As filed with the Securities and Exchange Commission on March 31, 2000
                     Registration Statement No. 333-_____


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

              Nevada                               88-0304799
  (State or Other Jurisdiction of               (I.R.S. Employer
   Incorporation or Organization)              Identification No.)

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

                        1999 Stock Incentive Plan
                         (Full Title of the Plan)

                             Craig H. Neilsen
       President, Chairman of the Board and Chief Executive Officer
                        3773 Howard Hughes Parkway
                              Suite 490 South
                          Las Vegas, Nevada 89109
                  (Name and Address of Agent for Service)

                               (702) 567-7000
       (Telephone Number, Including Area Code, of Agent for Service)

                      Calculation of Registration Fee
  Title of                      Proposed       Proposed
 Each Class    Amount To Be      Maximum        Maximum       Amount of
     Of         Registered      Offering       Aggregate    Registration
 Securities        (1)            Price        Offering      Fee (1)(2)
   To Be                      Per Unit (2)   Price (1)(2)
 Registered

   Common       2,600,000        $ 3.77       $ 9,802,000      $ 2,588
Stock, $0.01
 par value

(1)  The number of shares of Common Stock is the maximum number of shares
     available for distribution under the 1999 Stock Incentive Plan of
     Registrant.  This Registration Statement also covers such
     indeterminable number of shares as may become issuable as a result of
     anti-dilution provisions set forth in the Plan.

(2)  Calculated solely for the purpose of determining the registration fee
     and based upon $3.77 per share of the Common Stock, representing the
     average of the high and low sale prices of the Common Stock on March
     27, 2000 as reported by NASDAQ.


                        EXPLANATORY NOTE

     This Registration Statement relates to up to 2,600,000
shares of the Common Stock, $0.01 par value, of Ameristar
Casinos, Inc., a Nevada corporation (the "Registrant"), that are
available for distribution under the 1999 Stock Incentive Plan of
Registrant (the "Plan").  The Plan provides for awards in the
form of restricted stock and/or stock options (including both
incentive and non-qualified stock options).  The maximum number
of shares available for distribution under the Plan is subject to
adjustment as a result of certain anti-dilution provisions in the
Plan.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference into this
Registration Statement the following documents:

     (a)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999; and

     (b)  The description of the Common Stock contained in
Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended.

     All documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     Subsection  1  of  Section  78.037  of  the  Nevada  Revised
Statutes  (the "Nevada Law") empowers a corporation to  eliminate
or  limit the personal liability of a director or officer to  the
corporation  or  its  stockholders  for  damages  for  breach  of
fiduciary  duty  as a director or officer, but such  a  provision
must  not  eliminate  or limit the liability  of  a  director  or
officer  for  (a)  acts  or omissions which  involve  intentional
misconduct,  fraud  or a knowing violation  of  law  or  (b)  the
payment  of distributions in violation of Section 78.300  of  the
Nevada Law.

     The  Articles  of  Incorporation  of  Registrant  limit  the
personal liability of its directors and officers for damages  for
breach  of fiduciary duty in a manner identical in scope to  that
permitted under the Nevada Law.  The Articles of Incorporation of
Registrant also provide that any repeal or modification  of  that
provision shall apply prospectively only.

     Subsection 1 of Section 78.7502 of the Nevada Law empowers a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (an "Indemnified Party"), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnified Party in
connection with such action, suit or proceeding if the
Indemnified Party acted in good faith and in a manner the
Indemnified Party reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceedings, had no reasonable cause to
believe the Indemnified Party's conduct was unlawful.

     Subsection 2 of Section 78.7502 of the Nevada Law empowers a
corporation to indemnify any Indemnified Party who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person acted in the capacity of an Indemnified
Party against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by the
Indemnified Party in connection with the defense or settlement of
such action or suit if the Indemnified Party acted under
standards similar to those set forth above, except that no
indemnification may be made in respect of any claim, issue or
matter as to which the Indemnified Party shall have been adjudged
to be liable to the corporation or for amounts paid in settlement
to the corporation unless and only to the extent that the court
in which such action or suit was brought determines upon
application that in view of all the circumstances the Indemnified
Party is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

     Section 78.7502 of the Nevada Law further provides that to
the extent an Indemnified Party has been successful on the merits
or otherwise in the defense of any action, suit or proceeding
referred to in subsection (1) or (2) described above or in the
defense of any claim, issue or matter therein, the corporation
shall indemnify the Indemnified Party against expenses (including
attorneys' fees) actually and reasonably incurred by the
Indemnified Party in connection therewith.

