial and other covenants under the senior credit facilities and the indenture governing our senior subordinated notes. These covenants include, among other things, restrictions on the incurrence of additional indebtedness, restrictions on dividend payments and other restrictions, as well as requirements to maintain certain financial ratios and tests. As of December 31, 2003, we were in compliance with all applicable covenants.

     We historically have funded our daily operations through net cash provided by operating activities and our significant capital expenditures primarily through operating cash flows, bank debt and other debt financing. We believe that our cash flows from operations, cash and cash equivalents and availability under our senior credit facilities will support our operations and liquidity requirements, including current capital expenditure plans, for the foreseeable future. Our ability to borrow funds under our senior credit facilities at any time is primarily dependent upon the amount of our EBITDA, as defined for purposes of our senior credit facilities, for the preceding four fiscal quarters. As of December 31, 2003, in addition to the $68.5 million available for borrowing under the senior credit facilities, we had $78.2 million of cash and cash equivalents, approximately $45 million of which were required for daily operations.

     In January 2003, we received a $10.7 million federal income tax refund related to the 2002 tax year as our actual taxable income for the year was significantly lower than the estimates used to calculate quarterly installments. Additionally, in 2003 we made federal and state tax payments, net of $0.2 million in state tax refunds, of $2.3 million. In 2002, we paid $10.7 million in estimated federal income tax payments through quarterly installments. We did not make any federal income tax payments in 2001. At December 31, 2003, we had $92.9 million in net operating loss carryforwards, which will reduce the amount of federal income tax cash payments that we are required to make in 2004.

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     We intend to utilize earnings to continue reducing debt, expand and enhance existing facilities and invest in future growth opportunities that diversify our revenues. We plan to reduce long-term debt by up to approximately $80.0 million in 2004. Our capital expenditures in 2004 are expected to be approximately $85.0 million, consisting of approximately $35.0 million for the purchase of additional coinless slot machines, $15.0 million for hotel room renovations at Ameristar Council Bluffs and Ameristar Kansas City and $35.0 million for other capital maintenance across all properties. Although we have never paid dividends on our Common Stock, we are currently considering the payment of dividends.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Securities and Exchange Commission Regulation S-K.

Contractual and Other Commitments

     The following table summarizes our material obligations and commitments to make future payments under certain contracts, including long-term debt obligations, capitalized leases, operating leases and certain construction contracts.

	Payments Due by Period (in Thousands)
Contractual Obligations:	2004		2005-2006		2007-2008		After 2008		Total
Long-term debt instruments	$	3,885	$	331,196	$	284	$	381,351	$	716,716
Capital leases		25		50		50		381		506
Operating leases		2,714		3,778		1,813		1,820		10,125
Material construction contracts		10,829		—		—		—		10,829
Total	$	17,453	$	335,024	$	2,147	$	383,552	$	738,176

	Payments Due by Period (in Thousands)
Other Commitments:	2004		2005-2006		2007-2008		After 2008		Total
Letters of credit	$	6,294	$	170	$	—	$	—	$	6,464

     We were not required to make significant cash payments for federal income taxes during the past three years due to the utilization of net operating loss carryforwards. At December 31, 2003, available unused net operating loss carryforwards that may be applied against future taxable income totaled approximately $93.0 million. In addition, the alternative minimum tax credit of approximately $2.0 million at December 31, 2003 can be carried forward indefinitely to reduce future federal income tax liabilities. We anticipate making increased cash tax payments in 2004. The Internal Revenue Service is currently conducting an examination of our federal tax returns for 1998 through 2001. The amount of our cash tax payments required in 2004 will be determined in part by the outcome of the IRS examination, which may result in a reduction of the

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currently available net operating loss carryforwards. We do not expect our cash tax payments in 2004 to exceed $20.0 million.

     Another significant operating use of cash in 2004 is interest payments. Our cash interest payments were $62.2 million, $63.3 million and $62.4 million for the years ended December 31, 2003, 2002 and 2001, respectively. We expect our cash interest payments to decrease in 2004 as a result of the February 2004 amendment to our senior credit facilities, which is described in “Note 5 - Notes payable and long-term debt” of Notes to Consolidated Financial Statements.

     We routinely enter into operational contracts in the ordinary course of our business, including construction contracts for minor projects that are not material to our business or financial condition as a whole. Our commitments relating to these contracts are recognized as liabilities in our consolidated balance sheets when services are provided with respect to such contracts.

     At December 31, 2003, we had outstanding letters of credit in the amount of $6.5 million, which reduced the amount available to borrow under our senior credit facilities. We do not have any other guarantees, contingent commitments or other material liabilities that are not reflected on our consolidated balance sheets. For more information, see “Note 5 — Notes payable and long-term debt” of Notes to Consolidated Financial Statements.

Critical Accounting Policies and Estimates

     Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements. To prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, we must make estimates and assumptions that affect the amounts reported in the consolidated financial statements. We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where changes in the estimates and assumptions could have a material impact on our results of operations, financial position and, generally to a lesser extent, cash flows. Senior management and the Audit Committee of the Board of Directors have reviewed the disclosures included herein about our critical accounting estimates, and have reviewed the processes to determine those estimates.

Property and Equipment

     We have significant capital invested in our property and equipment, which represents approximately 80% of our total assets. Judgments are made in determining the estimated useful lives of assets, salvage values to be assigned to assets and if or when an asset has been impaired. The accuracy of these estimates affects the amount of depreciation expense recognized in our financial results and whether we have a gain or loss on the disposal of the asset. We assign lives to our assets based on our standard policy, which we believe is representative of the useful life of each category of assets. We review the carrying value of our property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. The factors we consider in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors.

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Excess of Purchase Price Over Fair Value of Net Assets Acquired

     At December 31, 2003 we had approximately $80.8 million in goodwill and other intangible assets on our consolidated balance sheet resulting from our acquisition of the Missouri properties in December 2000. According to the requirements of SFAS No. 142, which we adopted on January 1, 2002, we completed our initial assessment and our annual assessment for impairment and determined that no goodwill impairment existed. The assessment in both cases requires the use of estimates about future operating results of each reporting unit to determine its estimated fair value. Changes in forecasted operations can materially affect these estimates.

Star Awards Program

     Our customer reward program, Star Awards, allows customers to earn certain point-based cash rewards or complimentary goods and services based on the volume of the customers’ gaming activity. Customers can accumulate reward points over time that they may redeem at their discretion under the terms of the program. The reward credit balance is forfeited if a customer does not earn any reward credits over any subsequent 12-month period. As a result of the ability of the customer to bank the reward points, we accrue the expense of reward points, after giving effect to estimated forfeitures, as they are earned. At December 31, 2003 and 2002, $6.6 million and $5.1 million, respectively, was accrued. The value of these point-based cash rewards or complimentary goods and services are netted against revenue as a promotional allowance.

Cash Coupons

     Our former, current and future players may be awarded, on a discretionary basis, cash coupons based, in part, on their play volume. The coupons are redeemable within a short time period, generally seven days, and are redeemable only on a return visit. There is no ability to renew or extend the offer. We recognize a reduction in revenue as a promotional allowance for these coupons when the coupons are redeemed.

Self-Funded Employee Health Care Insurance Program

     Our employee health care benefits program is self-funded up to a maximum amount per claim. Accruals are based on claims filed and estimates of claims incurred but not reported. At December 31, 2003 and 2002, our estimated liabilities for unpaid and incurred but not reported claims totaled $4.1 million and $3.6 million, respectively. We consider historical loss experience and certain unusual claims in estimating these liabilities, based upon statistical data provided by the independent third party administrator of the health care benefits program. We believe the use of this method to account for these liabilities provides a consistent and effective way to measure these highly judgmental accruals; however, changes in health care costs, accident or illness frequency and severity and other factors can materially affect the estimate for these liabilities. We continually monitor the potential for changes in estimates, evaluate our insurance accruals and adjust our recorded provisions.

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Income Taxes

     We are subject to income taxes in the United States and in several states in which we operate. We account for income taxes according to SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the recognition of deferred tax assets, net of applicable reserves, related to net operating loss carryforwards and certain temporary differences. The standard requires recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

     At December 31, 2003, we had $50.2 million of deferred tax assets and $105.7 million of deferred tax liabilities. We believe that it is more likely than not that our deferred tax assets are fully realizable because of the future reversal of existing taxable temporary differences and future projected taxable income.

     Our income tax returns are subject to examination by the Internal Revenue Services and other tax authorities. We regularly assess the potential outcomes of these examinations in determining the adequacy of our provision for income taxes and our income tax liabilities. To determine necessary reserves, we must make assumptions and judgments about potential actions by taxing authorities, partially based on historical precedent. Our estimate of the potential outcome of any uncertain tax issue is highly judgmental, and we believe we have adequately provided for any reasonable and foreseeable outcomes related to uncertain tax matters. When actual results of tax examinations differ from our estimates, we adjust the income tax provision and our tax reserves in the period in which the examination issues are settled.

Recently Issued Accounting Standards

     In April 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” We adopted the provisions of SFAS No. 149 that relate to SFAS 133 Implementation Issues on April 1, 2003. We adopted the provisions related to contracts entered into or modified after June 30, 2003 on July 1, 2003, and there was no impact on our financial position, results of operations or cash flows.

     In June 2003, the Securities and Exchange Commission issued Release No. 33-8238, “Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports,” pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. The Securities and Exchange Commission rules require that we assess and report annually on our internal control over financial reporting and that our independent public accountants attest to our assessment. We will be required to issue our first report on internal control over financial reporting in our Annual Report on Form 10-K for the year ending December 31, 2004. We have developed a formal plan to achieve compliance with these requirements and we have substantially completed the implementation of this plan.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our senior credit facilities. As of December 31, 2003, we had $334.0 million outstanding under our senior credit facilities, bearing interest at variable rates. Of this amount, $100 million is covered by an interest rate swap agreement that fixes the interest rate thereon. This swap agreement terminates on March 31, 2004. (See “Note 5 — Notes payable and long-term debt” of Notes to Consolidated Financial Statements for more discussion on derivative instruments.) Other than the borrowings under the senior credit facilities and $1.1 million in other long-term debt outstanding at December 31, 2003 (collectively, the “Variable Rate Debt”), all of our long-term debt bears interest at fixed rates. The Variable Rate Debt bears interest equal to LIBOR (in the case of Eurodollar loans) or the prime interest rate (in the case of base rate loans), plus an applicable margin. At December 31, 2003, the average interest rate applicable to the Variable Rate Debt was 3.9%. An increase of one percentage point in the average interest rate applicable to the Variable Rate Debt outstanding at December 31, 2003 would increase our annual interest cost by approximately $2.4 million. We continue to monitor interest rate markets and may enter into interest rate collar or swap agreements or other derivative instruments for additional amounts of principal under the senior credit facilities as market conditions warrant.

Item 8. Financial Statements and Supplementary Data

     The Report of Independent Public Accountants appears at page F-1 hereof, and our Consolidated Financial Statements and Notes to Consolidated Financial Statements appear at pages F-2 through F-22 hereof.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     None.

Item 9A. Controls and Procedures.

     (a)  Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our President and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and other members of management concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic filings with the Securities and Exchange Commission.

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     (b)  Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting have come to management’s attention during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant

     The information required by this Item will be set forth under the captions “Proposal No. 1. Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement for our 2004 Annual Meeting of Stockholders (our “Proxy Statement”) to be filed with the Securities and Exchange Commission on or about April 29, 2004 and is incorporated herein by this reference.

Item 11. Executive Compensation

     The information required by this Item will be set forth under the caption “Executive Compensation” in our Proxy Statement and is incorporated herein by this reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     The information required by this Item will be set forth under the captions “Proposal No. 1. Election of Directors — Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation — Equity Compensation Plan Information” in our Proxy Statement and is incorporated herein by this reference.

Item 13. Certain Relationships and Related Transactions

     The information required by this Item will be set forth under the caption “Certain Transactions” in our Proxy Statement and is incorporated herein by this reference.

Item 14. Principal Accountant Fees and Services

     The information required by this Item will be set forth under the caption “Independent Public Accountants” in our Proxy Statement and is incorporated herein by this reference.

59

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

The following are filed as part of this Report:

     (a) 1. Financial Statements

Independent Auditors’ Report

Consolidated Balance Sheets as of December 31, 2003 and 2002

Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2003, 2002 and 2001

Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001

Notes to Consolidated Financial Statements

     (a) 2. Financial Statement Schedules

     All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under related instructions or are inapplicable and therefore have been omitted.

     (a) 3. Exhibits

     The following exhibits are filed or incorporated by reference as part of this Report. Certain of the listed exhibits are incorporated by reference to previously filed reports of ACI under the Securities Exchange Act of 1934, as amended, including Forms 10-K, 10-Q and 8-K. These reports have been filed with the Securities and Exchange Commission under File No. 0-22494.

Exhibit
Number	Description of Exhibit	Method of Filing
3(i)(a)	Articles of Incorporation of ACI	Incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed by ACI under the Securities Act of 1933, as amended (File No. 33-68936) (the “Form S-1”).
3(i)(b)	Certificate of Amendment to Articles of Incorporation of ACI	Incorporated by reference to Exhibit 3.1 to ACI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

60

Exhibit
Number	Description of Exhibit	Method of Filing
3(ii)	Bylaws of ACI	Incorporated by reference to Exhibit 3.2 to ACI’s Annual Report on Form 10-K for the year ended December 31, 1995 (the “1995 10-K”).
4.1	Specimen Common Stock Certificate	Incorporated by reference to Exhibit 4 to Amendment No. 2 to the Form S-1.
4.2(a)	Credit Agreement (the “Credit Agreement”) dated as of December 20, 2000 among ACI, the various Lenders party thereto from time to time, Wells Fargo Bank, N.A., as Co-Arranger and Syndication Agent (“WFB”), Bear Stearns Corporate Lending Inc., as Documentation Agent (“BSCLI”), Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Manager (“DBSI”), and Bankers Trust Company, as Administrative Agent (“BTCo”)	Incorporated by reference to Exhibit 4.2(a) to ACI’s Annual Report on Form 10-K for the year ended December 31, 2000 (the “2000 10-K”).
4.2(b)	First Amendment to Credit Agreement dated as of January 30, 2001 among ACI, the various Lenders party to the Credit Agreement, WFB, BSCLI, DBSI and BTCo	Incorporated by reference to Exhibit 4.2(b) to the 2000 10-K.
4.2(c)	Second Amendment to Credit Agreement dated as of May 31, 2002 among ACI, the various Lenders party to the Credit Agreement and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Administrative Agent (“DBTCA”)	Incorporated by reference to Exhibit 4.1 to ACI’s Current Report on Form 8-K filed on June 19, 2002.
4.2(d)	Third Amendment to Credit Agreement dated as of November 22, 2002 among ACI, the various Lenders party to the Credit Agreement and DBTCA	Incorporated by reference to Exhibit 4.2 to ACI’s Current Report on Form 8-K filed on December 4, 2002 (the “December 2002 8-K”).
4.2(e)	First Incremental Commitment Agreement dated as of December 2, 2002 among ACI, the Incremental Lenders party thereto, the Guarantors party thereto and DBTCA	Incorporated by reference to Exhibit 4.1 to the December 2002 8-K.

61

Exhibit
Number	Description of Exhibit	Method of Filing
4.2(f)	Fourth Amendment to Credit Agreement dated as of December 19, 2003, among ACI, the various Lenders party to the Credit Agreement and DBTCA	Filed electronically herewith.
4.2(g)	Fifth Amendment to Credit Agreement dated as of February 27, 2004, among ACI, the various Lenders party to the Credit Agreement and DBTCA	Filed electronically herewith.
4.2(h)	Guaranty made by each of ACI’s subsidiaries guaranteeing ACI’s obligations under the Credit Agreement	Incorporated by reference to Exhibit 4.2(c) to the 2000 10-K.
4.3	Indenture dated as of February 2, 2001 among ACI, the Guarantors (as defined therein) and U.S. Bank Trust National Association, as trustee	Incorporated by reference to Exhibit 4.4 to the 2000 10-K.
*10.1(a)	Employment Agreement dated November 15, 1993 between ACI and Thomas M. Steinbauer	Incorporated by reference to Exhibit 10.1(a) to ACI’s Annual Report on Form 10-K for the year ended December 31, 1994 (the “1994 10-K”).
*10.1(b)	Amendment No. 1 to Employment Agreement dated as of October 5, 2001 between ACI and Thomas M. Steinbauer	Incorporated by reference to Exhibit 10.2 to ACI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the “September 2001 10-Q”).
*10.1(c)	Amendment No. 2 to Employment Agreement dated as of August 15, 2002 between ACI and Thomas M. Steinbauer	Incorporated by reference to Exhibit 10.2 to ACI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (the “September 2002 10-Q”).
*10.1(d)	Amended and Restated Executive Employment Agreement dated as of March 11, 2002 between ACI and Gordon R. Kanofsky	Incorporated by reference to Exhibit 10.1(c) to ACI’s Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 10-K”).
*10.1(e)	Amendment to Amended and Restated Executive Employment Agreement dated as of August 16, 2002 between ACI and Gordon R. Kanofsky	Incorporated by reference to Exhibit 10.3 to the September 2002 10-Q.

62

Exhibit
Number	Description of Exhibit	Method of Filing
*10.1(f)	Executive Employment Agreement dated as of March 13, 2002 between ACI and Peter C. Walsh	Incorporated by reference to Exhibit 10.1(d) to the 2001 10-K.
*10.1(g)	Amendment to Executive Employment Agreement dated as of August 16, 2002 between ACI and Peter C. Walsh	Incorporated by reference to Exhibit 10.4 to the September 2002 10-Q.
*10.1(h)	Executive Employment Agreement dated as of June 5, 2002 between ACI and Angela R. Baker (now known as Angela R. Frost)	Incorporated by reference to Exhibit 10.1(g) to ACI’s Annual Report on Form 10-K for the year ended December 31, 2002 (the “2002 10-K”).
*10.2	Ameristar Casinos, Inc. 1993 Non-Employee Director Stock Option Plan, as amended and restated	Incorporated by reference to Exhibit 10.2 to ACI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
*10.3(a)	Ameristar Casinos, Inc. Management Stock Option Incentive Plan, as amended and restated	Incorporated by reference to Exhibit 10.3 to ACI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
*10.3(b)	Amendment to Ameristar Casinos, Inc. Amended and Restated Management Stock Option Incentive Plan	Incorporated by reference to Exhibit 10.3 to the September 2001 10-Q.
*10.3(c)	Second Amendment to Ameristar Casinos, Inc. Amended and Restated Management Stock Option Incentive Plan	Incorporated by reference to Exhibit 10.3(c) to the 2002 10-K.
*10.4(a)	Ameristar Casinos, Inc. Amended and Restated 1999 Stock Incentive Plan, effective January 24, 2003	Incorporated by reference to Appendix A to the definitive Proxy Statement filed by ACI under cover of Schedule 14A on April 30, 2003.
*10.4(b)	Form of Stock Option Agreement under Ameristar Casinos, Inc. Amended and Restated 1999 Stock Incentive Plan	Filed electronically herewith.
*10.5	Ameristar Casinos, Inc. 2002 Non-Employee Directors’ Stock Election Plan	Incorporated by reference to Appendix A to the definitive Proxy Statement filed by ACI under cover of Schedule 14A on April 30, 2002 (the “2002 Proxy Statement”).

63

Exhibit
Number	Description of Exhibit	Method of Filing
*10.6	Ameristar Casinos, Inc. Performance-Based Bonus Plan for Craig H. Neilsen	Incorporated by reference to Appendix B to the 2002 Proxy Statement.
*10.7	Form of Indemnification Agreement between ACI and each of its directors and executive officers	Incorporated by reference to Exhibit 10.33 to Amendment No. 2 to the Form S-1.
10.8	Plan of Reorganization, dated November 15, 1993, between ACI and Craig H. Neilsen in his individual capacity and as trustee of the testamentary trust created under the last will and testament of Ray Neilsen dated October 9, 1963	Incorporated by reference to Exhibit 2.1 to the 1994 10-K.
10.9	Amended and Restated Excursion Boat Sponsorship and Operations Agreement dated October 7, 2002 between Iowa West Racing Association and Ameristar Casino Council Bluffs, Inc.	Incorporated by reference to Exhibit 10.1 to the September 2002 10-Q.
10.10	Settlement, Use and Management Agreement and DNR Permit, dated May 15, 1995, between the State of Iowa acting through the Iowa Department of Natural Resources and ACCBI as assignee of Koch Fuels, Inc.	Incorporated by reference to Exhibits 10.12 and 99.1 to ACI’s Annual Report on Form 10-K for the year ended December 31, 1996.
*10.11	Ameristar Casinos, Inc. Deferred Compensation Plan	Incorporated by reference to Exhibit 10.14 to the 2000 10-K.
*10.12	Master Trust Agreement for Ameristar Casinos, Inc. Deferred Compensation Plan, dated as of April 1, 2001, between ACI and Wilmington Trust Company	Incorporated by reference to Exhibit 10.15 to the 2002 10-K.
14	Ameristar Casinos, Inc. Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer	Filed electronically herewith.
21	Subsidiaries of ACI	Filed electronically herewith.
23	Consent of Deloitte & Touche LLP	Filed electronically herewith.

64

Exhibit
Number	Description of Exhibit	Method of Filing
31.1	Certification of Craig H. Neilsen, Chairman, President and Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith.
31.2	Certification of Thomas M. Steinbauer, Senior Vice President of Finance, Chief Financial Officer and Treasurer, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed electronically herewith.
99	Agreement to furnish the Securities and Exchange Commission certain instruments defining the rights of holders of certain long-term debt	Incorporated by reference to Exhibit 99.1 to the 2000 10-K.

* Denotes a management contract or compensatory plan or arrangement.

     (b)     Reports on Form 8-K

     On October 29, 2003, we filed a Current Report on Form 8-K in which we furnished, under Items 7, 9 and 12, a press release disclosing our financial results for the third quarter of 2003.

65

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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)
March 12, 2004	By:		/s/ Craig H. Neilsen  by C. Wilson
			Craig H. Neilsen
			Chairman of the Board, President and
			Chief Executive Officer

     Pursuant to the requirements of the Securities Exchanges Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Name and Title	Date
/s/ Craig H. Neilsen by C. Wilson	Craig H. Neilsen, Chairman of the Board, President and Chief Executive Officer (principal executive officer)	March 12, 2004
/s/ Thomas M. Steinbauer	Thomas M. Steinbauer, Senior Vice President of Finance, Chief Financial Officer and Treasurer (principal financial officer)	March 12, 2004
/s/ Thomas L. Malone	Thomas L. Malone, Vice President of Finance and Controller (principal accounting officer)	March 12, 2004
/s/ Larry A. Hodges	Larry A. Hodges, Director	March 12, 2004
/s/ Joseph E. Monaly	Joseph E. Monaly, Director	March 12, 2004
/s/ Leslie Nathanson Juris	Leslie Nathanson Juris, Director	March 12, 2004
/s/ J. William Richardson	J. William Richardson, Director	March 12, 2004
/s/ W. Bruce Turner	W. Bruce Turner, Director	March 12, 2004

S-1

     On this 12th day of March, 2004, Craig H. Neilsen directed Connie Wilson, in his presence as well as our own, to sign the foregoing document in two places as “Craig H. Neilsen.” Upon viewing the signatures as signed by Connie Wilson and in our presence, Craig H. Neilsen declared to us that he adopted them as his own signature.

/s/ Janet Catron

Witness

/s/ Lisa K. Nowak

Witness

STATE OF NEVADA	)
	):ss.
COUNTY OF CLARK	)

     I, Margene M. Otten, Notary Public in and for said county and state, do hereby certify that Craig H. Neilsen personally appeared before me and is known or identified to me to be the President and Chief Executive Officer of Ameristar Casinos, Inc., the corporation that executed the within instrument or the person who executed the instrument on behalf of said corporation. Craig H. Neilsen, who being unable due to physical incapacity to sign his name or offer his mark, did direct Connie Wilson in his presence, as well as my own, to sign his name to the foregoing document in two places. Craig H. Neilsen, after viewing his name as signed by Connie Wilson, thereupon adopted the signatures as his own by acknowledging to me his intention to so adopt them as if he had personally executed the same both in his individual capacity and on behalf of said corporation, and further acknowledged to me that such corporation executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 12th day of March, 2004.

/s/ Margene M. Otten

Notary Public

My Commission Expires:	July 23, 2006
Residing at: Las Vegas, NV

S-2

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders
     of Ameristar Casinos, Inc.:

We have audited the accompanying consolidated balance sheets of Ameristar Casinos, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Ameristar Casinos, Inc. and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As described in Note 2 to the consolidated financial statements, the Company adopted Statements of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities — an Amendment of FASB Statement No. 133, as of January 1, 2001, and adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, as of January 1, 2002.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
March 10, 2004

F-1

AMERISTAR CASINOS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share Data)

	December 31,
	2003			2002
ASSETS
Current Assets:
Cash and cash equivalents	$	78,220		$	90,573
Restricted cash		2,677			—
Accounts receivable, net		5,234			4,952
Income tax refund receivable		643			11,614
Inventories		6,113			6,585
Prepaid expenses		9,706			9,413
Deferred income taxes		26,239			24,730
Assets held for sale		235			335
Total current assets		129,067			148,202
Property and Equipment, at cost:
Buildings and improvements		853,005			820,057
Furniture, fixtures and equipment		246,615			203,762
Furniture, fixtures and equipment under capitalized leases		—			5,652
		1,099,620			1,029,471
Less: Accumulated depreciation and amortization		245,934			186,986
		853,686			842,485
Land		43,173			43,173
Construction in progress		23,904			30,719
Total property and equipment, net		920,763			916,377
Excess of purchase price over fair market value of net assets acquired		80,816			82,020
Deposits and other assets		24,604			26,893
TOTAL ASSETS	$	1,155,250		$	1,173,492
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	16,190		$	17,044
Construction contracts payable		10,599			26,510
Accrued liabilities		66,311			63,343
Current obligations under capitalized leases		4			1,231
Current maturities of notes payable and long-term debt		3,885			36,628
Total current liabilities		96,989			144,756
Obligations under capitalized leases, net of current maturities		213			953
Long-term debt, net of current maturities		712,831			759,712
Deferred income taxes and other long-term liabilities		89,374			65,875
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $.01 par value: Authorized - 30,000,000 shares; Issued — none		—			—
Common stock, $.01 par value: Authorized - 60,000,000 shares; Issued and outstanding - 26,611,214 shares at December 31, 2003 and 26,244,985 shares at December 31, 2002		266			262
Additional paid-in capital		150,382			146,631
Accumulated other comprehensive loss		(688	)		(2,960	)
Retained earnings		105,883			58,263
Total stockholders’ equity		255,843			202,196
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,155,250		$	1,173,492

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

F-2

AMERISTAR CASINOS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Share Data)

	Years ended December 31,
	2003			2002			2001
Revenues:
Casino	$	760,376		$	678,642		$	568,259
Food and beverage		103,176			80,783			66,994
Rooms		25,136			22,824			22,802
Other		21,557			19,387			18,074
		910,245			801,636			676,129
Less: Promotional allowances		128,278			103,673			73,304
Net revenues		781,967			697,963			602,825
Operating Expenses:
Casino		349,845			297,476			252,906
Food and beverage		59,747			53,963			46,169
Rooms		6,343			6,826			7,921
Other		12,522			13,962			11,813
Selling, general and administrative		149,292			150,228			129,060
Depreciation and amortization		63,599			48,711			40,101
Impairment loss on assets held for sale		687			5,213			—
Preopening expenses		—			6,401			—
Total operating expenses		642,035			582,780			487,970
Income from operations		139,932			115,183			114,855
Other Income (Expense):
Interest income		330			174			522
Interest expense, net		(64,261	)		(51,206	)		(64,931	)
Loss on early retirement of debt		(701	)		—			—
Other		288			(272	)		(776	)
Income Before Income Tax Provision and Cumulative Effect of Change in Accounting Principle		75,588			63,879			49,670
Income tax provision		27,968			23,345			16,381
Income Before Cumulative Effect of Change in Accounting Principle		47,620			40,534			33,289
Cumulative effect of change in accounting principle - adoption of SFAS No. 133, net of income tax benefit of $73		—			—			(135	)
Net Income	$	47,620		$	40,534		$	33,154
Earnings Per Share:
Income before cumulative effect of change in accounting principle:
Basic	$	1.80		$	1.55		$	1.59
Diluted	$	1.76		$	1.50		$	1.52
Cumulative effect of change in accounting principle:
Basic	$	—		$	—		$	—
Diluted	$	—		$	—		$	(0.01	)
Net income:
Basic	$	1.80		$	1.55		$	1.59
Diluted	$	1.76		$	1.50		$	1.51

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

F-3

AMERISTAR CASINOS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in Thousands)

	Capital Stock				Additional		Accumulated Other			Retained Earnings
	Number of				Paid-In		Comprehensive			(Accumulated
	Shares		Amount		Capital		Loss			Deficit)			Total
Balance, December 31, 2000		20,443	$	204	$	43,265	$	—		$	(15,425	)	$	28,044
Net income		—		—		—		—			33,154			33,154
Change in fair value of interest rate swap agreement, net of deferred tax of $1,052		—		—		—		(1,953	)		—			(1,953	)
Total comprehensive income														31,201
Issuance of common stock, net of offering costs		4,900		49		94,179		—			—			94,228
Exercise of stock options		516		5		1,994		—			—			1,999
Tax benefits of stock option exercises		—		—		1,864		—			—			1,864
Balance, December 31, 2001		25,859		258		141,302		(1,953	)		17,729			157,336
Net income		—		—		—		—			40,534			40,534
Change in fair value of interest rate swap agreement, net of deferred tax of $470		—		—		—		(1,007	)		—			(1,007	)
Total comprehensive income														39,527
Exercise of stock options		386		4		1,819		—			—			1,823
Tax benefits of stock option exercises		—		—		3,510		—			—			3,510
Balance, December 31, 2002		26,245		262		146,631		(2,960	)		58,263			202,196
Net income		—		—		—		—			47,620			47,620
Change in fair value of interest rate swap agreement, net of deferred tax of $1,224		—		—		—		2,272			—			2,272
Total comprehensive income														49,892
Exercise of stock options		366		4		2,130		—			—			2,134
Tax benefits of stock option exercises		—		—		1,621		—			—			1,621
Balance, December 31, 2003		26,611	$	266	$	150,382	$	(688	)	$	105,883		$	255,843

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

F-4

AMERISTAR CASINOS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)

	Years ended December 31,
	2003			2002			2001
Cash Flows from Operating Activities:
Net income	$	47,620		$	40,534		$	33,154
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		63,599			48,711			40,101
Amortization of debt issuance costs and debt discounts		4,978			4,688			7,365
Loss on early retirement of debt		701			—			—
Change in value of interest rate collar agreement		(1,013	)		886			1,900
Net increase in deferred compensation liability		374			2,686			—
Impairment loss on assets held for sale		687			5,213			—
Net loss (gain) on disposition of assets		(289	)		341			777
Change in deferred income taxes		24,100			23,074			14,560
Increase in restricted cash		(2,677	)		—			—
(Increase) decrease in accounts receivable, net		(282	)		(1,299	)		7,668
Decrease (increase) in income tax refund receivable		10,971			(11,614	)		125
Decrease (increase) in inventories		472			(1,379	)		(771	)
Increase in prepaid expenses		(293	)		(1,992	)		(2,071	)
Decrease (increase) in assets held for sale		100			(335	)		—
(Decrease) increase in accounts payable		(854	)		6,713			(2,793	)
Increase in accrued liabilities		2,968			11,695			10,274
(Decrease) increase in other long-term liabilities		—			(1,304	)		1,053
Total adjustments		103,542			86,084			78,188
Net cash provided by operating activities		151,162			126,618			111,342
Cash Flows from Investing Activities:
Capital expenditures		(69,219	)		(255,530	)		(114,114	)
(Decrease) increase in construction contracts payable		(15,911	)		10,055			11,962
Proceeds from sale of The Reserve		—			—			71,559
Proceeds from sale of assets (other than The Reserve)		836			8,370			28
Decrease (increase) in deposits and other non-current assets		915			(4,349	)		(1,405	)
Net cash used in investing activities		(83,379	)		(241,454	)		(31,970	)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable and long-term debt		—			246,038			395,269
Principal payments of long-term debt and capitalized leases		(82,215	)		(81,996	)		(558,548	)
Debt issuance costs and amendment fees		(55	)		(1,554	)		(7,467	)
Proceeds from stock offering		—			—			94,228
Proceeds from stock option exercises		2,134			1,823			1,999
Net cash provided by (used in) financing activities		(80,136	)		164,311			(74,519	)
Net (Decrease) Increase in Cash and Cash Equivalents		(12,353	)		49,475			4,853
Cash and Cash Equivalents — Beginning of Year		90,573			41,098			36,245
Cash and Cash Equivalents — End of Year	$	78,220		$	90,573		$	41,098
Supplemental Cash Flow Disclosures:
Cash paid for interest, net of amounts capitalized	$	60,638		$	45,407		$	44,612
Cash paid for federal and state income taxes (net of refunds received)	$	(8,421	)	$	1,391		$	1,065
Non-cash Investing and Financing Activities:
Acquisition of assets with notes payable	$	—		$	—		$	264

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

F-5

AMERISTAR CASINOS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Basis of presentation

     The accompanying condensed consolidated financial statements include the accounts of Ameristar Casinos, Inc. (“ACI”) and its wholly owned subsidiaries (collectively, the “Company”). Through its subsidiaries, the Company owns and operates six casino properties in five markets. The Company’s portfolio of casinos consists of: Ameristar St. Charles (serving greater St. Louis, Missouri); Ameristar Kansas City (serving the Kansas City, Missouri metropolitan area); Ameristar Council Bluffs (serving Omaha, Nebraska and southwestern Iowa); Ameristar Vicksburg (serving Jackson, Mississippi and Monroe, Louisiana); and Cactus Petes and the Horseshu in Jackpot, Nevada (serving Idaho and the Pacific Northwest). The Company views each property as an operating segment and all such operating segments have been aggregated into one reporting segment. All significant intercompany transactions have been eliminated.

Note 2 — Summary of significant accounting policies

Use of estimates

     The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to apply significant judgment in defining the appropriate estimates and assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company’s judgments are based in part on its historical experience, terms of existing contracts, observance of trends in the gaming industry and information available from other outside sources. Actual results could differ from those estimates.

Cash and cash equivalents

     The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents are carried at cost, which approximates market, due to the short-term maturities of these instruments.

Restricted cash

     On September 2, 2003, the Company entered into a trust participation agreement with an insurance provider. Pursuant to the terms of the trust participation agreement, the Company deposited $2.6 million into the trust account as collateral should the insurance provider require reimbursement. The Company is permitted to invest the trust funds in certain short-term investment vehicles with stated maturity dates not to exceed six months. Any interest or other earnings will be disbursed to the Company.

Accounts receivable

     Gaming receivables are included as part of the Company’s accounts receivable balance. At December 31, 2003 and 2002, an allowance of $0.4 million and $0.3 million, respectively, has been applied to reduce total accounts receivable to amounts anticipated to be collected.

Inventories

     Inventories primarily consist of food and beverage items, gift shop and general store retail merchandise, engineering and slot supplies, uniforms, linens, china and other general supplies.

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Inventories are stated at the lower of cost or market. Cost is determined principally on the weighted average basis.

Depreciation and capitalization

     Property and equipment are recorded at cost, including interest charged on funds borrowed to finance construction. Interest of $1.6 million, $17.9 million and $17.8 million was capitalized for the years ended December 31, 2003, 2002 and 2001, respectively. Betterments, renewals and repairs that extend the life of an asset are capitalized. Ordinary maintenance and repairs are charged to expense as incurred. Costs of major renovation projects are capitalized in accordance with existing policies.

     Depreciation is provided on the straight-line method. Amortization of building and furniture, fixtures and equipment under capitalized leases is provided over the shorter of the estimated useful life of the asset or the term of the associated lease (including lease renewal or purchase options the Company expects to exercise). Depreciation and amortization is provided over the following estimated useful lives:

Buildings and improvements	5 to 39 years
Furniture, fixtures and equipment	2 to 15 years
Furniture, fixtures and equipment under capitalized leases	3 to 5 years

Impairment of long-lived assets

     The Company reviews long-lived assets for impairment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which the Company adopted on January 1, 2002.

     SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company reviews long-lived assets for such events or changes in circumstances and at each balance sheet date. If a long-lived asset is to be held and used, the Company assesses recoverability based on the future undiscounted cash flows of the related asset over the remaining life compared to the asset’s book value. If an impairment exists, the asset is adjusted to fair value, based on quoted market prices or another valuation technique, such as discounted cash flow analysis. If a long-lived asset is to be sold, the asset is reported at the lower of carrying amount or fair value less cost to sell, with fair value measured as discussed above. See also “Note 10 — Impairment loss on assets held for sale.”

Debt issuance costs

     Debt issuance costs are capitalized and amortized to interest expense using the effective interest method or a method that approximates the effective interest method over the term of the related debt instrument. The Company expenses debt issuance costs ratably in connection with any early debt retirements. For the year ended December 31, 2003, deferred debt issuance costs totaling $0.7 million were expensed as a result of the early retirement of debt. There were no early debt retirements during the years ended December 31, 2002 and 2001.

Excess of purchase price over fair market value of net assets acquired

     In connection with the December 2000 acquisition of the Missouri properties, the Company recorded an excess of purchase price over fair market value of net assets acquired (“goodwill”). The Company accounts for goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” which the Company adopted on January 1, 2002. Under SFAS No. 142, goodwill is no longer amortized.

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Instead, goodwill must be reviewed for impairment using a fair value assessment approach at least annually and more frequently if events or circumstances indicate a possible impairment. The Company completed a review of goodwill as of October 1, 2003, October 1, 2002 and January 1, 2001 and determined that no impairment existed as of those dates. The Company will continue to review goodwill annually as of October 1. See also “Note 12 - Excess of purchase price over fair market value of net assets acquired.”

Derivative instruments and hedging activities

     The Company seeks to manage interest rate risk associated with variable rate borrowings through the use of derivative instruments designated as cash flow hedges. The Company accounts for these derivative instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Hedging Activities — an Amendment of FASB Statement No. 133,” which the Company adopted on January 1, 2001. SFAS No. 133 requires that derivative financial instruments be recognized as assets or liabilities, with changes in fair value affecting net income or comprehensive income. See also “Note 5 — Notes payable and long-term debt.”

Revenue recognition

     In accordance with industry practice, casino revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons. Additionally, the Company recognizes revenue upon the occupancy of its hotel rooms, upon the delivery of food, beverage and other services, and upon performance for entertainment revenue. The retail value of hotel accommodations and food and beverage items provided to customers without charge is included in gross revenues and then deducted as promotional allowances, to arrive at net revenues. Promotional allowances consist of the retail value of complimentary food and beverage, rooms, progress towards earning points for cash-based loyalty programs and targeted direct mail coin coupons.

     The estimated departmental costs of providing complimentary food and beverage, rooms and other are included in casino operating expenses and consist of the following:

	Years ended December 31,
	2003		2002		2001
	(Amounts in Thousands)
Food and beverage	$	34,965	$	30,266	$	22,632
Rooms		3,754		3,416		1,550
Other		6,170		2,972		3,638
	$	44,889	$	36,654	$	27,820

Advertising

     The Company expenses advertising costs the first time the advertising takes place. Advertising expense included in selling, general and administrative expenses was approximately $21.6 million, $19.0 million and $17.6 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Preopening expenses and business development expenses

     Preopening expenses primarily represent direct personnel and other operating costs incurred prior to the opening of new facilities and are expensed as incurred in accordance with American Institute of Certified Public Accountants’ Statement of Position No. 98-5, “Reporting on the Costs of Start-up Activities,” which became effective January 1, 1999 (“SOP 98-5”). In August 2002, the Company opened

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its new casino and entertainment facility at Ameristar St. Charles and incurred $6.4 million of related preopening expenses in 2002. These expenses included, without limitation, payroll and related benefits, contract labor, employee recruiting expense and general supplies.

     Business development expenses are general costs incurred in connection with identifying, evaluating and pursuing opportunities to expand into existing or new gaming jurisdictions. Such costs include, among others, legal fees, land option payments and fees for applications filed with regulatory agencies, and are expensed as incurred. During the years ended December 31, 2003, 2002 and 2001, the Company recorded $2.0 million, $0.4 million and $0.1 million, respectively, in business development expenses.

Income taxes

     Income taxes are recorded in accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires recognition of deferred income tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Recently issued accounting standards

     In April 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The Company adopted the provisions of SFAS No. 149 that relate to SFAS 133 Implementation Issues on April 1, 2003. The Company adopted the provisions related to contracts entered into or modified after June 30, 2003 on July 1, 2003, and there was no impact on its financial position, results of operations or cash flows.

Reclassifications

     Certain reclassifications, having no effect on net income, have been made to the prior periods’ consolidated financial statements to conform to the current period’s presentation.