     Subsection 1 of Section 78.751 of the Nevada Law provides
that any discretionary indemnification under Section 78.7502 of
the Nevada Law, unless ordered by a court or advanced pursuant to
Subsection 2 of Section 78.751, may be made by a corporation only
as authorized in the specific case upon a determination that
indemnification of the Indemnified Person is proper in the
circumstances.  Such determination must be made (a) by the
stockholders, (b) by the board of directors of the corporation by
majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, (c) if a majority vote
of a quorum of such disinterested directors so orders, by
independent legal counsel in a written opinion, or (d) by
independent legal counsel in a written opinion if a quorum of
such disinterested directors cannot be obtained.

     Subsection 2 of Section 78.751 of the Nevada Law provides
that a corporation's articles of incorporation or bylaws or an
agreement made by the corporation may require the corporation to
pay as incurred and in advance of the final disposition of a
criminal or civil action, suit or proceeding, the expenses of
officers and directors in defending such action, suit or
proceeding upon receipt by the corporation of an undertaking by
or on behalf of the officer or director to repay the amount if it
is ultimately determined by a court that he is not entitled to be
indemnified by the corporation.  Said Subsection 2 further
provides that the provisions of that Subsection 2 do not affect
any rights to advancement of expenses to which corporate
personnel other than officers and directors may be entitled under
contract or otherwise by law.

     Subsection 3 of Section 78.751 of the Nevada Law provides
that indemnification and advancement of expenses authorized in or
ordered by a court pursuant to said Section 78.751 does not
exclude any other rights to which the Indemnified Party may be
entitled under the articles of incorporation or any by-law,
agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or in
another capacity while holding his office.  However,
indemnification, unless ordered by a court pursuant to Section
78.7502 or for the advancement of expenses under Subsection 2 of
Section 78.751 of the Nevada Law, may not be made to or on behalf
of any director or officer of the corporation if a final
adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.  Additionally,
the scope of such indemnification and advancement of expenses
shall continue as to an Indemnified Party who has ceased to hold
one of positions specified above, and shall inure to the benefit
of his or her heirs, executors and administrators.

     Section 78.752 of the Nevada Law empowers a corporation to
purchase and maintain insurance or make other financial
arrangements on behalf of an Indemnified Party for any liability
asserted against such person and liabilities and expenses
incurred by such person in his or her capacity as an Indemnified
Party or arising out of such person's status as an Indemnified
Party whether or not the corporation has the authority to
indemnify such person against such liability and expenses.

     The  Bylaws  of  Registrant provide for  indemnification  of
Indemnified  Parties substantially identical  in  scope  to  that
permitted  under  the Nevada Law. Such Bylaws  provide  that  the
expenses  of  directors  and officers of Registrant  incurred  in
defending   any  action,  suit  or  proceeding,  whether   civil,
criminal,  administrative  or  investigative,  must  be  paid  by
Registrant  as  they  are incurred and in advance  of  the  final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of such director or officer to  repay
all amounts so advanced if it is ultimately determined by a court
of  competent  jurisdiction that the director or officer  is  not
entitled to be indemnified by Registrant.

     Registrant has a contract for insurance coverage under which
Registrant   and  certain  Indemnified  Parties  (including   the
directors  and  officers  of Registrant)  are  indemnified  under
certain circumstances with respect to litigation and other  costs
and  liabilities arising out of actual or alleged  misconduct  of
such  Indemnified  Parties. In addition, Registrant  has  entered
into  indemnification agreements with its directors and  officers
that  require Registrant to indemnify such directors and officers
to  the  fullest  extent  permitted by applicable  provisions  of
Nevada law, subject to amounts paid by insurance.

     The    above-described   provisions    relating    to    the
indemnification of directors and officers are sufficiently  broad
to   permit  the  indemnification  of  such  persons  in  certain
circumstances  against  liabilities (including  reimbursement  of
expenses incurred) arising under the Securities Act of 1933.

     Item 7.  Exemption from Registration Claimed.

     Not applicable.

     Item 8.  Exhibits.

     Exhibit 5.1    Opinion of Schreck Morris.

     Exhibit  23.1   Consent of Arthur Andersen LLP,  independent
auditors.