Note 3 — Accrued liabilities

     Major classes of accrued liabilities consist of the following as of December 31:

	2003		2002
	(Amounts in Thousands)
Compensation and related benefits	$	18,720	$	16,918
Interest		15,544		16,899
Taxes other than income taxes		14,196		13,460
Players’ club rewards		6,603		5,112
Progressive slot machine and related accruals		4,182		4,740
Deposits and other accruals		7,066		6,214
	$	66,311	$	63,343

F-9

Note 4 — Federal and state income taxes

     The provision for income taxes consists of the following:

	Years ended December 31,
	2003		2002		2001
	(Amounts in Thousands)
Taxes on income from continuing operations:
Federal income taxes	$	26,724	$	22,467	$	15,648
State income taxes		1,244		878		733
Tax benefit from cumulative effect of change in accounting principle		—		—		(73	)
	$	27,968	$	23,345	$	16,308

     The components of the income tax provision are as follows:

	Years ended December 31,
	2003		2002			2001
	(Amounts in Thousands)
Current	$	2,963	$	(177	)	$	733
Deferred		25,005		23,522			15,648
	$	27,968	$	23,345		$	16,381

     The reconciliation of income tax at the federal statutory rate to income tax expense is as follows:

	Years ended December 31,
	2003			2002			2001
Federal statutory rate		35.0	%		35.0	%		35.0	%
State income tax expense		1.6			0.9			1.0
Nondeductible political and lobbying costs		0.5			0.4			0.3
Nondeductible meals and entertainment expenses		0.1			0.0			0.1
Other nondeductible expenses		(0.2	)		0.2			0.1
Previously unrecognized credit carryforwards		—			—			(3.5	)
		37.0	%		36.5	%		33.0	%

F-10

     Under SFAS No. 109, deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income tax liability consist of the following:

	December 31,
	2003			2002
	(Amounts in Thousands)
Deferred income tax assets:
Accrued expenses	$	4,212		$	4,329
Alternative minimum tax credit		2,109			1,004
Net operating loss carryforwards		32,507			27,997
Impairment loss on assets held for sale		2,660			2,677
Other		8,714			9,836
Total deferred income tax assets		50,202			45,843
Deferred income tax liabilities:
Property and equipment		(70,461	)		(69,259	)
Other		(35,196	)		(9,548	)
Total deferred income tax liabilities		(105,657	)		(78,807	)
Net deferred income tax liability	$	(55,455	)	$	(32,964	)

     The excess of the alternative minimum tax over regular federal income tax is a tax credit, which can be carried forward indefinitely to reduce future federal income tax liabilities. At December 31, 2003, the Company has available $92.9 million of unused operating loss carryforwards that may be applied against future taxable income. The unused operating loss carryforwards will expire in 2018 through 2022. No valuation allowance has been provided against deferred income tax assets as the Company believes it is more likely than not that deferred income tax assets are realizable based on expected future taxable income.

F-11

Note 5 - Notes payable and long-term debt

     Notes payable and long-term debt consist of the following:

	December 31,
	2003		2002
	(Amounts in Thousands)
Senior credit facilities, secured by first priority security interest in substantially all real and personal property assets of ACI and its subsidiaries, consisting of the following facilities:
Revolving term loan facility, at variable interest (3.6% at December 31, 2003 and 4.4% at December 31, 2002), through December 20, 2005	$	33,472	$	75,000
Term loan A, at variable interest (3.7% at December 31, 2003 and 4.4% at December 31, 2002), principal due quarterly, through December 20, 2005		13,685		30,027
Term loan B, at variable interest (3.9% at December 31, 2003 and 4.1% at December 31, 2002), principal due quarterly, through December 20, 2006		286,844		290,147
Senior subordinated notes, unsecured, 10.75% fixed interest, payable semi-annually, principal due February 2, 2009 (net of $3,206 and $3,831 discount at December 31, 2003 and 2002, respectively)		376,794		376,169
Equipment financing, secured, variable interest (4.13% at December 31, 2002), payable monthly; principal paid in full in 2003		—		13,180
Other		5,921		11,817
		716,716		796,340
Less: Current maturities		3,885		36,628
	$	712,831	$	759,712

F-12

     Maturities of the Company’s borrowings for each of the next five years and thereafter as of December 31, 2003 are as follows (amounts in thousands):

Year	Maturities
2004	$	3,885
2005		3,681
2006		327,515
2007		137
2008		147
Thereafter		381,351
	$	716,716

Senior credit facilities

     In December 2000, the Company refinanced substantially all of its long-term debt with $575 million of senior credit facilities provided by a group of lenders led by affiliates of Deutsche Bank AG and a $300 million senior subordinated credit facility provided by a group of lenders also led by affiliates of Deutsche Bank AG.

     In May 2002, the Company amended the senior credit facilities. The primary elements of the amendment include: (1) a reduction in the applicable interest rate margin on all loans; (2) the consolidation of the term loan C into the term loan B; (3) a further reduction in the applicable interest rate margin for the term loan B upon an improvement in the Company’s credit rating or if the Company’s leverage ratio falls below 3.50:1; (4) increased flexibility for capital expenditures generally, including an increase in the basket applicable to the Company’s St. Charles facility to accommodate the expanded scope of that project; (5) significant increases in various covenant allowances; and (6) the extension of the approval to add up to $200 million of debt capacity if the Company obtains additional financing commitments. The Company paid a fee to its lenders of approximately $0.9 million in connection with the amendment, which is being amortized over the remaining lives of the senior credit facilities.

     In November 2002, the Company further amended the senior credit facilities to increase the capital expenditure basket applicable to the new facility at Ameristar St. Charles from $180 million to $210 million and paid a $0.2 million amendment fee to the lenders.

     On December 2, 2002, the Company borrowed an additional $100 million under term loan B of the incremental term loan commitment provisions of the senior credit facilities. The Company used the loan proceeds to repay all $67.7 million of the outstanding balance under the revolving credit facility and to finance various capital improvements at its properties. The Company incurred $0.3 million in loan fees associated with the borrowing.

     The Company amended the senior credit facilities in December 2003 to increase allowable capital expenditures for 2003 from 7.0% to 9.5% of consolidated gross revenues.

     At December 31, 2003 and before giving effect to the February 2004 amendment discussed below, the senior credit facilities consisted of a $75 million revolving credit facility with no outstanding debt and three term loans (a $75 million revolving term loan facility, term loan A and term loan B) aggregating $334.0 million in outstanding debt. At December 31, 2003, the amount of the revolving credit facility available for borrowing was $68.5 million, after giving effect to $6.5 million of outstanding letters of credit. Each of the facilities bears interest at a variable rate based, at the Company’s option, on LIBOR

F-13

(Eurodollar loans) or the prime rate (base rate loans) plus an applicable margin. For the revolving credit facility, the revolving term loan facility and the term loan A, the interest rate margin fluctuates based on the Company’s leverage ratio, which is the ratio of consolidated debt to EBITDA (as defined) for the most recent four full fiscal quarters, and ranges from 1.25% to 3.00% in the case of Eurodollar loans and from 0.25% to 2.00% in the case of base rate loans. For term loan B, the interest rate margin fluctuates based on the Company’s leverage ratio and ranges from 2.50% to 3.00% in the case of Eurodollar loans and 1.50% to 2.00% in the case of base rate loans. In the case of Eurodollar loans, the Company has the option of selecting a one-, two-, three- or six-month interest period, with interest payable at the earlier of three months from the borrowing date or upon expiration of the interest period selected.

     All mandatory principal repayments have been made through December 31, 2003. In addition to making all required quarterly principal repayments under the senior credit facilities, in 2003 and 2002 the Company prepaid and reduced the senior credit facilities as follows:

• In December 2003, the Company prepaid and permanently reduced the revolving term loan facility by $10.4 million, the term loan A by $4.2 million and the term loan B by $0.3 million.

• In September 2003, the Company prepaid and permanently reduced both the revolving term loan facility by $14.2 million and the term loan A by $5.8 million; and

• In December 2002, the Company repaid the outstanding balance of the revolving credit facility of $67.7 million, utilizing proceeds from the additional $100 million borrowing under the term loan B;

     The senior credit facilities and the indenture governing the senior subordinated notes require the Company to comply with various affirmative and negative financial and other covenants, including restrictions on the incurrence of additional indebtedness, restrictions on dividend payments and other restrictions and requirements to maintain certain financial ratios and tests. As of December 31, 2003, the Company was required to maintain a maximum senior debt ratio, defined as senior debt divided by EBITDA, of no more than 2.25:1, and a maximum total debt ratio, defined as consolidated debt divided by EBITDA, of no more than 4.25:1. As of December 31, 2003, the Company’s senior debt and total debt ratios were 1.63:1 and 3.49:1, respectively.

     As of December 31, 2003, the Company was required to maintain a minimum fixed charge coverage ratio (EBITDA divided by fixed charges, as defined) of 1.75:1. As of December 31, 2003, the Company’s fixed charge coverage ratio was 2.17:1. In addition, the senior credit facilities require the Company to maintain a minimum of 1.50:1 adjusted fixed charge coverage ratio (EBITDA divided by adjusted fixed charges, as defined). As of December 31, 2003, the Company’s adjusted fixed charge coverage ratio was 2.15:1.

     The senior credit facilities also limit the Company’s aggregate capital expenditures in each year. For the year ended December 31, 2003, the Company’s maximum permitted capital expenditures were 9.5% of its consolidated gross revenues, or $86.5 million. In addition, the senior credit facilities permitted the Company to incur up to certain amounts of capital expenditures on specified projects. As of December 31, 2003, the Company was in compliance with the capital expenditure covenant requirements.

     In February 2004, the Company amended the senior credit facilities. The primary elements of the amendment include: (1) the consolidation of the revolving term loan facility, term loan A and term loan B into a new term loan B-1, which matures on December 20, 2006; (2) a 0.5% reduction in the applicable interest rate margin on term loan B-1 compared to the former term loan B; (3) a revised repayment schedule whereby the Company will make mandatory quarterly principal payments of $0.8 million in

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2004 and 2005 and $81.8 million in 2006; and (4) the ability to pay cash dividends on the Company’s common stock in a total amount of up to $25 million.

Senior subordinated notes

     On February 2, 2001, the Company issued $380 million in aggregate principal amount of 10.75% senior subordinated notes due 2009. The notes were issued at a discount, resulting in an effective yield of 11.0%. The notes are unsecured and rank junior to all of the Company’s existing and future senior debt, including borrowings under the senior credit facilities.

     All of ACI’s current operating subsidiaries (the “Guarantors”) have jointly and severally, and fully and unconditionally, guaranteed the senior subordinated notes. Each of the Guarantors is a wholly owned subsidiary of ACI and the Guarantors constitute substantially all of ACI’s direct and indirect subsidiaries. ACI is a holding company with no operations or material assets independent of those of the Guarantors, other than its investment in the Guarantors, and the aggregate assets, liabilities, earnings and equity of the Guarantors are substantially equivalent to the assets, liabilities, earnings and equity on a consolidated basis of the Company. Separate financial statements and certain other disclosures concerning the Guarantors are not presented because, in the opinion of management, such information is 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 ACI in the form of cash dividends, loans or advances.

Other debt

     In October 2002, the Company borrowed $14.0 million on a secured basis from a commercial bank to finance equipment purchases for the new St. Charles facility. In June 2003, the Company retired the debt in full with an $11.4 million prepayment. Additionally in 2003, the Company prepaid $2.6 million of other equipment financing.

Interest rate collar and swap agreements

     The Company seeks to manage interest rate risk associated with variable rate borrowings through balancing fixed-rate and variable-rate borrowings and, where appropriate, the use of derivative instruments designated as cash flow hedges. Derivative financial instruments are recognized as assets or liabilities, with changes in fair value affecting net income or comprehensive income (loss).

     Under an interest rate collar agreement entered into in 1998, $50.0 million of LIBOR-based borrowings under the Company’s previous revolving credit/term loan facility and term loan A of the senior credit facilities had a LIBOR floor rate of 5.39% and a LIBOR ceiling rate of 6.75%, plus the applicable margin. In 2003 and 2002, the Company paid approximately $1.0 million and $1.8 million, respectively, in interest as a result of this agreement. The collar agreement terminated on June 30, 2003. At December 31, 2003 and 2002, the value of the collar agreement was $0 and $1.0 million, respectively. The value of the collar agreement was recorded in other long-term liabilities as of December 31, 2002. Because the collar agreement was not a highly effective hedge, any change in fair value was recorded as interest expense. As a result, the Company reduced interest expense by $1.0 million and $0.9 million during the years ended December 31, 2003 and 2002, respectively. In 2001, the Company recognized $0.1 million, net of tax, as a cumulative effect of change in accounting principle upon adoption of SFAS No. 133.

     In April 2001, the Company entered into an interest rate swap agreement with Deutsche Bank to fix the interest rate on $100 million of LIBOR-based borrowings under the senior credit facilities at 5.07% plus the applicable margin. The interest rate swap agreement has been highly effective as a cash flow

F-15

hedging instrument and, therefore, the value of the swap agreement (net of tax) has been recorded as accumulated other comprehensive loss as part of stockholders’ equity. At December 31, 2003 and 2002, the value of the swap agreement was $1.0 million and $4.5 million, respectively, and was recorded as other long-term liabilities. The Company believes the interest rate swap agreement will continue to be an effective cash flow hedge as it will have sufficient LIBOR-based borrowings outstanding under the senior credit facilities. As a result, the Company does not expect any reclassification from accumulated other comprehensive loss to interest expense through March 31, 2004, when the agreement terminates. The Company paid $3.9 million and $3.2 million of additional interest expense in 2003 and 2002, respectively, as a result of the interest rate swap agreement.

Fair value of long-term debt

     The estimated fair value of the Company’s long-term debt at December 31, 2003 was approximately $775.6 million, compared to its book value of $716.7 million, based on the quoted market price of the senior subordinated notes. Primarily all other long-term debt carries variable interest rates. At December 31, 2002, the estimated fair value of the Company’s long-term debt was approximately $832.4 million, compared to its book value of $796.3 million.

Note 6 — Leases

Operating leases

     The Company maintains operating leases for certain office facilities, vehicles, office equipment, signage and land. Rent expense under operating leases totaled $2.7 million, $3.2 million and $2.2 million for the years ended December 31, 2003, 2002 and 2001, respectively.

     Future minimum lease payments required under operating leases for each of the five years subsequent to December 31, 2003 and thereafter are as follows (amounts in thousands):

Year	Payments
2004	$	2,714
2005		1,926
2006		1,852
2007		1,673
2008		140
Thereafter		1,820
	$	10,125

Note 7 — Benefit plans

401(k) plan

     The Company maintains a defined contribution 401(k) plan, which covers all employees who meet certain age and length of service requirements. Plan participants can elect to defer before-tax compensation through payroll deductions. These deferrals are regulated under Section 401(k) of the Internal Revenue Code. The Company matches 50% of eligible participants’ deferrals that do not exceed 4% of their salaries (subject to limitations imposed by the Internal Revenue Code). The Company’s matching contributions were $1.4 million, $1.4 million and $1.1 million for the years ended December 31, 2003, 2002 and 2001, respectively. Neither the Company’s 401(k) plan nor any other Company benefit plan holds or invests in shares of the Company’s common stock or derivative securities based on the Company’s common stock.

F-16

Health insurance plan

     The Company maintains a qualified employee health insurance plan covering all employees who work an average of 32 hours or more per week on a regular basis. The plan, which is self-funded by the Company with respect to claims below a certain maximum amount, requires contributions from eligible employees and their dependents. The Company’s contribution expense for the plan was approximately $19.7 million, $18.8 million and $15.1 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Deferred compensation plan

     On April 1, 2001, the Company adopted a deferred compensation plan for certain highly-compensated employees. The Company matches up to 5% of participants’ annual salary and bonus in each participant’s account. The Company’s obligation under the plan represents an unsecured promise to pay benefits in the future and in the event of bankruptcy of the Company, assets of the plan would be available to satisfy the claims of general creditors. To increase the security of the participants’ deferred compensation plan benefits, the Company has established and funded a grantor trust (known as a “rabbi trust”). The rabbi trust is specifically designed so that assets are available to pay plan benefits to participants in the event that the Company is unwilling or unable to pay the plan benefits for any reason other than insolvency. As a result, the Company is prevented from withdrawing or accessing assets for corporate needs. Plan participants can choose to receive a return on their account balances equal to the return on various investment fund options. The Company currently invests plan assets in an equity-based life insurance product of which the rabbi trust is the owner and beneficiary.

     As of December 31, 2003 and 2002, plan assets were $6.5 million and $2.9 million, respectively, and are reflected in other assets in the accompanying consolidated balance sheets. The liabilities due the participants were $6.7 million and $2.7 million as of December 31, 2003 and 2002, respectively, and are shown as other long-term liabilities. For the years ended December 31, 2003, 2002 and 2001, deferred compensation expense was $0.9 million, $0.3 million and $0, respectively.

Stock incentive plans

     The Company has various stock incentive plans for directors, officers, employees, consultants and advisers of the Company. The plans permit the grant of options to purchase common stock intended to qualify as incentive stock options or non-qualified stock options and also provide for the award of restricted stock. The maximum number of shares available for issuance under the plans is 5.5 million (net of options which terminate or are canceled without being exercised), subject to certain limitations. To date, the Company has not granted any awards of restricted stock. The Compensation Committee of the Board of Directors administers the plans and has broad discretion to establish the terms of stock option awards, including without limitation the power to set the term (up to 10 years), vesting schedule and exercise price of stock option awards.

     In December 2000, in connection with the Company’s acquisition of the two properties in Missouri, the Company granted 675,000 options to four members of the Missouri properties’ senior management team. These options have an exercise price of $4.64 per share and the market price on the date of grant was $5.56 per share, resulting in compensation expense to be recognized over the vesting period of the options. Options to purchase 270,000 shares vest equally over a four-year period from January 1, 2002 through December 31, 2005. The remaining options were to vest on December 31, 2007, with a portion of the options subject to accelerated vesting each year from December 2001 through December 2005 based on the Missouri properties’ meeting certain annual performance targets. The performance targets were to be established annually by the Board of Directors or a committee thereof, resulting in a new

F-17

measurement date for the options subject to acceleration. In 2002, two members of the Missouri senior management team terminated their employment with the Company. On July 23, 2002, the Company amended and restated the terms of the stock options held by the two remaining members of the Missouri management team. If the remaining two members of the management team were to leave the employment of the Company prior to December 31, 2007, the Company would recognize compensation expense of $1.6 million based on the spread between the market price and exercise price of the stock options on the July 23, 2002 modification date. Compensation expense related to the options granted to the management team totaled $0.3 million, $0.3 million and $0.1 million in 2003, 2002 and 2001, respectively.

     Summary information for stock option grants under the Company’s plans is as follows:

	Years ended December 31,
	2003					2002					2001
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Options			Price		Options			Price		Options			Price
Outstanding at beginning of year		2,807,880		$	11.72		2,615,597		$	5.36		3,223,979		$	4.05
Granted		600,340			20.42		1,264,220			19.38		448,450			11.13
Exercised		(364,486	)		4.97		(385,389	)		3.80		(515,908	)		3.26
Canceled		(213,882	)		13.23		(686,548	)		6.02		(540,924	)		4.11
Outstanding at end of year		2,829,852		$	14.26		2,807,880		$	11.72		2,615,597		$	5.36
Options exercisable at end of year		795,387		$	10.08		540,721		$	5.12		502,001		$	3.54
Options available for grant at end of year		1,329,402					815,860					1,393,532

     Following is a summary of the status of stock options outstanding at December 31, 2003:

	Outstanding Options						Exercisable Options
			Weighted		Weighted				Weighted
			Average		Average				Average
Exercise			Remaining		Exercise				Exercise
Price Range	Number		Life		Price		Number		Price
$2.64		134,268		4.7	$	2.64		134,268	$	2.64
$2.75-$4.59		196,528		5.9		3.76		91,924		3.73
$4.64		145,393		7.0		4.64		41,654		4.64
$4.72-$6.75		392,371		6.1		5.07		171,627		4.96
$7.54-$10.94		179,450		8.1		9.32		49,700		8.54
$12.12-$13.84		195,000		8.4		13.05		48,860		12.94
$13.94		430,117		8.8		13.94		86,577		13.94
$14.10-$18.56		210,055		8.6		16.34		38,667		16.11
$19.00-$23.61		516,080		9.5		22.25		26,710		21.44
$24.23-$29.80		430,590		8.0		26.63		105,400		26.74
		2,829,852		7.9	$	14.26		795,387	$	10.08

F-18

Note 8 — Earnings per share

     The Company calculates earnings per share in accordance with SFAS No. 128, “Earnings Per Share.” Basic earnings per share are computed by dividing reported earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution from all potentially dilutive securities such as stock options. For 2003, 2002 and 2001, all outstanding options with an exercise price lower than the market price have been included in the calculation of earnings per share.

     The weighted average number of shares of common stock and common stock equivalents used in the computation of basic and diluted earnings per share consists of the following:

	Years ended December 31,
	2003		2002		2001
	(Amounts in Thousands)
Weighted average number of shares outstanding-basic earnings per share		26,423		26,107		20,906
Dilutive effect of stock options		697		885		1,002
Weighted average number of shares outstanding-diluted earnings per share		27,120		26,992		21,908

Note 9 — Accounting for Stock-Based Compensation

     In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure-an Amendment of FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results and specifies the form, content and location of those disclosures. The Company adopted the disclosure requirements of SFAS No. 148 as of December 31, 2002.

     The Company does not currently plan to transition to the fair value-based method and will continue to account for stock incentive plans in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”). Under SFAS No. 123, all employee stock option grants are considered compensatory. SFAS No. 123 provides, among other things, that companies may elect to account for employee stock options using APB No. 25. Had compensation cost for these plans been determined consistent with SFAS No. 123, the Company’s net income and earnings per share would have been adjusted to the pro forma amounts in the following table. The table also discloses the weighted-average assumptions used in estimating the fair value of each option grant on the date of grant using the Black-Scholes option pricing model and the estimated weighted-average fair value of the options granted. The model assumes no expected future dividend payments on the Company’s common stock for the options granted in 2003, 2002 and 2001.

F-19

	Years ended December 31,
	2003			2002			2001
	(Dollars in Thousands, Except Per Share Data)
Net income:
As reported	$	47,620		$	40,534		$	33,154
Deduct: compensation expense under fair value based method (net of tax)		(3,383	)		(2,084	)		(978	)
Pro forma	$	44,237		$	38,450		$	32,176
Basic earnings per share:
As reported	$	1.80		$	1.55		$	1.59
Pro forma (net of tax)	$	1.67		$	1.47		$	1.54
Diluted earnings per share:
As reported	$	1.76		$	1.50		$	1.51
Pro forma (net of tax)	$	1.63		$	1.42		$	1.47
Weighted-average assumptions:
Expected stock price volatility		51	%		52	%		54	%
Risk-free interest rate		3.7	%		3.4	%		4.6	%
Expected option life (years)		6			7			5
Estimated fair value per share of options granted	$	5.30		$	4.76		$	5.83

Note 10 — Impairment loss on assets held for sale

     In August 2002, the Company entered into an agreement to sell various assets that were not utilized after the new Ameristar St. Charles facility opened, including the existing casino barge, for $6.6 million (net of expenses), in a transaction that closed in September 2002. The Company also decided to sell 3,207 slot machines that were not being used at its various properties as part of the Company’s ongoing strategy to provide patrons with the latest-technology gaming equipment. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” for the year ended December 31, 2003, the Company recorded a $0.7 million impairment loss relating to certain slot machines, and in 2002, the Company recorded a $5.2 million impairment loss on the former casino barge at Ameristar St. Charles and various slot machines. The impairment loss is based on the assets’ estimated realizable values, third-party offer prices or actual sales proceeds.

Note 11 — Opening of the new St. Charles facility and associated preopening expenses

     The Company opened its new casino and entertainment facility at Ameristar St. Charles on August 6, 2002. The Company acquired $140 million of construction-in-progress in December 2000 and invested approximately $210 million in connection with the development of the new facility. In addition, the Company capitalized $32.1 million in interest associated with this project during the same period, which reduced interest expense accordingly.

     In accordance with SOP No. 98-5, “Reporting on the Costs of Start-up Activities,” preopening expenses incurred prior to the opening of a new facility must be expensed as incurred. During the year ended December 31, 2002, the Company incurred $6.4 million of preopening expenses associated with the opening of the new facility. These expenses included, without limitation, payroll and related benefits, contract labor, employee recruiting expense and general supplies.

F-20

Note 12 — Excess of purchase price over fair market value of net assets acquired

     In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets.” The primary impact on the Company is that the excess of purchase price over fair market value of the net assets acquired in connection with the acquisition of the Missouri properties in December 2000 is no longer being amortized as of January 1, 2002. Instead, goodwill must be reviewed for impairment at least annually and more frequently if events or circumstances indicate a possible impairment. The Company completed a review of goodwill as of January 1, 2002, October 1, 2002 and October 1, 2003 and determined that no impairment existed as of those dates. The Company will continue to perform an annual review of goodwill impairment as of October 1 of each year and will review goodwill sooner if events or circumstances indicate a possible impairment.

     Goodwill amortization expense was $2.2 million for the year ended December 31, 2001 and $0 for the years ended December 31, 2003 and 2002. As of December 31, 2003, the balance of goodwill was $80.8 million, which will continue to be reduced through 2016 by annual tax benefits of $1.2 million resulting from differences in the values assigned to certain purchased assets for financial reporting and tax purposes.

     The unaudited pro forma data set forth below summarizes the Company’s net income and earnings per share as if SFAS No. 142 had been effective on January 1, 2001. Actual results for the years ended December 31, 2003 and 2002 are shown for comparative purposes:

	Years ended December 31,
	2003		2002		2001
	(Amounts in Thousands)
Income before cumulative change in accounting principle:
Reported income before cumulative change in accounting principle	$	47,620	$	40,534	$	33,289
Add back: goodwill amortization expense (net of tax)		—		—		1,435
Income before cumulative change in accounting principle	$	47,620	$	40,534	$	34,724
Net income :
Reported net income	$	47,620	$	40,534	$	33,154
Add back: goodwill amortization expense (net of tax)		—		—		1,435
Net income	$	47,620	$	40,534	$	34,589
Basic earnings per share:
Reported basic earnings per share	$	1.80	$	1.55	$	1.59
Add back: goodwill amortization expense		—		—		0.07
Basic earnings per share	$	1.80	$	1.55	$	1.66
Diluted earnings per share:
Reported diluted earnings per share	$	1.76	$	1.50	$	1.51
Add back: goodwill amortization expense		—		—		0.07
Diluted earnings per share	$	1.76	$	1.50	$	1.58

     In December 2000, the Company acquired proprietary marketing information valued at $6.0 million as part of the purchase of the Missouri properties. This asset was amortized over two years between December 2000 and December 2002. During 2003, 2002 and 2001, the Company recognized $0, $3.0 million and $2.9 million, respectively, in amortization expense relating to this asset.

F-21

Note 13 — Commitments and contingencies

     Litigation. From time to time, the Company is a party to litigation, most of which arises in the ordinary course of business. The Company is not currently a party to any litigation that management believes would be likely to have a material adverse effect on the Company.

     Self-Funded Employee Health Care Insurance Program. The Company’s employee health care benefits program is self-funded up to a maximum amount per claim. Claims in excess of this maximum amount are fully insured through a stop-loss insurance policy. Accruals are based on claims filed and estimates of claims incurred but not reported, based on statistical data provided by the independent third party administrator of the health care benefits program. At December 31, 2003 and 2002, the Company’s liabilities for unpaid and incurred but not reported claims totaled $4.1 million and $3.6 million, respectively, and are included in accrued liabilities in the accompanying consolidated balance sheets. While the total cost of claims incurred depends on future developments, in management’s opinion, recorded reserves are adequate to cover the payments of future claims.

Note 14 — Related party transactions

     The Company engages Neilsen & Company, L.L.C., a company owned and controlled by Craig H. Neilsen, the Company’s Chairman of the Board, President and Chief Executive Officer, to provide certain professional services, office space and other equipment and facilities. The Company also leases from Neilsen & Company two condominium units in Sun Valley, Idaho, which it makes available for use by management personnel and certain business associates with the objective of strengthening management morale and maintaining goodwill with important business contacts. In 2003 and 2002, the Company reimbursed Neilsen & Company for administrative and clerical support expenses reasonably incurred by Mr. Neilsen on Company business matters, including nursing care expense and additional costs incurred as a result of the use of his home for business purposes. Total payments to Neilsen & Company were $343,000, $562,000 and $69,000 for the years ended December 31, 2003, 2002 and 2001, respectively.

     In December 2001, the Company completed a public offering of 6.9 million shares of its common stock at $20.50 per share. Of the shares sold, 4.9 million were sold by the Company and 2 million were sold by Mr. Neilsen. The Company incurred approximately $950,000 of expenses related to the stock offering, including expenses (other than underwriting discounts and commissions) paid on behalf of Mr. Neilsen as required pursuant to registration rights held by Mr. Neilsen.

F-22

EX-4.2(F)

                                                                  EXHIBIT 4.2(f)


                      FOURTH AMENDMENT TO CREDIT AGREEMENT

                  FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of December 19, 2003, among AMERISTAR CASINOS, INC., a Nevada corporation
(the "Borrower"), the various lenders party to the Credit Agreement referred to
below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers
Trust Company), as Administrative Agent (all capitalized terms used herein and
not otherwise defined herein shall have the respective meanings provided such
terms in the Credit Agreement as defined below).

                              W I T N E S S E T H:

                  WHEREAS, the Borrower, the Lenders, the Administrative Agent
and the other agents party thereto are party to a Credit Agreement, dated as of
December 20, 2000, as subsequently amended, modified or supplemented to by the
First Amendment thereto dated as of January 30, 2001, the Second Amendment
thereto dated as of May 31, 2002 and the Third Amendment thereto dated as of
November 22, 2002 (the "Credit Agreement");

                  WHEREAS, the Borrower has requested that the Lenders agree to
certain amendments to the Credit Agreement; and

                  WHEREAS, the Borrower and the Lenders wish to amend the Credit
Agreement as provided herein;

                  NOW, THEREFORE, it is agreed:

                  1.       Section 9.07(a) of the Credit Agreement is hereby
amended by inserting the following text immediately before the period appearing
at the end of said Section:

                  ", provided, however, that for the fiscal year of the Borrower
ending December 31, 2003, the percentage set forth in this clause (ii) shall be
9.5%".

                  2.       The Borrower hereby represents and warrants that (i)
no Default or Event of Default exists as of the Fourth Amendment Effective Date
(as defined below) both before and after giving effect to this Amendment and
(ii) on the Fourth Amendment Effective Date, both before and after giving effect
to this Amendment, all representations and warranties (other than those
representations made as of a specified date) contained in the Credit Agreement
and in the other Credit Documents are true and correct in all material respects.

                  3.       This Amendment shall become effective on the date
(the "Fourth Amendment Effective Date") when the Required Lenders and the
Borrower, shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at White & Case LLP, 1155
Avenue of the Americas, New York, NY 10036, Attention: May Yip-Daniels
(facsimile number 212-354-8113).



                  4.       This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.

                  5.       This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.

                  6.       THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                                      * * *

                                      -2-



                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                                    AMERISTAR CASINOS, INC.

                                    By: /s/ Peter C. Walsh
                                        ------------------------------------
                                        Title: Senior Vice President and General
                                        Counsel

                                    DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS (f/k/a Bankers Trust Company),
                                        Individually and as Administrative Agent

                                    By: /s/ Stephen P. Lamham
                                        ------------------------------------
                                        Title: Director

                                      -3-



                                    SIGNATURE PAGE TO THE FOURTH AMENDMENT DATED
                                    AS OF DECEMBER __, 2003, TO THE CREDIT
                                    AGREEMENT DATED AS OF DECEMBER 20, 2000,
                                    AMONG AMERISTAR CASINOS, INC., A NEVADA
                                    CORPORATION, THE VARIOUS LENDERS PARTY TO
                                    THE CREDIT AGREEMENT REFERRED TO ABOVE,
                                    WELLS FARGO BANK, N.A., AS CO-ARRANGER AND
                                    SYNDICATION AGENT, BEAR STEARNS CORPORATE
                                    LENDING INC., AS DOCUMENTATION AGENT,
                                    DEUTSCHE BANK SECURITIES INC., AS LEAD
                                    ARRANGER AND SOLE BOOK MANAGER AND DEUTSCHE
                                    BANK TRUST COMPANY AMERICAS (F.K.A BANKERS
                                    TRUST COMPANY), AS ADMINISTRATIVE AGENT

                                    LANDMARK CDO, LTD.
                                        By: Aladdin Asset Management LLC
                                            as Manager

                                    By: /s/ Neil Nag
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                    AMMC CDO I, LIMITED
                                        By: American Money Management Corp.,
                                            as Collateral Manager

                                    By: /s/ David P. Meyer
                                        ----------------------------------------
                                        Title: Vice President

                                    AMMC CDO II, LIMITED
                                        By: American Money Management Corp.,
                                            as Collateral Manager

                                    By: /s/ David P. Meyer
                                        ----------------------------------------
                                        Title: Vice President

                                    MAPLEWOOD (CAYMAN) LIMITED
                                        By: David L. Babson & Company Inc., as
                                        under delegate authority from
                                        Massachusetts Mutual Life Insurance
                                        Company as Investment Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                      -4-



                                    MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                        By: David L. Babson & Company Inc.,
                                            as Investment Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    SEABOARD CLO 2000 LTD.
                                        By: David L. Babson & Company Inc.,
                                            as Collateral Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    SIMSBURY CLO, LIMITED
                                        By: David L. Babson & Company Inc.,
                                        under delegate authority from
                                        Massachusetts Mutual Life Insurance
                                            Company as Collateral Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    BILL & MELINDA GATES FOUNDATION
                                        By: David L. Babson & Company Inc.,
                                            as Collateral Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    SUFFIELD CLO, LIMITED
                                        By: David L. Babson & Company Inc.,
                                            as Collateral Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    BANK OF SCOTLAND

                                    By: /s/ Joseph Fratus
                                        ----------------------------------------
                                        Title: First Vice President

                                    BEAR STEARNS CORPORATE LENDING

                                    By: /s/ Victor Bulzacchelli
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                      -5-



                                    MAGNETITE ASSET INVESTORS, LLC

                                    By: /s/ M. Williams
                                        ----------------------------------------
                                        Title: Managing Director

                                    MAGNETITE ASSET INVESTORS III, LLC

                                    By: /s/ M. Williams
                                        ----------------------------------------
                                        Title: Managing Director

                                    MAGNETITE IV CLO, LLC

                                    By: /s/ M. Williams
                                        ----------------------------------------
                                        Title: Managing Director

                                    SENIOR LOAN FUND

                                    By: /s/ M. Williams
                                        ----------------------------------------
                                        Title: Managing Director

                                    CARLYLE HIGH YIELD PARTNERS, LTD.

                                    By: /s/ Mark Alter
                                        ----------------------------------------
                                        Title: Managing Director

                                    CARLYLE HIGH YIELD PARTNERS II, LTD.

                                    By: /s/ Mark Alter
                                        ----------------------------------------
                                        Title: Managing Director

                                    CARLYLE HIGH YIELD PARTNERS III, LTD.

                                    By: /s/ Mark Alter
                                        ----------------------------------------
                                        Title: Managing Director

                                    CARLYLE HIGH YIELD PARTNERS IV, LTD.

                                    By: /s/ Mark Alter
                                        ----------------------------------------
                                        Title: Managing Director

                                    SIERRA CLO I

                                    By: /s/ John M. Casparian
                                        ----------------------------------------
                                        Title: Chief Operating Officer
                                               Centre Pacific LLC, Manager

                                      -6-



                                    THE TRAVELERS INSURANCE COMPANY

                                    By: /s/ Matthew J.McInerny
                                        ----------------------------------------
                                        Title: Investment Officer

                                    CITIGROUP INSURANCE AND INVESTMENT TRUST
                                        By: Travelers Asset Management
                                            International Company, LLC

                                    By: /s/ Matthew J.McInerny
                                        ----------------------------------------
                                        Title: Investment Officer

                                    COLUMBIA ADVISOR FLOATING RATE
                                        ADVANTAGE FUND
                                        By: Columbia Management Advisors, Inc.
                                            as Advisor

                                    By: /s/ Kathleen A. Zarn
                                        ----------------------------------------
                                        Title: Senior Vice President

                                    COLUMBIA FLOATING RATE LIMITED
                                        LIABILITY COMPANY
                                        (f/k/a Stein Roe Floating Rate Limited
                                        Liability Company)
                                        By: Columbia Management Advisors, Inc.
                                            as Advisor

                                    By: /s/ Kathleen A. Zarn
                                        ----------------------------------------
                                        Title: Senior Vice President

                                    EATON VANCE SENIOR INCOME TRUST
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                      -7-



                                    OXFORD STRATEGIC INCOME FUND
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE CDO III, LTD.
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE CDO IV, LTD.
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    COSTANTINUS EATON VANCE CDO V, LTD.
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    GRAYSON & CO.
                                        By: Boston Management and research
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    BIG SKY SENIOR LOAN FUND, LTD.
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                      -8-



                                    EATON VANCE
                                        VT FLOATING-RATE INCOME FUND
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE
                                        LIMITED DURATION INCOME FUND
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    BALLYROCK CLO II LIMITED
                                        By: Ballyrock Investment advisors LLC
                                            as Collateral Manager

                                    By: /s/ Lisa Rymut
                                        ----------------------------------------
                                        Title: Assistant Treasurer

                                    FIDELITY ADVISOR SERIES II:
                                        FIDELITY ADVISOR FLOATING RATE
                                        HIGH INCOME FUND

                                    By: /s/ John H. Costello
                                        ----------------------------------------
                                        Title: Assistant Treasurer

                                    FRANKLIN CLO II, LIMITED

                                    By: /s/ Richard D'Addario
                                        ----------------------------------------
                                        Title: Vice President

                                    FRANKLIN FLOATING RATE TRUST

                                    By: /s/ Richard D'Addario
                                        ----------------------------------------
                                        Title: Assistant Vice President

                                    HIBERNIA NATIONAL BANK

                                    By: /s/ Chris Haskew
                                        ----------------------------------------
                                        Title: Vice President

                                      -9-



                                    HIGHLAND LOAN FUNDING V, LTD.
                                        By: Highland Capital Management, L.P.
                                            as Collateral Manager

                                    By: /s/ Mark Okada
                                        ----------------------------------------
                                        Title: Chief Investment Officer

                                    ELT FUNDING TRUST I
                                        By: Highland Capital Management, L.P.
                                            as Collateral Manager

                                    By: /s/ Mark Okada
                                        ----------------------------------------
                                        Title: Chief Investment Officer

                                    RESORATION FUNDING CLO, LTD.
                                        By: Highland Capital Management, L.P.
                                            as Collateral Manager

                                    By: /s/ Mark Okada
                                        ----------------------------------------
                                        Title: Chief Investment Officer

                                    HIGHLAND OFFSHORE PARTNERS, L.P.
                                        By: Highland Capital Management, L.P.
                                            as General Manager

                                    By: /s/ Mark Okada
                                        ----------------------------------------
                                        Title: Chief Investment Officer

                                    HCM US LOANS MAC 43, LTD.
                                        By: Highland Capital Management, L.P.
                                            as attorney-in-Fact

                                    By: /s/ Mark Okada
                                        ----------------------------------------
                                        Title: Chief Investment Officer

                                    LOAN FUNDING IV, LLC
                                        By: Highland Capital Management, L.P.
                                            as Portfolio Manager

                                    By: /s/ Mark Okada
                                        ----------------------------------------
                                        Title: Chief Investment Officer

                                    ING PRIME RATE TRUST
                                        By: Aeltus Investment Management, Inc.
                                            as its Investments Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                      -10-



                                    ING SENIOR INCOME FUND
                                        By: Aeltus Investment Management, Inc.
                                            as its Investments Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
                                        By: ING Investment, LLC
                                            as its Investments Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    PILGRIM CLO 1999-1 LTD.
                                        By: ING Investment, LLC
                                            as its Investments Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
                                        By: ING Investment, LLC
                                            as its Investments Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    LCM I LIMITED PARTNERSHIP
                                        By: Lyon Capital Management LLC,
                                            as Collateral Manager

                                    By: /s/ F Tamingan
                                        ----------------------------------------
                                        Title: ?

                                    NATIONAL CITY BANK OF INDIANA

                                    By: /s/ Mark A. Minnick
                                        ----------------------------------------
                                        Title: Senior Vice President

                                    PPM SHADOW CREEK FUNDING LLC

                                    By: /s/ Diana M. Hines
                                        ----------------------------------------
                                        Title: Assistant Vice President

                                      -11-



                                    PPM SPYGLASS FUNDING TRUST

                                    By: /s/ Diana M. Hines
                                        ----------------------------------------
                                        Title: Authorized Agent

                                    HAMILTON CDO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD ARBITRAGE CDO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    WINDSOR LAON FUNDING, LIMITED
                                        By: Stanfield Capital Partners LLC
                                            as its Investment Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD CARRERA CLO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            as its Asset Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD CLO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD/RFM TRANSATLANTIC CDO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                      -12-



                                    STANFIELD QUATTRO CDO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    EMERALD ORCHARD LIMITED

                                    By: /s/ Stacey Malek
                                        ----------------------------------------
                                        Title: Attorney in Fact

                                    TORONTO DOMINION (NEW YORK), INC.

                                    By: /s/ Stacey Malek
                                        ----------------------------------------
                                        Title: Vice President

                                    TRUMBULL THC, LTD.

                                    By: /s/ Stacey Malek
                                        ----------------------------------------
                                        Title: Attorney in Fact

                                    WELLS FARGO BANK, N.A.

                                    By: /s/ Casey Potter
                                        ----------------------------------------
                                        Title: Vice President

                                      -13-

EX-4.2(G)

                                                           EXHIBIT 4.2(g)

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

                  FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of February 27, 2004, among AMERISTAR CASINOS, INC., a Nevada corporation
(the "Borrower"), the various lenders party to the Credit Agreement referred to
below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers
Trust Company), as Administrative Agent (all capitalized terms used herein and
not otherwise defined herein shall have the respective meanings provided such
terms in the Credit Agreement as defined below).

                              W I T N E S S E T H:

                  WHEREAS, the Borrower, the Lenders, the Administrative Agent
and the other agents party thereto are party to a Credit Agreement, dated as of
December 20, 2000, as subsequently amended, modified or supplemented by the
First Amendment thereto dated as of January 30, 2001, the Second Amendment
thereto dated as of May 31, 2002, the Third Amendment thereto dated as of
November 22, 2002 and the Fourth Amendment thereto dated as of December 19, 2003
(the "Credit Agreement");

                  WHEREAS, the Borrower has requested that the Lenders agree to
certain amendments to the Credit Agreement; and

                  WHEREAS, the Borrower and the Lenders wish to amend the Credit
Agreement as provided herein;

                  NOW, THEREFORE, it is agreed:

         I.       Amendments to Credit Agreement.

                  1.       Section 1.01 of the Credit Agreement is hereby
amended by inserting the following new text at the end of said Section:

                           "(i)     (A)     On the Fifth Amendment Effective
Date, all outstanding B Term Loans of each Lender that has theretofore executed
and delivered a counterpart of the Fifth Amendment to the Administrative Agent
in accordance with the terms thereof (each such Lender, a "Consenting Lender"
and, collectively, the "Consenting Lenders") shall be automatically converted
(the "B Term Loan Conversion") into new term loans hereunder (each such term
loan, a "Converted B-1 Term Loan" and, collectively, the "Converted B-1 Term
Loans"). On or after the Fifth Amendment Effective Date, each Consenting Lender
which holds a B Term Note shall be entitled to surrender such B Term Note to the
Borrower against delivery of a B-1 Term Note completed in conformity with
Section 1.05; provided that if any such B Term Note is not so surrendered then
from and after the Fifth Amendment Effective Date, such B Term Note shall be
deemed to evidence the Converted B-1 Term Loans into which the B Term Loans
theretofore evidenced by such B Term Note have been converted. Subject to and
upon the terms and conditions set forth herein, each Lender with a B-1 Term Loan
Commitment severally agrees to make a term loan or term loans (each, an
"Additional B-1 Term Loan" and, collectively, the "Additional B-1 Term Loans",
and, together with the Converted B-1



         Term Loans, the "B-1 Term Loans") to the Borrower, which Additional B-1
         Term Loans shall be incurred pursuant to a single drawing on the Fifth
         Amendment Effective Date. All B-1 Term Loans (i) shall be denominated
         in Dollars, (ii) except as hereinafter provided, shall, at the option
         of the Borrower, be incurred and maintained as, and/or converted into,
         Base Rate Loans or Eurodollar Loans, provided that except as otherwise
         specifically provided in Section 1.10(b), all B-1 Term Loans comprising
         the same Borrowing shall at all times be of the same Type, and (iii)
         shall be made by each such Lender in that aggregate principal amount
         which equals the B-1 Term Loan Commitment of such Lender on the Fifth
         Amendment Effective Date. Once repaid, B-1 Term Loans may not be
         reborrowed. Notwithstanding anything to the contrary contained in this
         Agreement (including, without limitation, in Section 4.02), the
         proceeds of the Additional B-1 Term Loans shall be immediately applied
         by the Borrower to repay all outstanding B Term Loans of Non-Consenting
         Lenders (if any) and all outstanding A Term Loans and RTL Loans on the
         Fifth Amendment Effective Date.

                  (B)(i)   Each Borrowing of B Term Loans existing on the Fifth
         Amendment Effective Date immediately prior to the B Term Loan
         Conversion and maintained as Eurodollar Loans (each, an "Existing B
         Term Loan Borrowing") shall, upon the occurrence of the B Term Loan
         Conversion, be deemed to be a new Borrowing of B-1 Term Loans for all
         purposes of this Agreement, (ii) each such newly-deemed Borrowing of
         B-1 Term Loans shall be subject to the same Interest Period (and
         Eurodollar Rate) as the Existing B Term Loan Borrowing to which it
         relates, (iii) Additional B-1 Term Loans shall be initially incurred
         pursuant to a single Borrowing of Eurodollar Loans which shall be added
         to (and thereafter be deemed to constitute a part of) each such
         newly-deemed Borrowing of B-1 Term Loans on a pro rata basis (based on
         the relative sizes of the various such newly-deemed Borrowings of B-1
         Term Loans) and (iv) in connection with the B Term Loan Conversion and
         the incurrence of Additional B-1 Term Loans pursuant to Section
         1.01(i), the Administrative Agent shall (and is hereby authorized to)
         take all appropriate actions to ensure that all Lenders with
         outstanding B-1 Term Loans (after giving effect to the B Term Loan
         Conversion and the incurrence of Additional B-1 Term Loans pursuant to
         Section 1.01(i)(A)) participate in each newly-deemed Borrowing of B-1
         Term Loans on a pro rata basis.

                  (C)      In connection with the B Term Loan Conversion and the
         incurrence of Additional B-1 Term Loans pursuant to Section 1.01(i)(A),
         the Lenders and the Borrower hereby agree that, notwithstanding
         anything to the contrary contained in this Agreement, (i) if requested
         by any Lender making Additional B-1 Term Loans which "match funds", the
         Borrower shall pay to such Lender such amounts necessary, as reasonably
         determined by such Lender, to compensate such Lender for making such
         Additional B-1 Term Loans in the middle of an existing Interest Period
         (rather than at the beginning of the respective Interest Period, based
         upon the rates then applicable thereto) and (ii) the Borrower shall be
         obligated to pay to the respective Lenders breakage or other costs of
         the type referred to in Section 1.11 (if any) incurred in connection
         with the B Term Loan Conversion and/or the actions taken pursuant to
         preceding clause (B) of this Section 1.01(i)."

                  2.       Section 1.05(a) of the Credit Agreement is hereby
amended by (i) deleting the text "and, together with the A Term Notes and the B
Term Notes, the "Term Notes" appearing in the parenthetical appearing in clause
(iii) of said Section, (ii) deleting the word

                                      -2-



"and" appearing at the end of clause (v) of said Section and inserting a comma
in lieu thereof and (iii) inserting the following text immediately before the
period appearing at the end of said Section:

                           "and (vii) if B-1 Term Loans, by a promissory note
         duly executed and delivered by the Borrower substantially in the form
         of Exhibit B-8, with blanks appropriately completed in conformity
         herewith (each, a "B-1 Term Note" and collectively, the "B-1 Term
         Notes" and, together with the A Term Notes, the B Term Notes and the C
         Term Notes, the "Term Notes")".

                  3.       Section 1.05 of the Credit Agreement is hereby
further amended by (i) redesignating clauses (h), (i) and (j) as clauses (i),
(j) and (k), respectively, of said Section and (ii) inserting the following new
clause (h) immediately following clause (g) of said Section:

                           "(h)     The B-1 Term Note issued to each Lender
         shall (i) be executed by the Borrower, (ii) be payable to the order of
         such Lender and be dated the Fifth Amendment Effective Date (or, in the
         case of B-1 Term Notes issued after the Fifth Amendment Effective Date,
         be dated the date of issuance thereof), (iii) be in a stated principal
         amount equal to the respective B-1 Term Loan made by such Lender on the
         Fifth Amendment Effective Date (or, in the case of any B-1 Term Note
         issued after the Fifth Amendment Effective Date, be in a stated
         principal amount equal to the outstanding principal amount of the B-1
         Term Loans of such Lender on the date of the issuance thereof) and be
         payable in the principal amount of B-1 Term Loans evidenced thereby,
         (iv) mature on the B-1 Term Maturity Date, (v) bear interest as
         provided in the appropriate clause of Section 1.08 in respect of the
         Base Rate Loans and Eurodollar Loans, as the case may be, evidenced
         thereby, (vi) be subject to mandatory repayment as provided in Section
         4.02(A) and (vii) be entitled to the benefits of this Agreement and the
         other Credit Documents.".

                  4.       Section 1.05 (j) of the Credit Agreement is hereby
amended by deleting the text "preceding clause (h)" appearing at the end of the
third sentence of said Section and inserting the text "preceding clause (i)" in
lieu thereof.

                  5.       Section 3.03 of the Credit Agreement is hereby
amended by (i) redesignating clauses (g), (h), (i), (j) and (k) as clauses (h),
(i), (j), (k) and (l), respectively, (ii) inserting the following new clause (g)
immediately after clause (f) of said Section:

                           "(g)     In addition to any other mandatory
         commitment reductions pursuant to this Section 3.03, the Total B-1 Term
         Loan Commitment (and the B-1 Term Loan Commitment of each Lender with
         such a Commitment) shall terminate in its entirety on the Fifth
         Amendment Effective Date (after giving effect to the incurrence of B-1
         Term Loans on such date).",

                  (iii) deleting the text "the Total Commitment (and the
Commitment of each Lender under each Tranche)" appearing in clause (h) of said
Section and inserting the text "each of the Total A Term Loan Commitment, the
Total B Term Loan Commitment, the Total C Term Loan Commitment, the Total RTL
Commitment and the Total Revolving Loan Commitment (and the Commitment of each
Lender under each such Tranche)" in lieu thereof, (iv) deleting the

                                      -3-



text "clause (j) of this Section 3.03" appearing in clause (l) of said Section
and inserting the text "clause (k) of this Section 3.03" in lieu thereof and (v)
deleting the text "Section 3.03 (j)" appearing at the end of clause (l) of said
Section and inserting the text " Section 3.03 (k)" in lieu thereof.

                  6.       Section 4.01 of the Credit Agreement is hereby
amended by inserting the text "B-1 Term Loans" immediately after the text "B
Term Loans," appearing in the parenthetical appearing in clause (vi) of said
Section.

                  7.       Section 4.02 (A)(c) of the Credit Agreement is hereby
amended by (i) inserting the text "(i)" immediately before the text "In
addition" appearing at the beginning of said Section, (ii) inserting the text
"(i)" immediately before the text ", a "B Term Loan Scheduled Repayment""
appearing in said Section, (iii) deleting the period appearing at the end of
clause (i) of said Section and inserting the text "; and" in lieu thereof and
(iv) inserting the following new text at the end of said Section:

                           "(ii)    In addition to any other mandatory
         repayments or commitment reductions pursuant to this Section 4.02(A),
         on each date set forth below, the Borrower shall be required to repay
         B-1 Term Loans, to the extent then outstanding, in an amount equal to
         the amount set forth opposite such date below (each such repayment, as
         the same may be reduced as provided in Section 4.01 and 4.02(A)(k) or
         increase pursuant to the proviso to this clause (c)(ii), a "B-1 Term
         Loan Scheduled Repayment"):



         Scheduled Repayment Date                Amount
- -----------------------------------------     ------------
                                           
Quarterly Payment Date in March, 2004         $    835,003
Quarterly Payment Date in June 2004           $    835,003
Quarterly Payment Date in September, 2004     $    835,003
Quarterly Payment Date in December, 2004      $    835,003
Quarterly Payment Date in March, 2005         $    835,003
Quarterly Payment Date in June, 2005          $    835,003
Quarterly Payment Date in September, 2005     $    835,003
Quarterly Payment in December, 2005           $    835,003
Quarterly Payment in March, 2006              $ 81,830,249
Quarterly Payment in June, 2006               $ 81,830,249
Quarterly Payment in September, 2006          $ 81,830,249
B-1 Term Maturity Date                        $ 81,830,249


         ; provided that (x) B-1 Term Loans and all other amounts owed hereunder
         with respect to the B-1 Term Loans shall be paid in full no later than
         B-1 Term Maturity Date, and the final installment payable by the
         Borrower in respect of the B-1 Term Loans on such date shall be in an
         amount, if such amount is different from that specified above,
         sufficient to repay all amounts owing by the Borrower under this
         Agreement with respect to the B-1

                                      -4-



         Term Loans and (y) if the aggregate principal amount of the B-1 Term
         Loans is increased pursuant to Section 1.14, then each B-1 Term Loan
         Scheduled Repayment to be made after such increase becomes effective
         shall be increased by an amount equal to (a) the aggregate principal
         amount of the increase in the B-1 Term Loans pursuant to Section 1.14
         multiplied by (b) an amount equal to (x) such Scheduled Repayment
         divided by (y) the aggregate outstanding principal amount of the B-1
         Term Loans, in each case, immediately prior to giving effect to the
         increase in the B-1 Term Loans made pursuant to Section 1.14.".

                  8.       Section 4.02(A)(e) of the Credit Agreement is hereby
amended by inserting the text ", B-1 Term Loan Scheduled Repayment" immediately
after the text "B Term Loan Scheduled Repayment" appearing in said Section.

                  9.       Section 4.02(A)(k) of the Credit Agreement is hereby
amended by inserting the text ", B-1 Term Loans" immediately after the first
appearance of the text "B Term Loans" appearing in said Section.

                  10.      Section 7.08(a) of the Credit Agreement is hereby
amended by (i) inserting the text "drawn on the Initial Borrowing Date"
immediately after the text "Term Loans" appearing in said Section and (ii)
inserting the following new sentence at the end of said Section:

         "All proceeds of the Additional B-1 Term Loans will be used to repay
         outstanding B Term Loans of Non-Consenting Lenders (if any) and all
         outstanding A Term Loans and RTL Loans on the Fifth Amendment Effective
         Date.".

                  11.      Section 8 of the Credit Agreement is hereby amended
by inserting the following new text at the end of said Section:

                  "Section 8.16 Fifth Amendment Mortgage Amendments. (a) Within
                  60 days following the Fifth Amendment Effective Date, if and
                  to the extent requested by the Collateral Agent, the Borrower
                  shall have delivered to the Collateral Agent, or caused to be
                  delivered to the Collateral Agent, fully executed counterparts
                  of amendments (the "Fifth Amendment Mortgage Amendments"), in
                  form and substance reasonably satisfactory to the
                  Administrative Agent, to each of the Mortgages covering the
                  Mortgaged Properties, together with evidence that counterparts
                  of each of the Fifth Amendment Mortgage Amendments have been
                  delivered to the title company insuring the Lien on the
                  Mortgages for recording in all places to the extent necessary
                  or desirable, in the judgment of the Collateral Agent,
                  effectively to maintain a valid and enforceable perfected
                  mortgage lien superior to and prior to the rights of all third
                  parties and subject to no other Liens except as are permitted
                  by Section 9.01 on the Mortgaged Properties in favor of the
                  Collateral Agent for the benefit of the Secured Parties
                  securing all of the Obligations (including the B-1 Term
                  Loans).

                           (b)      Within 60 days following the Fifth Amendment
                  Effective Date, if and to the extent requested by the
                  Collateral Agent, the Borrower shall have delivered to the
                  Collateral Agent, or caused to be delivered to the Collateral
                  Agent, fully executed counterparts of amendments (the "Fifth
                  Amendment Ship

                                      -5-



                  Mortgage Amendments"), in form and substance reasonably
                  satisfactory to the Administrative Agent, to each of the Ship
                  Mortgages covering the Mortgaged Ship Properties, together
                  with evidence that counterparts of each of the Fifth Amendment
                  Ship Mortgage Amendments have been recorded or filed in all
                  places to the extent necessary or, in the reasonable opinion
                  of the Collateral Agent, desirable to effectively maintain a
                  valid and enforceable perfected mortgage lien superior to and
                  prior to the rights of all third parties and subject to no
                  other Liens except as are permitted by Section 9.01 on each
                  Mortgaged Ship Property in favor of the Collateral Agent (or
                  such other trustee as may be required or desired under local
                  law) for the benefit of the Secured Creditors securing all of
                  the Obligations (including the B-1 Term Loans).

                  12.      Section 9.03(iii) of the Credit Agreement is hereby
amended by deleting said Section in its entirety and inserting the following
text in lieu thereof:

                           "(iii) the Borrower may authorize, declare or pay
         cash Dividends or repurchase, redeem or otherwise acquire for value of
         any capital stock or options to acquire capital stock of the Borrower
         so long as (x) the aggregate amount paid in respect of all such
         payments, repurchases, redemptions and acquisitions shall not exceed
         the lesser of (I) $25,000,000 and (II) $100,000,000 less the aggregate
         amount paid to repurchase or redeem High Yield Securities pursuant to
         Section 9.13(iii) and (y) at the time of any such payment, repurchase,
         redemption or acquisition (A) no Default or Event of Default exists or
         results therefrom, (B) the Borrower is in compliance with the Adjusted
         Leverage Ratio on a Pro Forma Basis as if such respective payment,
         repurchase, redemption or other acquisition had occurred on the first
         day of the Calculation Period and (C) the Total Unutilized Revolving
         Loan Commitment is not less than $25,000,000 after giving effect to
         such payment, repurchase, redemption or other acquisition.".

                  13.      Section 9.12 of the Credit Agreement is hereby
amended by inserting the text "pay cash Dividends or" immediately before the
text "repurchase" appearing in clause (z) of said Section.

                  14.      Section 9.13 of the Credit Agreement is hereby
amended by inserting the text "pay cash Dividends or" immediately before the
text "repurchase" appearing in clause (x) of the proviso appearing in said
Section.

                  15.      The definition of "Applicable Margin" appearing in
Section 11 of the Credit Agreement is hereby amended by (i) deleting the word
"and" appearing at the end of clause (b) of said definition, (ii) redesignating
clause (c) of said definition as clause (d) thereof and (iii) inserting the
following new clause (c) immediately after clause (b) of said definition:

                           "(c) with respect to B-1 Term Loans maintained as (i)
         Base Rate Loans, a percentage per annum equal to 1.00% and (ii)
         Eurodollar Loans, a percentage per annum equal to 2.00%; and".

                  16.      The definition of "Maturity Date" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text "the
B-1 Term Maturity Date," immediately before the text "the C Term Maturity Date"
appearing in said definition.

                                      -6-



                  17.      The definition of "Term Loan" appearing in Section 11
of the Credit Agreement is hereby amended by inserting the text ", B-1 Term
Loans" immediately after the text "B Term Loans" appearing in said definition.

                  18.      The definition of "Term Loan Commitment" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text ",
B-1 Term Loan Commitment" immediately after the text "B Term Loan Commitment"
appearing in said definition.

                  19.      The definition of "Term Loan Tranche" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the text ",
the B-1 Term Loan Tranche" immediately after the text "the B Term Loan Tranche"
appearing in said definition.

                  20.      The definition of "Total Term Loan Commitment"
appearing in Section 11 of the Credit Agreement is hereby amended by inserting
the text ", the B-1 Term Loan Commitments" immediately after the text "the B
Term Loan Commitments" appearing in said definition.

                  21.      The definition of "Tranche" appearing in Section 11
of the Credit Agreement is hereby amended by (i) deleting the word "six"
appearing in said definition and inserting the text "seven" in lieu thereof and
(ii) inserting the text ", B-1 Term Loans" immediately after the text "B Term
Loans" appearing in said definition.

                  22.      Section 11 of the Credit Agreement is hereby further
amended by inserting in the appropriate alphabetical order the following new
definitions:

                  "Additional B-1 Term Loans" shall have the meaning provided in
Section 1.01(i).

                  "B-1 Term Loan" shall have the meaning provided in Section
1.01(i).

                  "B-1 Term Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name in Schedule I directly below the
column entitled "B-1 Term Loan Commitment," as the same may be (x) reduced
pursuant to Section 3.03, 4.02(A) and/or 10 or (y) adjusted from time to time as
a result of assignments to or from such Lender pursuant to Section 1.13 or
13.04(b).

                  "B-1 Term Loan Scheduled Repayment" shall have the meaning
provided in Section 4.02(A)(c)(ii).

                  "B-1 Term Maturity Date" shall mean December 20, 2006.

                  "B-1 Term Notes" shall have the meaning provided in Section
1.05(a).

                  "B Term Loan Conversion" shall have the meaning provided in
Section 1.01(i).

                  "Consenting Lenders" shall have the meaning provided in
Section 1.01(i).

                  "Converted B-1 Term Loans" shall have the meaning provided in
Section 1.01(i).

                                      -7-



                  "Existing B Term Loan Borrowing" shall have the meaning
provided in Section 1.01(i).

                  "Fifth Amendment" shall mean the Fifth Amendment to this
Agreement, dated as of February ___, 2004.

                  "Fifth Amendment Effective Date" shall have the meaning
provided in the Fifth Amendment.

                  "Fifth Amendment Mortgage Amendments" shall have the meaning
provided in Section 8.16(a).

                  "Fifth Amendment Ship Mortgage Amendments" shall have the
meaning provided in Section 8.16(b).

                  "Non-Consenting Lender" shall mean each Lender that is not a
Consenting Lender.

                  "Total B-1 Term Loan Commitment" shall mean, at any time, the
sum of the B-1 Term Loan Commitments of each of the Lenders at such time.

                  23.      Schedule I to the Credit Agreement is hereby amended
by adding thereto the information set forth on Schedule I attached hereto.

                  24.      Exhibit A to the Credit Agreement is hereby amended
by inserting the text "[B-1 Term Loans]" immediately after each appearance of
the text "[B Term Loans]" in said Exhibit.

                  25.      The Credit Agreement is hereby further amended by
adding Exhibit B-8 thereto in the form of Exhibit B-8 attached hereto.

                  26.      Exhibit K to the Credit Agreement is hereby amended
by deleting same in its entirety and inserting in lieu thereof a new Exhibit K
in the form of Exhibit K attached thereto.

         II.      Miscellaneous Provisions.

                  1.       The Borrower hereby represents and warrants that (i)
no Default or Event of Default exists as of the Fifth Amendment Effective Date
(as defined below) both before and after giving effect to this Amendment and
(ii) on the Fifth Amendment Effective Date, both before and after giving effect
to this Amendment, all representations and warranties (other than those
representations made as of a specified date) contained in the Credit Agreement
and in the other Credit Documents are true and correct in all material respects.

                  2.       This Amendment shall become effective on the date
(the "Fifth Amendment Effective Date") when each of the following conditions
have been satisfied:

                  (i)      the Borrower, each other Credit Party, the Required
         Lenders, each Consenting Lender and each Lender with a B-1 Term Loan
         Commitment shall have

                                      -8-



         signed a counterpart hereof (whether the same or different
         counterparts) and shall have delivered (including by way of facsimile
         transmission) the same to the Administrative Agent at White & Case LLP,
         1155 Avenue of the Americas, New York, NY 10036, Attention: Aditi
         Chawla (facsimile number 212-354-8113);

                  (ii)     there shall have been delivered to the Administrative
         Agent for the account of each of the Lenders that have requested same
         an appropriate B-1 Term Note executed by the Borrower in each case in
         the amount, maturity and otherwise as provided in the Credit Agreement;

                  (iii)    all accrued and unpaid interest on all A Term Loans,
         B Term Loans and RTL Loans shall have been paid in full;

                  (iv)     the aggregate amount of B-1 Term Loan Commitments set
         forth on Schedule I hereto shall equal an amount sufficient to repay
         all outstanding A Term Loans and RTL Loans and the outstanding B Term
         Loans of Non-Consenting Lenders; and

                  (v)      the Administrative Agent shall have received from
         counsel to the Credit Parties satisfactory to the Administrative Agent,
         an opinion addressed to the Administrative Agent and each of the
         Lenders and dated the Fifth Amendment Effective Date, which opinion
         shall cover such matters incident hereto and the other transactions
         contemplated in connection herewith as the Administrative Agent may
         reasonably request.

                  Unless the Administrative Agent has received actual notice
from any Lender that the conditions contained above have not been met with
satisfaction, upon the satisfaction of the condition described in clause (i) of
the immediately preceding sentence and upon the Administrative Agent's good
faith determination that the other conditions described above have been met, the
Fifth Amendment Effective Date shall be deemed to have occurred, regardless of
any subsequent determination that one or more of the conditions thereto had not
been met (although the occurrence of the Fifth Amendment Effective Date shall
not release the Borrower from any liability for failure to satisfy one or more
of the applicable conditions specified above).

                  3.       This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.

                  4.       This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.

                  5.       By executing and delivering a copy hereof, each
Credit Party hereby agrees that all Loans (including, without limitation, the
B-1 Term Loans) shall be fully guaranteed pursuant to the Subsidiary Guaranty in
accordance with the terms and provisions thereof and shall be fully secured
pursuant to the Security Documents.

                                      -9-



                  6.       From and after the Fifth Amendment Effective Date,
all references in the Credit Agreement and each of the other Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.

                  7.       THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                                      * * *

                                      -10-



                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                              AMERISTAR CASINOS, INC.

                              By: /s/ Peter C. Walsh
                                  ----------------------------------------
                                  Title: Senior Vice President & General Counsel

                              AMERISTAR CASINO VICKSBURG, INC.,
                              AMERISTAR CASINO COUNCIL BLUFFS, INC.,
                              CACTUS PETE'S INC.,
                              A.C. FOOD SERVICES, INC.,
                              AMERISTAR CASINO ST. LOUIS, INC.,
                              AMERISTAR CASINO KANSAS CITY,      INC.,
                              AMERISTAR CASINO ST. CHARLES, INC.,

                              By: /s/ Peter C. Walsh
                                  ----------------------------------------
                              Title: Vice President

                              DEUTSCHE BANK TRUST COMPANY
                                  AMERICAS (f/k/a Bankers Trust Company),
                                  Individually and as Administrative Agent

                              By: /s/ Stephen P. Lamham
                                  ----------------------------------------
                                  Title: Managing Director



                                    SIGNATURE PAGE TO THE FIFTH AMENDMENT DATED
                                        AS OF FEBRUARY 27, 2004, TO THE CREDIT
                                        AGREEMENT DATED AS OF DECEMBER 20, 2000,
                                        AMONG AMERISTAR CASINOS, INC., A NEVADA
                                        CORPORATION, THE VARIOUS LENDERS PARTY
                                        TO THE CREDIT AGREEMENT REFERRED TO
                                        ABOVE, WELLS FARGO BANK, N.A., AS
                                        CO-ARRANGER AND SYNDICATION AGENT, BEAR
                                        STEARNS CORPORATE LENDING INC., AS
                                        DOCUMENTATION AGENT, DEUTSCHE BANK
                                        SECURITIES INC., AS LEAD ARRANGER AND
                                        SOLE BOOK MANAGER AND DEUTSCHE BANK
                                        TRUST COMPANY AMERICAS (F.K.A BANKERS
                                        TRUST COMPANY), AS ADMINISTRATIVE AGENT

                                    HELLER FINANCIAL, INC.

                                    By: /s/ Joseph Badini
                                        ----------------------------------------
                                        Title: Duly Authorized Signatory

                                    WACHOVIA, N.A.

                                    By: /s/ Stephen R. Kramer
                                        ----------------------------------------
                                        Title: Assistant Vice President

                                    SIERRA CLO I

                                    By: /s/ John M. Casparian
                                        ----------------------------------------
                                        Title: Chief Operating Officer
                                               Centre Pacific LLC, Manager

                                    WELLS FARGO BANK, N.A.

                                    By: /s/ Felis Gallues
                                        ----------------------------------------
                                        Title: Relationship Manager

                                    BANK OF SCOTLAND

                                    By: /s/ Joseph Fratus
                                        ----------------------------------------
                                        Title: First Vice President

                                      -12-



                                    CENTURION CDO II, LTD
                                    By: American Express Asset Management
                                        Group Inc.
                                        as Collateral Manager

                                    By: /s/ Leanne Stavrakis
                                        ----------------------------------------
                                        Title: Director - Operations

                                    CENTURION CDO VI, LTD
                                    By: American Express Asset Management
                                        Group Inc.
                                        as Collateral Manager

                                    By: /s/ Leanne Stavrakis
                                        ----------------------------------------
                                        Title: Director - Operations

                                    AMERICAN EXPRESS CERTIFICATE COMPANY

                                    By: American Express Asset Management Group,
                                        Inc.
                                        as Collateral Manager

                                    By: /s/ Yvonne Stevens
                                        ----------------------------------------
                                        Title: Senior Managing Director

                                    IDS LIFE INSURANCE COMPANY
                                    By: American Express Asset Management Group,
                                        Inc.
                                        as Collateral Manager

                                    By: /s/ Yvonne Stevens
                                        ----------------------------------------
                                        Title: Senior Managing Director

                                    SEQUILS - Centurion V, LTD.
                                    By: American Express Asset Management Group
                                        Inc.
                                        as Collateral Manager

                                    By: /s/ Leanne Stavrakis
                                        ----------------------------------------
                                        Title: Director - Operations

                                      -13-



                                    CENTURION CDO II, LTD
                                    By: American Express Asset Management Group
                                        Inc.
                                        as Collateral Manager

                                    By: /s/ Leanne Stavrakis
                                        ----------------------------------------
                                        Title: Director - Operations

                                    TPS 1 LLC

                                    By: /s/ Deborah O'Keeffe
                                        ----------------------------------------
                                        Title: Vice President

                                    SPIRET IV LOAN TRUST 2003-B
                                    By: Wilmington Trust Company
                                        not in its individual capacity but
                                        solely as trustee

                                    By: /s/ Rachel L. Simpson
                                        ----------------------------------------
                                        Title: Financial Services Officer

                                    STANWICH LOAN FUNDING LLC

                                    By: /s/ Ann E. Morris
                                        ----------------------------------------
                                        Title: Asst Vice President

                                    MUIRFIELD TRADING LLC

                                    By: /s/ Ann E. Morris
                                        ----------------------------------------
                                        Title: Asst Vice President

                                    GLENEAGLES TRADING LLC

                                    By: /s/ Ann E. Morris
                                        ----------------------------------------
                                        Title: Asst Vice President

                                    HARBOURVIEW CLO V, LTD.

                                    By: /s/ Lisa Chaffee
                                        ----------------------------------------
                                        Title: Manager

                                    HARBOURVIEW CLO IV, LTD.

                                    By: /s/ Lisa Chaffee
                                        ----------------------------------------
                                        Title: Manager

                                      -14-



                                    OPPENHEIMER SENIOR FLOATING RATE FUND

                                    By: /s/ Lisa Chaffee
                                        ----------------------------------------
                                        Title: Manager

                                    PPM SHADOW CREEK FUNDING LLC

                                    By: /s/ Ann E. Morris
                                        ----------------------------------------
                                        Title: Asst Vice President

                                    PPM SPYGLASS FUNDING TRUST

                                    By: /s/ Ann E. Morris
                                        ----------------------------------------
                                        Title: Authorized Agent

                                    HIBERNIA NATIONAL BANK

                                    By: /s/ Chris Haskew
                                        ----------------------------------------
                                        Title: Vice President

                                    LANDMARK CDO LIMITED
                                    By: Aladdin Capital Management LLC
                                        as manager

                                    By: /s/ Joseph Moroney, CFA
                                        ----------------------------------------
                                        Title: Director

                                    LONG LANE MASTER TRUST IV
                                    By: Fleet National Bank as Trust
                                        Administrator

                                    By: /s/ Michael J. Sullivan
                                        ----------------------------------------
                                        Title: Director

                                    EATON VANCE
                                        VT FLOATING-RATE INCOME FUND
                                        By: Eaton Vance Management
                                            as Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                      -15-



                                    BALLYROCK CLO II LIMITED
                                        By: Ballyrock Investment Advisors LLC,
                                            as Collateral Manager

                                    By: /s/ Lisa Rymut
                                        ----------------------------------------
                                        Title: Assistant Treasurer

                                    FIDELITY ADVISOR SERIES II:
                                        FIDELITY ADVISOR FLOATING RATE
                                        HIGH INCOME FUND

                                    By: /s/ John H. Costello
                                        ----------------------------------------
                                        Title: Assistant Treasurer

                                    BLUE SQUARE FUNDING LIMITED
                                        SERIES 3

                                    By: /s/ Deborah O'Keeffe
                                        ----------------------------------------
                                        Title: Vice President

                                    ARCHIMEDES FUNDING IV, LLC
                                        By: ING Capital Advisors, LLC
                                            as Collateral Manager

                                    By: /s/ Jane Musser Nelson
                                        ----------------------------------------
                                        Title: Managing Director

                                    ENDURANCE CLO I, LTD.
                                        C/O ING CAPITAL ADVISORS, LLC
                                            as Investment Advisor

                                    By: /s/ Jane Musser Nelson
                                        ----------------------------------------
                                        Title: Managing Director

                                    SEQUILS-ING I (HBDGM), LTD
                                        By: ING Capital Advisors, LLC,
                                            as Collateral Manager

                                    By: /s/ Jane Musser Nelson
                                        ----------------------------------------
                                        Title: Managing Director

                                    NEMEAN

                                    By: /s/ Jane Musser Nelson
                                        ----------------------------------------
                                        Title: Managing Director

                                      -16-



                                    ORYX

                                    By: /s/ Jane Musser Nelson
                                        ----------------------------------------
                                        Title: Managing Director

                                    LONGHORN CDO (CAYMAN) LTD
                                        By: Merrill Lynch Investment Managers,
                                            L.P.
                                            as Investment Advisor

                                    By: /s/ Jaimin Patel
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                    MASTER SENIOR FLOATING RATE TRUST

                                    By: /s/ Jaimin Patel
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                    KZH CYPRESSTREE-1 LLC

                                    By: /s/ Dorian Herrera
                                        ----------------------------------------
                                        Title: Authorized Agent

                                    KZH ING-2 LLC

                                    By: /s/ Dorian Herrera
                                        ----------------------------------------
                                        Title: Authorized Agent

                                    KZH STERLING LLC

                                    By: /s/ Dorian Herrera
                                        ----------------------------------------
                                        Title: Authorized Agent

                                    MASTER SENIOR FLOATING RATE TRUST

                                    By: /s/ Jaimin Patel
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                    COLUMBIA FLOATING RATE LIMITED
                                        LIABILITY COMPANY
                                        (f/k/a Stein Roe Floating Rate Limited
                                        Liability Company)
                                        By: Columbia Management Advisors, Inc.,
                                            as Advisor

                                    By: /s/ James R. Fellows
                                        ----------------------------------------
                                        Title: Senior Vice President & Portfolio
                                               Manager

                                      -17-



                                    COLUMBIA FLOATING RATE ADVANTAGE FUND
                                        (f/k/a Liberty Floating Rate Advantage
                                        Fund)
                                        By: Columbia Management Advisors, Inc.,
                                            as Advisor

                                    By: /s/ James R. Fellows
                                        ----------------------------------------
                                        Title: Senior Vice President & Portfolio
                                               Manager

                                    ADDISON CDO, LIMITED
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalkar
                                        ----------------------------------------
                                        Title: Managing Director

                                    ATHENA CDO, LIMITED
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalkar
                                        ----------------------------------------
                                        Title: Managing Director

                                    CAPTIVA III FINANCE LTD.,
                                            as advised by Pacific Investment
                                            Management Company LLC

                                    By: /s/ David Dyer
                                        ----------------------------------------
                                        Title: Director

                                    CAPTIVA IV FINANCE LTD.,
                                            as advised by Pacific Investment
                                            Management Company LLC

                                    By: /s/ David Dyer
                                        ----------------------------------------
                                        Title: Director

                                    DELANO COMPANY
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalker
                                        ----------------------------------------
                                        Title: Managing Director

                                      -18-



                                    JISSEKIKUN FUNDING, LTD.
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalker
                                        ----------------------------------------
                                        Title: Managing Director

                                    ROYALTON COMPANY
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalker
                                        ----------------------------------------
                                        Title: Managing Director

                                    SAN JOAQUIN CDO I LIMITED
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalker
                                        ----------------------------------------
                                        Title: Managing Director

                                    SEQUILS-MAGNUM, LTD.
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalker
                                        ----------------------------------------
                                        Title: Managing Director

                                    WRIGLEY CDO, LTD.
                                        By: Pacific Investment Management
                                            Company LLC,
                                            as its Investment Advisor

                                    By: /s/ Mohan V. Phansalker
                                        ----------------------------------------
                                        Title: Managing Director

                                    VAN KAMPEN CLO I, LIMITED
                                        By: Van Kampen Investment Advisory Corp
                                            As Collateral Manager

                                    By: /s/ William Lenga
                                        ----------------------------------------
                                        Title: Executive Director

                                      -19-



                                    VAN KAMPEN CLO II, LIMITED
                                        By: Van Kampen Investment Advisory Corp
                                            As Collateral Manager

                                    By: /s/ William Lenga
                                        ----------------------------------------
                                            Title: Executive Director

                                    VAN KAMPEN SENIOR INCOME TRUST
                                        By: Van Kampen Investment Advisory Corp

                                    By: /s/ Brad Langs
                                        ----------------------------------------
                                        Title: Executive Director

                                    TORONTO DOMINION (NEW YORK), INC.

                                    By: /s/ Stacey Malek
                                        ----------------------------------------
                                        Title: Vice President

                                    TRUMBULL THC, LTD.

                                    By: /s/ Heather McNally
                                        ----------------------------------------
                                        Title: Trust Officer

                                    ELF FUNDING TRUST I
                                        By: Highland Capital Management, L.P.
                                            As Collateral Manager

                                    By: /s/ Todd Travers
                                        ----------------------------------------
                                        Title: Senior Portfolio Manager

                                    EMERALD ORCHARD LIMITED

                                    By: /s/ Stacey Malek
                                        ----------------------------------------
                                        Title: Attorney in Fact

                                    HCM US LOANS MAC 43, LTD.
                                        By: Highland Capital Management, L.P.
                                            As Attorney-in-Fact

                                    By: /s/ Todd Travers
                                        ----------------------------------------
                                        Title: Senior Portfolio Manager

                                    LOAN FUNDING IV, LLC
                                        By: Highland Capital Management, L.P.
                                            As Portfolio Manager

                                    By: /s/ Todd Travers
                                        ----------------------------------------
                                        Title: Senior Portfolio Manager

                                      -20-



                                    HIGHLAND LOAN FUNDING V, LTD.
                                        By: Highland Capital Management, L.P.
                                            As Collateral Manager

                                    By: /s/ Todd Travers
                                        ----------------------------------------
                                        Title: Senior Portfolio Manager

                                    RESTORATION FUNDING CLO, LTD.
                                        By: Highland Capital Management, L.P.
                                            As Collateral Manager

                                    By: /s/ Todd Travers
                                        ----------------------------------------
                                        Title: Senior Portfolio Manager

                                    HIGHLAND OFFSHORE PARTNERS, L.P.
                                        By: Highland Capital Management, L.P.
                                            As General Partner

                                    By: /s/ Todd Travers
                                        ----------------------------------------
                                        Title: Senior Portfolio Manager

                                    BILL & MELINDA GATES FOUNDATION
                                        By: David L. Babson & Company Inc.
                                            As Investment Advisor

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    MAPLEWOOD (CAYMAN) LIMITED
                                        By: David L. Babson & Company Inc. under
                                            delegated authority from
                                            Massachusetts Mutual Life Insurance
                                            Company
                                                As Investment Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    SIMSBURY CLO, LIMITED
                                        By: David L. Babson & Company Inc. under
                                            delegated authority from
                                            Massachusetts Mutual Life Insurance
                                            Company
                                                As Collateral Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                      -21-



                                    SUFFIELD CLO, LIMITED
                                        By: David L. Babson & Company Inc.
                                            As Collateral Manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                        By: David L. Babson & Company Inc.
                                            As Investment Advisor

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    SEABOARD CLO 2000 LTD.
                                        By: David L. Babson & Company
                                            As Collateral manager

                                    By: /s/ John W. Stelwagon
                                        ----------------------------------------
                                        Title: Managing Director

                                    STANFIELD CLO LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD/RMF TRANSATLANTIC CDO LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD CLO LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                      -22-



                                    STANFIELD CLO LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    WINDSOR LOAN FUNDING, LIMITED
                                        By: Stanfield Capital Partners LLC
                                            As its Investment Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD CLO LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD ARBITRAGE CDO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD CARRERA CLO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Asset Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    STANFIELD QUATTRO CLO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                      -23-



                                    HAMILTON CDO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager

                                    By: /s/ Christopher E. Jansen
                                        ----------------------------------------
                                        Title: Managing Partner

                                    BEAR STEARNS CORPORATE LENDING INC.

                                    By: /s/ Victor Bulzacchelli
                                        ----------------------------------------
                                        Title: Vice President

                                    US BANK

                                    By: /s/ J. Andrew Backstrom
                                        ----------------------------------------
                                        Title: Vice President

                                    NATIONAL CITY BANK OF INDIANA

                                    By: /s/ Mark A. Minnick
                                        ----------------------------------------
                                        Title: Senior Vice President

                                    AMMC CDO I, LIMITED
                                        By: American Money Management Corp.,
                                            As Collateral Manager

                                    By: /s/ David P. Meyer
                                        ----------------------------------------
                                        Title: Vice President

                                    MAGNETITE IV CLO, LIMITED

                                    By: /s/ Mark J. Williams
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                    MAGNETITE ASSET INVESTORS III, LLC

                                    By: /s/ Mark J. Williams
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                    MAGNETITE ASSET INVESTORS LLC

                                    By: /s/ Mark J. Williams
                                        ----------------------------------------
                                        Title: Authorized Signatory

                                    CARLYLE HIGH YIELD PARTNERS, L.P.

                                    By: /s/ Linda Pace
                                        ----------------------------------------
                                        Title: Managing Director

                                    CARLYLE HIGH YIELD PARTNERS II, LTD.

                                    By: /s/ Linda Pace
                                        ----------------------------------------
                                        Title: Managing Director

                                      -24-



                                    CARLYLE HIGH YIELD PARTNERS II, LTD.

                                    By: /s/ Linda Pace
                                        ----------------------------------------
                                        Title: Managing Director

                                    CARLYLE HIGH YIELD PARTNERS III, LTD.

                                    By: /s/ Linda Pace
                                        ----------------------------------------
                                        Title: Managing Director

                                    CARLYLE HIGH YIELD PARTNERS IV, LTD.

                                    By: /s/ Linda Pace
                                        ----------------------------------------
                                        Title: Managing Director

                                    SIERRA CLO I

                                    By: /s/ John M. Casparian
                                        ----------------------------------------
                                        Title: Chief Operating officer

                                    LCM I LIMITED PARTNERSHIP
                                        By: Lyon Capital Management LLC
                                            As Collateral Manager

                                    By: /s/ Farboud Tavangar
                                        ----------------------------------------
                                        Title: Senior Portfolio Manager

                                    BIG SKY SENIOR LOAN FUND, LTD.
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    TOLLI & CO.
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                      -25-



                                    EATON VANCE CDO III, LTD.
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE CDO IV, LTD.
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    COSTANTINUS EATON VANCE CDO V, LTD.
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    GRAYSON & CO
                                        By: Boston Management and Research
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE LIMITED DURATION INCOME FUND
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                      -26-



                                    OXFORD STRATEGIC INCOME FUND
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    EATON VANCE SENIOR INCOME TRUST
                                        By: Eaton Vance Management
                                            As Investment Advisor

                                    By: /s/ Michael B. Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    SENIOR DEBT PORTFOLIO
                                        By: Boston Management and Research
                                            As Investment Advisor

                                    By: /s/ Michael Botthof
                                        ----------------------------------------
                                        Title: Vice President

                                    GENERAL ELECTRIC CAPITAL CORPORATION

                                    By: /s/ Joseph Badini
                                        ----------------------------------------
                                        Title: Duly Authorized Signatory

                                    PILGRIM CLO 1999 -1 LTD.
                                        By: ING Investments, LLC
                                            As its Investment Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD,
                                        By: ING Investments, LLC
                                            As its Investment Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                      -27-



                                    ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
                                        By: ING Investments, LLC
                                            As its Investment Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    ING PRIME RATE TRUST
                                        By: ING Investment Management, Inc.
                                            As its Investment Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    ING SENIOR INCOME FUND
                                        By: Aeltus Investment Management, Inc.
                                            As its Investment Manager

                                    By: /s/ Jason Groom
                                        ----------------------------------------
                                        Title: Vice President

                                    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                                        By: Prudential Investment Management,
                                            Inc.
                                            As its Collateral Manager

                                    By: /s/ George W. Edwards
                                        ----------------------------------------
                                        Title: Principal

                                    CITICORP INSURANCE AND INVESTMENT TRUST
                                        By: Travelers Asset Management
                                        International Company, LLC

                                    By: /s/ Matthew McInerny
                                        ----------------------------------------
                                        Title: Investment Officer

                                    CITICORP INVESTMENTS CORPORATE LOAN FUND
                                        By: Travelers Asset Management
                                        International Company LLC

                                    By: /s/ Melanie Hanlon
                                        ----------------------------------------
                                        Title: Vice Presiden

                                      -28-



                                    COLUMBUS LOAN FUNDING LTD
                                        By: Travelers Asset Management
                                            International Company LLC

                                    By: /s/ Melanie Hanlon
                                        ----------------------------------------
                                        Title: Vice President

                                    THE TRAVELERS INSURANCE COMPANY

                                    By: /s/ Matthew McInerny
                                        ----------------------------------------
                                        Title: Investment Officer

                                    LANDMARK CDO LIMITED
                                        By: Aladdin Capital Management LLC
                                            As Manager

                                    By: /s/ Joseph Moroney, CFA
                                        ----------------------------------------
                                        Title: Director

                                    FRANKLIN FLOATING RATE TRUST

                                    By: /s/ Richard D'Addario
                                        ----------------------------------------
                                        Title: Assistant Vice President

                                    FRANKLIN CLO II, LIMITED

                                    By: /s/ Richard D'Addario
                                        ----------------------------------------
                                        Title: Vice President

                                      -29-



                                                                      SCHEDULE I

Lender                              B-1 Term Loan Commitment

[Name of Lender]                    $[_______________________]

TOTAL                               $[_______________________]

                                      -30-



                                                                     EXHIBIT B-8

                              FORM OF B-1 TERM NOTE

$________________                                             New York, New York
                                                              _____________,____

                  FOR VALUE RECEIVED, AMERISTAR CASINOS, INC., a Nevada
corporation (the "Borrower"), hereby promises to pay the order of _________
_______________ (the "Lender"), in lawful money of the United States in
immediately available funds, at the office of Deutsche Bank Trust Company
Americas (f/k/a Bankers Trust Company) (the "Administrative Agent") located at
90 Hudson Street, Jersey City, New Jersey 07302 on the B-1 Term Maturity Date
(as defined in the Agreement referred to below) the principal sum of
__________________ ($_____________) or, if less, the then unpaid principal
amount of all B-1 Term Loans (as defined in the Agreement) made by the Lender
pursuant to the Agreement.

                  The Borrower also promises to pay interest on the unpaid
principal amount hereof in like money at said office form the date hereof until
paid at the rates and the times provided in Section 1.08 of the Agreement.

                  This Note is one of the B-1 Term Notes referred to the Credit
Agreement, dated as of December 20, 2000, among the Borrower, the Lenders party
thereto from time to time (including the Lender), Wells Fargo Bank, N.A., as
Co-Arranger and Syndication Agent, Bear Stearns Corporate Lending Inc., as
Documentation Agent, Deutsche Bank Securities Inc., as Lead Arranger and sole
Book Manager, and the Administrative Agent (as from time to time in effect, the
"Agreement"). This Note is secured by the Security Documents (as defined in the
Agreement). As provided in the Agreement, this Note is subject to voluntary
prepayment and mandatory repayment prior to the B-1 Term Maturity Date, in whole
or in part.

                  In case an Event of Default (as defined in the Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may be declared to be due and payable in the manner and with the effect
provided in the Agreement.

                  The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note.

                  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                                    AMERISTAR CASINOS, INC.

                                    By ________________________________
                                       Name:
                                       Title:



                                                                       EXHIBIT K

                 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT(1)

                  This Assignment and Assumption Agreement (this "Assignment"),
is dated as of the Effective Date set forth below and is entered into by and
between [the][each] Assignor identified in item [1][2] below ([the] [each, an]
"Assignor") and [the] [each] Assignee identified in item 2 below ([the] [each,
an] "Assignee"). [It is understood and agreed that the rights and obligations of
such [Assignees][and Assignors] hereunder are several and not joint.]
Capitalized terms used herein but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, restated,
supplemented and/or otherwise modified from time to time, the "Credit
Agreement"). The Standard Terms and Conditions for Assignment and Assumption
Agreement set forth in Annex 1 hereto (the "Standard Terms and Conditions") are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.

                  For an agreed consideration, [the][each] Assignor hereby
irrevocably sells and assigns to [the] [each] Assignee, and [the] [each]
Assignee hereby irrevocably purchases and assumes from [the][each] Assignor,
subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below, the interest in and to all of [the][each] Assignor's
rights and obligations under the Credit Agreement and any other documents or
instruments delivered pursuant thereto that represents the amount and percentage
interest identified below of all of the [respective] Assignor's outstanding
rights and obligations under the respective Tranches identified below
(including, to the extent included in any such Tranches, Letters of Credit and
Swingline Loans) ([the] [each, an] "Assigned Interest"). [Each] [Such] sale and
assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment, without representation or warranty by [the][any]
Assignor.

[1.       Assignor:                 __________________________

2.        Assignee:                 ________________________] (2)

[1][3].  Credit Agreement:          Credit Agreement, dated as of December 20,
                                    2000, among Ameristar Casinos, Inc., the
                                    lenders from time to time party thereto,
                                    Deutsche Bank Trust Company Americas, as
                                    Administrative Agent, Wells Fargo, N.A., as
                                    Co-Arranger and Syndication Agent, Bear
                                    Stearns Corporate Lending, Inc., as
                                    Documentation Agent and Deutsche Bank
                                    Securities Inc., as Lead Arranger and Sole
                                    Book Manager.

- --------------------
(1)      This Form of Assignment and Assumption Agreement should be used by
         Lenders for an assignment to a single Assignee or to funds managed by
         the same or related investment managers.

(2)      If the form is used for a single Assignor and Assignee, items 1 and 2
         should list the Assignor and the Assignee, respectively. In the case of
         an assignment to funds managed by the same or related investment
         managers, or an assignment by multiple Assignors, the Assignors and the
         Assignee(s) should be listed in the table under bracketed item 2 below.



                                                                       EXHIBIT K
                                                                          page 2

[2. Assigned Interest:(3)



                                                Aggregate Amount of                           Percentage of
                                                 Commitment/Loans           Amount of            Assigned
                                                  under Relevant        Commitment/Loans     Commitment/Loans
                                Tranche           Tranche for all        under Relevant       under Relevant
 Assignor     Assignee        Assigned(4)            Lenders            Tranche Assigned        Tranche(5)
- -------------------------------------------------------------------------------------------------------------
                                                                              
 [Name of     [Name of      B-1 Term Loans          __________             __________           ________%
Assignor]     Assignee]
- -------------------------------------------------------------------------------------------------------------
 [Name of     [Name of      Revolving Loans         __________             __________           ________%]
Assignor]     Assignee]
- -------------------------------------------------------------------------------------------------------------


- ---------------------

(3)      Insert this chart if this Form of Assignment and Assumption Agreement
         is being used for assignments to funds managed by the same or related
         investment managers or for an assignment by multiple Assignors. Insert
         additional rows as needed.

(4)      For complex multi-tranche assignments a separate chart for each tranche
         should be used for ease of reference.

(5)      Set forth, to at least 9 decimals, as a percentage of the
         Commitment/Loans of all Lenders thereunder for the respective Tranche.



                                                                       EXHIBIT K
                                                                          Page 3

[4. Assigned Interest:(6)




                                                                                         Percentage of
                                                                                            Assigned
                           Aggregate Amount of                  Amount of               Commitment/Loans
                         Commitment/Loans under           Commitment/Loans under        under Relevant
Tranche Assigned     Relevant Tranche for all Lenders     Relevant Tranche Assigned        Tranche(7)
- --------------------------------------------------------------------------------------------------------
                                                                               
B-1 Term Loans       $______________                          $______________            ______________%
- --------------------------------------------------------------------------------------------------------
Revolving Loans      $______________                          $______________            ______________%]
- --------------------------------------------------------------------------------------------------------


         Effective Date ___________, ____, 200__.



ASSIGNOR[S] INFORMATION                      ASSIGNEE[S] INFORMATION
- -----------------------                      -----------------------
                                                              
Payment Instructions:                         Payment Instructions:
                           _______________                             __________________

                           _______________                             __________________

                           _______________                             __________________

                           _______________                             __________________

                           Reference:_____                             Reference:________

Notice Instructions:                          Notice Instructions:
                           _______________                             __________________

                           _______________                             __________________

                           _______________                             __________________

                           _______________                             __________________

                           Reference:_____                             Reference:________


- ------------------

(6)      Insert this chart if this Form of Assignment and Assumption Agreement
         is being used by a single Assignor for an assignment to a single
         Assignee.

(7)      Set forth, to at least 9 decimals, as a percentage of the
         Commitment/Loans of all Lenders thereunder.



                                                                       Exhibit K

                                                                          Page 4

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR                                    ASSIGNEE
[NAME OF ASSIGNOR]                          [NAME OF ASSIGNEE](8)

By: ________________________________        By: ________________________________
    Name:                                       Name:
    Title:                                      Title:

- -----------------
(8)      Add additional signature blocks, as needed, if this Form of Assignment
         and Assumption Agreement is being used by funds managed by the same or
         related investment managers.



                                                                       Exhibit K

                                                                          Page 5
Acknowledged and Agreed:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent

By: ____________________________
    Name:
    Title:



                                                                         ANNEX 1
                                                                              To
                                                                       EXHIBIT K

                             AMERISTAR CASINOS, INC.

                                CREDIT AGREEMENT

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

                  1.       Representations and Warranties.

                  1.1.     Assignor. [The] [Each] Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of [the] [its] Assigned
Interest, (ii) [the] [its] Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with any Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Credit Document or any other instrument or document
delivered pursuant thereto (other than this Assignment) or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its respective
Subsidiaries or affiliates or any other Person obligated in respect of any
Credit Document or (iv) the performance or observance by the Borrower, any of
its respective Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Credit Document.

                  1.2.     Assignee. [The] [Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) confirms that it is (A) a Lender, (B) a parent company and/or an
affiliate of the Assignor which is at least 50% owned by the Assignor or its
parent company, (C) in the event the Assignor is a fund that invests in bank
loans, a fund that invests in bank loans and is managed by the same investment
advisor of the Assignor or by an affiliate of such investment advisor or (D) a
Qualified Peron under Section 13.04(b) of the Credit Agreement; (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 8.01(a), (b) or (c) thereof, as applicable, and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and to purchase
the Assigned Interest on the basis of which it has made such analysis and
decision and (v) if it is organized under the laws of a jurisdiction outside the
United States, attached to this Assignment is any tax documentation required to
be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the] [each such] Assignee; (b) agrees that it will,
independently and without reliance upon the Administrative Agent, [the][each]
Assignor, or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (c) appoints and
authorizes each of the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers



                                                                         Annex 1
                                                                          Page 2

under the Credit Agreement and the other Credit Documents as are delegated to or
otherwise conferred upon the Administrative Agent, the Syndication Agent, the
Documentation Agent or the Collateral Agent, as the case may be, by the terms
thereof, together with such powers as are reasonably incidental thereto; and (d)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.

                  2.       Payment. From and after the Effective Date, the
Administrative Agent shall make all payments in respect [the] [each] Assigned
Interest (including payments of principal, interest, fees, commissions and other
amounts) to [the][each] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the] [each] Assignee for amounts which have accrued
from and after the Effective Date.

                  3.       Upon the delivery of a fully executed original hereof
to the Administrative Agent, as of the Effective Date, (i) the Assignee shall be
a party to the Credit Agreement and, to the extent provided in this Assignment
and Assumption Agreement, have the rights and obligations of a Lender thereunder
and under the other Credit Documents and (ii) the Assignor shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish its rights and
be released from its obligations under the Credit Agreement and the other Credit
Documents.

                  4.       General Provisions. This Assignment shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment by telecopy shall be
effective as delivery of a manually executed counterpart of the Assignment. THIS
ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5.1401
OF THE GENERAL OBLIGATIONS LAW).

                                      * * *

EX-10.4(B)

                                                            EXHIBIT 10.4(b)

                             AMERISTAR CASINOS, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                (Non-Qualified Stock Option Agreement Form 99-4)

Name and Address of Optionee:          ________________________
                                       ________________________
                                       ________________________

Date of Grant:                         ________________________

No. of Shares:                         ________________________

Exercise Price:                        ________________________

Vesting Schedule:                      _____ shares on ________

                                       _____ shares on ________

                                       _____ shares on ________

                                       _____ shares on ________

                                       _____ shares on ________

Expiration Date:                       ________________________

                  [Remainder of page intentionally left blank.]



         THIS AGREEMENT is made as of the date set forth above, between
AMERISTAR CASINOS, INC., a Nevada corporation (hereinafter called the
"Company"), and the optionee named above (hereinafter called the "Optionee").

                                     RECITAL

         The Committee (as defined below) responsible for administering the
Ameristar Casinos, Inc. 1999 Stock Incentive Plan, as amended (the "Plan"), has
determined that it is to the advantage and interest of the Company and its
stockholders to grant, pursuant to the Plan, the option provided for herein to
the Optionee as an inducement to remain in the service of the Company or Related
Company (as defined for purposes of the Plan) and as an incentive for increased
effort during such service.

         As used herein, the term "Committee" shall mean the Compensation
Committee or such other committee of directors appointed by the Board of
Directors of the Company to administer the Plan, or, if no committee has been
appointed for such purpose, reference to the "Committee" shall be deemed a
reference to the Board of Directors of the Company. If the Optionee is not a
person subject to Section 16 of the Securities Exchange Act of 1934, as amended,
the term "Committee" shall extend to and include any officer of the Company to
which the Committee has properly delegated any of its authorities to administer
the Plan.

         In consideration of the mutual covenants herein contained, the parties
agree as follows:

         1.       Grant of Option. The Company hereby grants to the Optionee the
right and option (the "Option") to purchase on the terms and conditions set
forth herein all or any part of an aggregate of the number shares (the "Shares")
of the Common Stock of the Company (whether authorized and unissued or treasury
shares) identified above next to the heading "No. of Shares" at the purchase
price per Share identified above next to the heading "Exercise Price" as the
Optionee may, from time to time, elect. The Option shall vest and become
exercisable on a cumulative basis in an amount equal to 20% per year for five
years beginning on the day before the anniversary of the Date of Grant, as
described in the vesting schedule set forth above under the heading "Vesting
Schedule". The Option shall expire on the date set forth above next to the
heading "Expiration Date" unless terminated sooner in accordance with the
provisions of Section 5 below.

         Nothing contained herein shall be construed to limit or restrict the
right of the Company or any of its subsidiaries to terminate the Optionee's
employment or other Relationship at any time, with or without cause, or to
increase or decrease the Optionee's compensation from the rate in existence at
the time the Option is granted. As used herein, the term "Relationship" shall
mean that the Optionee is or has agreed to become an officer, director,
employee, consultant, adviser or independent contractor of the Company or any
Related Company.

         2.       Term of Option. The right to exercise the Option granted
hereunder, to the extent unexercised, shall remain in effect until the tenth
anniversary of the grant of this Option, unless another date is specified in
Section 1 hereof or unless sooner terminated in accordance with Section 5
hereof.

         3.       Method of Exercise.

                  (a)      To the extent that the Option has become exercisable
hereunder, the Option may be exercised from time to time by written notice to
the Company stating the number of Shares with respect to which the Option is
being exercised, together with payment in full of the purchase price therefor.
Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by
certified or cashier's check payable to the order of the Company, (iii) other
cash equivalents acceptable to the Committee in its sole discretion, (iv) in the
Committee's sole discretion, by delivery of shares of the Common Stock of the
Company already owned by the Optionee or subject to vested stock options under
the Plan, subject to such delivery being permissible under the General
Corporation Law of the State of Nevada, including without limitation Section
78.288 thereof, or (v) any combination of the foregoing. If requested by the
Committee, prior to the delivery of any Shares, the Optionee, or any other
person entitled to exercise the Option, shall supply the Committee with a
representation that the Shares are not being acquired with a

                                      -2-



view to distribution and will be sold or otherwise disposed of only in
accordance with applicable federal and state statutes, rules and regulations. As
soon after the notice of exercise as the Company is reasonably able to comply,
the Company shall, without transfer or issue tax to the Optionee or other person
entitled to exercise the Option, deliver to the Optionee or such other person,
at the principal office of the Company or such other place as shall be mutually
acceptable, a certificate or certificates for the Shares being purchased.

                  (b)      If payment is made with shares of Common Stock of the
Company already owned by the Optionee, the Optionee, or other person entitled to
exercise the Option, shall deliver to the Company with the notice of exercise
certificates representing the number of shares of Common Stock in payment for
the Shares, duly endorsed for transfer to the Company. In addition, if requested
by the Committee, prior to the acceptance of such certificates in payment for
the Shares, the Optionee, or any other person entitled to exercise the Option,
shall supply the Committee with a written representation and warranty that he or
she has good and marketable title to the shares represented by the
certificate(s), free and clear of liens and encumbrances. The value of the
shares of Common Stock so tendered in payment for the Shares being purchased
shall be their Fair Market Value Per Share (as defined below) on the date of the
Optionee's notice of exercise.

                  (c)      If payment is to be made in shares of Common Stock
subject to vested stock options under the Plan, the per share value attributable
to the shares underlying the stock option(s) to be surrendered or canceled shall
be the Fair Market Value Per Share of such shares less the exercise price per
share of such option(s). The Company and the Optionee or other person entitled
to exercise the Option shall execute and deliver such instruments or
modifications of stock options as shall be necessary to give effect to such an
exercise of the Option.

                  (d)      If for any reason a purported exercise of the Option
providing for payment to be made in whole or in part through the delivery of
shares of Common Stock already owned or underlying vested stock options is
rejected by the Committee or is otherwise not permitted, such purported exercise
shall not be effective unless, following notice thereof from the Company, the
Optionee or other person entitled to exercise the Option promptly pays the
exercise price in an acceptable form.

                  (e)      If the Optionee or other person entitled to exercise
the Option desires to exercise the Option with funds borrowed from a
broker-dealer in a margin transaction under Regulation T of the Board of
Governors of the Federal Reserve System, and such method of exercise is
acceptable to the Committee in its sole discretion, the Optionee's notice of
exercise may be delivered to the Company by such broker-dealer and the Company
may deliver the certificate(s) for the Shares being purchased to such
broker-dealer on behalf of the Optionee or other person entitled to exercise the
Option.

                  (f)      For purposes hereof, the "Fair Market Value Per
Share" of the Company's Common Stock shall mean, if the Common Stock is publicly
traded, the mean between the highest and lowest quoted selling prices of the
Common Stock on such date or, if not available, the mean between the bona fide
bid and asked prices of the Common Stock on such date. In any situation not
covered above, the Fair Market Value Per Share shall be determined by the
Committee in accordance with one of the valuation methods described in Section
20.2031-2 of the Federal Estate Tax Regulations (or any successor provision
thereto), which determination shall be final, binding and conclusive, which
determination shall be final, binding and conclusive.

                  (g)      Notwithstanding the foregoing, the Company shall have
the right to postpone the time of exercise of the Option or the delivery of the
Shares for such period as may be required for the Company with reasonable
diligence (i) to comply with any applicable listing, registration or
qualification requirements of any national securities exchange or
over-the-counter market or under any federal or state law or (ii) to obtain the
consent or approval of any governmental regulatory body. In addition, in
connection with any exercise of the Option, the Committee may require the
Optionee or other person entitled to exercise the Option to agree not to dispose
of any of the Shares acquired upon exercise thereof except upon the satisfaction
of specified conditions which the Committee, in its sole discretion, then deems
necessary or desirable in connection with any then existing and effective
requirement or interpretation of any applicable federal or state securities law,
rule or regulation.

                                      -3-



                  (h)      The Option may be exercised for less than the total
number of Shares for which the Option is then exercisable, provided that a
partial exercise may not be for less than 100 Shares, except in the final year
of the term of the Option, and shall not, in any event, include any fractional
Shares.

         4.       Tax Withholding. The Optionee shall, no later than the date as
of which any value attributed to the Option first becomes includible in the
Optionee's gross income for applicable tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee (which in the sole discretion of the
Committee may include delivery of shares of Common Stock already owned by the
Optionee or subject to awards under the Plan subject to and in accordance with
the provisions of Section 3(b) or Section 3(c), as applicable) regarding payment
of, any federal, state, local or other taxes of any kind required by law to be
withheld with respect thereto, to enable the Company to claim a deduction in
connection with the exercise of the Option or otherwise to satisfy any legal
requirements. The obligations of the Company hereunder shall be conditional on
such payment or arrangements, and the Company (and, where applicable, any
Related Company), shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
Optionee.

         5.       Termination of Option.

                  (a)      If the Optionee ceases to have a Relationship for any
reason other than the Optionee's death or Permanent Disability (as defined in
Section 5(d)), the Option shall terminate 90 days from the date on which such
Relationship terminates unless the Optionee has resumed or initiated a
Relationship and has a Relationship on such date. During such 90-day period, the
Optionee may exercise the Option but only to the extent the Option was
exercisable on the date of termination of the Optionee's Relationship and
provided that the Option has not expired in accordance with Section 2 or
otherwise terminated as provided herein. A leave of absence approved in writing
by the Committee shall not be deemed a termination of Relationship for purposes
of this Section 5, but the Option may not be exercised during any such leave of
absence, except during the first 90 days thereof. Notwithstanding the foregoing,
if the Relationship is terminated for cause (as defined in Section 5(d)), the
Option shall terminate upon the termination of the Relationship.

                  (b)      For purposes hereof, termination of Optionee's
Relationship for reasons other than death or Permanent Disability shall be
deemed to take place upon the earliest to occur of the following: (i) the date
of the Optionee's retirement from employment under the normal retirement
policies of the Company or any Related Company; (ii) the date of the Optionee's
retirement from employment with the approval of the Committee because of
disability other than Permanent Disability; (iii) the date the Optionee receives
notice or advice that the Optionee's employment or other Relationship is
terminated; (iv) the date the Optionee ceases to render the services for which
the Optionee was employed, engaged or retained by the Company or any Related
Company (absences for temporary illness, emergencies and vacations or leaves of
absence approved in writing by the Committee excepted); or (v) in the case of a
director of the Company, the date on which such person ceases to be a director
of the Company unless such person has an other Relationship at such time. The
fact that the Optionee may receive payment from the Company or any Related
Company after termination for vacation pay, for services rendered prior to
termination, for salary in lieu of notice or for other benefits shall not affect
the termination date.

                  (c)      If the Optionee shall die at a time when the Optionee
is in a Relationship or if the Optionee shall cease to have a Relationship by
reason of Permanent Disability, the Option shall terminate one year after the
date of the Optionee's death or termination of Relationship due to Permanent
Disability unless by its terms it shall expire before such date or otherwise
terminate as provided herein, and shall only be exercisable to the extent that
it would have been exercisable on the date of the Optionee's death or the
Optionee's termination of Relationship due to Permanent Disability. In the case
of death, the Option may be exercised by the person or persons to whom the
Optionee's rights under the Option shall pass by will or by the laws of descent
and distribution.

                  (d)      As used herein, the term "Permanent Disability" shall
mean termination of a Relationship with the Company or any Related Company with
the consent of the Company or such Related Company by reason of permanent and
total disability within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended. As used herein, the term "for cause" shall mean that
the Relationship is terminated by the Company or a Related Company due to (i)
the commission by the Optionee of a substantial violation, through intentional
conduct

                                      -4-



or through a pattern of behavior not corrected within a reasonable period of
time after written notice to the Optionee by the Company or such Related Company
of such behavior (in either case, whether by action or omission), of the
Optionee's duties on behalf of the Company or a Related Company or the workplace
policies or rules of the Company or a Related Company which conduct or behavior
actually results in substantial harm to the Company or a Related Company or
could reasonably be expected to put personnel of the Company or a Related
Company in serious jeopardy of imminent harm to their safety, health or
well-being or to cause substantial harm to the business of the Company or a
Related Company or (ii) the commission by the Optionee of any act(s) or
omission(s) constituting dishonesty, a felony or fraud or (iii) the failure of
the Optionee to satisfy any requirements under applicable gaming laws or
regulations for the continuance of the Optionee's Relationship with the Company
or such Related Company. Notwithstanding the foregoing sentence, in the event of
any conflict between the definition of "for cause" set forth above and the
definition of "for cause" or "cause" in any employment agreement Optionee may
have with the Company or a Related Company, the definition of "for cause" or
"cause" in such employment agreement shall control to the extent that it imposes
a broader definition of such term(s). For purposes of the Option, whether a
Relationship is or has been terminated "for cause" shall be finally determined
by the Committee.

         6.       Adjustments. In the event of any merger, reorganization,
consolidation, sale of substantially all assets, recapitalization, stock
dividend, stock split, spin-off, split-up, split-off, distribution of assets or
other change in corporate structure affecting the Company's Common Stock, a
substitution or adjustment, as may be determined to be appropriate by the
Committee in its sole discretion, shall be made in the number of shares subject
to the Option and the exercise price under the Option; provided, however, that
no such adjustment or substitution shall increase the aggregate value of the
Option and no such adjustment or substitution shall result in the Company being
required to sell or issue any fractional Shares.

         7.       Change in Control; Corporate Transaction. In the event of a
Change in Control (as that term is defined in the Plan), any portion of the
Option which is not otherwise fully vested and exercisable with respect to all
of the Shares at that time subject to the Option shall automatically accelerate
so that the Option shall, immediately upon the effective time of the Change in
Control, become exercisable for all the Shares at the time subject to the Option
and may be exercised for any or all of those Shares as fully vested shares of
Common Stock of the Company. In the event of a Corporate Transaction (as that
term is defined in the Plan), any portion of the Option which is not otherwise
fully vested and exercisable with respect to all of the Shares at that time
subject to the Option shall automatically accelerate so that the Option shall,
immediately prior to the effective time of the Corporate Transaction, become
exercisable for all the Shares at the time subject to the Option and may be
exercised for any or all of those Shares as fully vested shares of Common Stock
of the Company.

         8.       Provisions Regarding Transferability. The Optionee may
transfer the Option to the Optionee's children, grandchildren or spouse
("Immediate Family"), to one or more trusts for the benefit of the Optionee's
Immediate Family members, or to one or more partnerships or limited liability
companies in which such Immediate Family members are the only partners or
members only upon the express written consent of the Committee, and provided the
Optionee does not receive any consideration in any form whatsoever for such
transfer other than the receipt of an interest in the trust, partnership or
limited liability company to which the Option is transferred. Upon any such
transfer of the Option, the Option shall continue to be subject to the terms and
conditions as were applicable to the Option immediately prior to the transfer
thereof. Except as expressly provided in the first sentence of this Section 8,
the Option is not assignable or transferable by the Optionee, either voluntarily
or by operation of law, otherwise than by will or by the laws of descent and
distribution, and is exercisable, during the Optionee's lifetime, only by the
Optionee.

         9.       No Stockholder Rights. The Optionee or other person entitled
to exercise the Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustments as may be effected pursuant to the provisions of Section 6 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.

         10.      Investment Representation. The Optionee hereby represents that
the Option and any Shares purchased hereunder are being acquired for the
Optionee's own account and not with a view to or for sale in

                                      -5-



connection with any distribution thereof except as may be permitted by the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

         11.      Conditions to Issuance of Shares. THE COMPANY'S OBLIGATION TO
ISSUE OR DELIVER SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTION IS
EXPRESSLY CONDITIONED UPON THE COMPLETION BY THE COMPANY OF ANY REGISTRATION OR
OTHER QUALIFICATION OF SUCH SHARES UNDER ANY STATE AND/OR FEDERAL LAW OR RULINGS
OR REGULATIONS OF ANY GOVERNMENT REGULATORY BODY OR THE MAKING OF SUCH
INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND AGREEMENTS BY THE
OPTIONEE (OR ANY PERSON ENTITLED TO EXERCISE THE OPTION) IN ORDER TO COMPLY WITH
THE REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR OTHER
QUALIFICATION OF SUCH SHARES WHICH THE COMMITTEE SHALL, IN ITS SOLE DISCRETION,
DEEM NECESSARY OR ADVISABLE. SUCH REQUIRED REPRESENTATIONS AND AGREEMENTS MAY
INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE, OR ANY OTHER PERSON
ENTITLED TO EXERCISE THE OPTION, (A) IS NOT PURCHASING SUCH SHARES FOR
DISTRIBUTION AND (B) AGREES TO HAVE PLACED UPON THE FACE AND/OR REVERSE OF ANY
CERTIFICATES FOR SUCH SHARES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND
AGREEMENTS WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO AND
STATING THAT, PRIOR TO MAKING ANY SALE OR OTHER DISPOSITION OF ANY SUCH SHARES,
THE OPTIONEE, OR ANY OTHER PERSON ENTITLED TO EXERCISE THE OPTION, WILL GIVE THE
COMPANY NOTICE OF INTENTION TO SELL OR DISPOSE OF THE SHARES NOT LESS THAN FIVE
DAYS PRIOR TO SUCH SALE OR DISPOSITION.

         12.      Optionee Subject to Section 16. If the Optionee is a person
subject to Section 16 of the Securities Exchange Act of 1934, as amended, and if
for any reason the Option has not been approved in the manner provided for in
clause (d)(1) or (d)(2) of Rule 16b-3 of the Securities and Exchange Commission,
neither the Option (except upon its exercise) nor the Common Stock underlying
the Option may be disposed of by the Optionee until six months have elapsed
following the date of grant of the Option, unless the Committee otherwise
specifically permits such disposition.

         13.      Method of Acceptance. This Agreement is addressed to the
Optionee in duplicate and shall not be effective until the Optionee executes the
acceptance below and returns one copy to the Company, thereby acknowledging that
the Optionee has read and agreed to all the terms and conditions of this
Agreement and the Plan. The Optionee hereby acknowledges and agrees that the
acceptance of the Option constitutes satisfaction in full of any and all
pre-existing understandings or commitments between the Company and Optionee
relating to Optionee's right to acquire equity securities of the Company.

                                      -6-



         14.      Plan Terms. The Option shall be subject to and governed by the
terms and provisions of the Plan, which by this reference are incorporated
herein. In the event of any conflict between the provisions of this Agreement
and the Plan, the Plan shall govern. All determinations and interpretations
thereof made by the Committee shall be conclusive and binding on all parties
hereto and upon their successors and assigns.

         EXECUTED as of the_______day of_______________________________

                                       AMERISTAR CASINOS, INC.

                                       By: _____________________________________

ACCEPTED:

_____________________________________________________          _________________
Signature of Optionee                                          Date

                                      -7-

EX-14

                                                                      EXHIBIT 14

                             AMERISTAR CASINOS, INC.

                 CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER,

              CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER

         In my role as Chief Executive Officer ("CEO"), Chief Financial Officer
("CFO") or Chief Accounting Officer of Ameristar Casinos, Inc. (the "Company"),
I agree to adhere to and advocate the following principles and responsibilities
governing professional conduct and ethics:

         1.       Act with honesty and integrity, avoiding actual or apparent
                  conflicts of interest in personal and professional
                  relationships. A "conflict of interest" exists when an
                  individual's private interests interfere or conflict in any
                  way (or even appear to interfere or conflict) with the
                  interests of the Company.

         2.       Provide stockholders and other constituents with information
                  that is accurate, complete, objective, relevant, timely and
                  understandable. If I am the CEO or CFO, I shall review the
                  Company's annual and quarterly reports before certifying and
                  filing them with the Securities and Exchange Commission.

         3.       Comply with all applicable laws, rules and regulations of
                  federal, state and local governments, and other appropriate
                  private and public regulatory agencies.

         4.       Act in good faith, responsibly, with due care, competence and
                  diligence, without misrepresenting material facts or allowing
                  my independent judgment to be subordinated.

         5.       Respect the confidentiality of information acquired in the
                  course of business except when authorized or otherwise legally
                  obligated to disclose the information. I acknowledge that
                  confidential information acquired in the course of business is
                  not to be used for personal advantage.

         6.       Proactively promote ethical behavior among employees of the
                  Company and as a responsible partner with industry peers and
                  associates.

         7.       Maintain control over and responsibly manage all assets and
                  resources employed or entrusted to me by the Company.



         8.       Promptly report illegal or unethical conduct by any director,
                  officer or employee that has occurred, is occurring or may
                  occur, including any violations of this Code of Ethics. Such
                  report shall be made to the Director of Regulatory Compliance
                  and the Chairman of the Audit Committee of the Board of
                  Directors and shall include conduct of a financial or
                  non-financial nature.

         9.       Refrain from directly or indirectly taking any action to
                  improperly influence, coerce or mislead the Company or its
                  independent auditors for the purpose of rendering the
                  financial statements of the Company or its subsidiaries
                  misleading.

         10.      Comply with this Code of Ethics. I understand that if I
                  violate any part of this Code of Ethics, I will be subject to
                  disciplinary action, up to and including termination of
                  employment.

         I understand that if I believe there is a conflict between this Code of
Ethics and a Company policy or procedure or any applicable law, rule or
regulation, I must consult with the Legal Affairs Department for guidance.

         I understand that there shall be no waiver of or amendment to any part
of this Code of Ethics except by the Board of Directors or a designated Board
committee. In the event that a waiver of or amendment to this Code of Ethics is
granted, the notice of the waiver or amendment shall be posted on the Company's
website within five business days of the Board of Directors' or designated Board
committee's action or shall be disclosed otherwise as required by applicable law
or regulation. Notices posted on the Company's website shall remain posted for a
period of 12 months and shall be retained in the Company's files as required by
law.

                                                        /s/ Craig H. Neilsen
                                                    ----------------------------
                                                    Craig H. Neilsen
                                                    Chief Executive Officer

                                                        /s/ Thomas M. Steinbauer
                                                    ----------------------------
                                                    Thomas M. Steinbauer
                                                    Chief Financial Officer

July 18, 2003                                           /s/ Thomas L. Malone
                                                    ----------------------------
                                                    Thomas L. Malone
                                                    Chief Accounting Officer

                                     - 2 -

EX-21

                                                                      EXHIBIT 21

                    SUBSIDIARIES OF AMERISTAR CASINOS, INC.

1. Cactus Pete's, Inc., a Nevada corporation

2. Ameristar Casino Vicksburg, Inc., a Mississippi corporation

3. Ameristar Casino Council Bluffs, Inc., an Iowa corporation

4. Ameristar Casino Las Vegas, Inc., a Nevada corporation

5. A.C. Food Services, Inc., a Nevada corporation

6. Ameristar Casino St. Louis, Inc., a Missouri corporation

7. Ameristar Casino St. Charles, Inc., a Missouri corporation

8. Ameristar Casino Kansas City, Inc., a Missouri corporation

9. AC Harrisburg Development, Inc., a Pennsylvania corporation

EX-23

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement Nos.
33-83378, 333-34313, 333-33860, 333-56612, 333-88270 and 333-108867 on Form S-8
of Ameristar Casinos, Inc. of our report dated March 10, 2004 (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the Company's adoption of Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities, No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an Amendment of FASB Statement No. 133, and No. 142, Goodwill and Other
Intangible Assets), appearing in the Annual Report on Form 10-K of Ameristar
Casinos, Inc. for the year ended December 31, 2003.






/s/ Deloitte & Touche LLP

Las Vegas, Nevada
March 10, 2004

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14 AND
15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Craig H. Neilsen, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ameristar Casinos, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

               (a) Designed such disclosure controls and procedures, or caused such controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

               (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

               (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

               (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to affect the registrant’s ability to record, process, summarize and report financial information; and

               (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 12, 2004

By:	/s/ Craig H. Neilsen
	Craig H. Neilsen
	President and Chief Executive Officer

     On this 12th day of March, 2004, Craig H. Neilsen directed Connie Wilson, in his presence as well as our own, to sign the foregoing document as “Craig H. Neilsen.” Upon viewing the signature as signed by Connie Wilson and in our presence, Craig H. Neilsen declared to us that he adopted it as his own signature.

/s/ Janet Catron

Witness

/s/ Lisa K. Nowak

Witness

STATE OF NEVADA	)
	)  ss.
COUNTY OF CLARK	)

     I, Margene M. Otten, Notary Public in and for said county and state, do hereby certify that Craig H. Neilsen personally appeared before me and is known or identified to me to be the person whose name is subscribed to the within instrument. Craig H. Neilsen, who being unable due to physical incapacity to sign his name or offer his mark, did direct Connie Wilson in his presence, as well as my own, to sign his name to the foregoing document as “Craig H. Neilson”. Craig H. Neilsen, after viewing his name as signed by Connie Wilson, thereupon adopted the signature as his own by acknowledging to me his intention to so adopt as if he had personally executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 12th day of March, 2004.

/s/ Margene M. Otten

Notary Public

	Residing at:   Las Vegas, NV
My Commission Expires:
July 23, 2006

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13A-14 AND
15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas M. Steinbauer, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ameristar Casinos, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 12, 2004

By:	/s/ Thomas M. Steinbauer
	Thomas M. Steinbauer
	Senior Vice President of Finance, Chief Financial Officer and Treasurer

EX-32

EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig H. Neilsen, President and Chief Executive Officer of Ameristar Casinos, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Annual Report on Form 10-K of the Company for the year ended December 31, 2003, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 12, 2004

/s/ Craig H. Neilsen by C. Wilson  

Craig H. Neilsen 

President and Chief Executive Officer of
Ameristar Casinos, Inc. 

On this 12th day of March 2004, Craig H. Neilsen directed Connie Wilson, in his presence as well as our own, to sign the foregoing document as “Craig H. Neilsen.” Upon viewing the signature as signed by Connie Wilson, and in our presence, Craig H. Neilsen declared to us that he adopted it as his own signature.

/s/ Janet Catron  

Witness 

/s/ Lisa K. Nowak  

Witness 

STATE OF NEVADA
 
COUNTY OF CLARK )
) :ss
)

     I, Margene M. Otten, Notary Public in and for said county and state, do hereby certify that Craig H. Neilsen personally appeared before me and is known or identified to me to be the person whose name is subscribed to the within instrument in his capacity as President and Chief Executive Officer of Ameristar Casinos, Inc. Craig H. Neilsen, who being unable due to physical incapacity to sign his own name or offer his mark, did direct Connie Wilson, in his presence, as well as my own, to sign the foregoing document as “Craig H. Neilsen.” Craig H. Neilsen, after viewing his name as signed by Connie Wilson, thereupon adopted it as his own by acknowledging to me his intention to so adopt it as if he had personally executed the same, and further acknowledged to me that he executed the same as the President and Chief Executive

Officer of Ameristar Casinos, Inc.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 12th day of March 2004.

/s/ Margene M. Otten  

Notary Public 

Residing at: Las Vegas 

My Commission Expires: July 23, 2006

I, Thomas M. Steinbauer, Senior Vice President of Finance, Chief Financial Officer and Treasurer of Ameristar Casinos, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Annual Report on Form 10-K of the Company for the year ended December 31, 2003, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 12, 2004

/s/ Thomas M. Steinbauer  

Thomas M. Steinbauer 

Senior Vice President of Finance, Chief
Financial Officer and Treasurer of Ameristar
Casinos, Inc. 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.