     Exhibit  23.2    Consent  of Schreck  Morris  (contained  in
Exhibit 5.1).

     Exhibit  24.1    Power of Attorney (contained  in  signature
page).

     Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     Registration Statement:

               (i)    To  include  any  prospectus  required   by
          Section 10(a)(3) of the Securities Act of 1933;

               (ii)   To  reflect in the prospectus any facts  or
          events  arising  after  the  effective  date  of   this
          Registration  Statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information set forth in this Registration Statement;

               (iii)   To  include any material information  with
          respect  to  the  plan of distribution  not  previously
          disclosed  in  this  Registration  Statement   or   any
          material   change   to   such   information   in   this
          Registration Statement;

     provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall  not apply if the information required to be  included
     in   a  post-effective  amendment  by  those  paragraphs  is
     contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934 that are incorporated
     by reference into this Registration Statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof; and

          (3)   To  remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
Section  13(a) or 15(d) of the Securities Exchange  Act  of  1934
that  is incorporated by reference in this Registration Statement
shall  be  deemed to be a new registration statement relating  to
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers,  and controlling persons of the Registrant pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate  jurisdiction the question whether  such  indemnifica
tion  by it is against public policy as expressed in the Act  and
will be governed by the final adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Las Vegas, State of Nevada, on March 29, 2000.

                              AMERISTAR CASINOS, INC.


                              By:    /s/ Craig H.Neilsen
                                     Craig H. Neilsen, President,
                                     Chairman of the Board and Chief
                                     Executive Officer

     POWER OF ATTORNEY: Each person whose signature appears below
constitutes  and  appoints  Craig  H.  Neilsen  and   Thomas   M.
Steinbauer,  or either of them, jointly and severally,  his  true
and  lawful  attorneys-in-fact and agents, with  full  powers  of
substitution and resubstitution, for him and in his  name,  place
and  stead,  in any and all capacities, to do any and all  things
and  to  execute any and all instruments which said attorneys-in-
fact  and  agents deem necessary or advisable to enable Ameristar
Casinos,  Inc.  to comply with the Securities  Act  of  1933,  as
amended,  and  any  rules, regulations and  requirements  of  the
Securities   and  Exchange  Commission  in  respect  thereof   in
connection  with this Registration Statement to the  same  extent
that  he  could do in person, including specifically, but without
limiting the generality of the foregoing, the power and authority
to  sign  his  name  on any and all amendments  (including  post-
effective amendments) to this Registration Statement, and to file
the  same with all exhibits to, and other documents in connection
with,  this  Registration  Statement  with  the  Securities   and
Exchange Commission.

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

     Signature                 Title                  Date

/s/Craig H. Neilsen      President, Chairman of    March 29, 2000
Craig H. Neilsen         the Board and Chief
                         Executive Officer
                         (Principal Executive
                         Officer)

/s/Thomas M. Steinbauer  Senior Vice President     March 29, 2000
Thomas M. Steinbauer     and Chief Financial
                         Officer (Principal
                         Financial Officer and
                         Principal Accounting
                         Officer) and Director

/s/Paul I. Corddry       Director                  March 29, 2000
Paul I, Corddry


/s/Larry A. Hodges       Director                  March 29, 2000
Larry A, Hodges


/s/Warren E. Mccain      Director                  March 29, 2000
Warren  E.McCain

      On  this 29th day of March, 2000, Craig H. Neilsen directed
Chris  Hinton, in his presence as well as our own,  to  sign  the
foregoing  document  as  "Craig H.  Neilsen."  Upon  viewing  the
signatures  as signed by Chris Hinton and in our presence,  Craig
H.  Neilsen  declared  to  us that he adopted  them  as  his  own
signatures.


                                             /s/ Karen Ahmad
                                             Witness


                                             /s/ Susan Viccairelli
                                             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
Chairman  of the Board, 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 Chris Hinton, in his presence, as well as my own, to  sign
his  name  to  the foregoing document.  Craig H.  Neilsen,  after
viewing his name as signed by Chris Hinton, 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 29th day of  March, 2000.


                                  /s/ Margene M. Otten
                                   Notary Public

My Commission Expires:   July 23, 2002

Residing at:             Las Vegas, Nevada


                        EXHIBIT INDEX


Number    Exhibit                            Method of Filing

5.1       Opinion of Schreck Morris          Filed electronically herewith.

23.1      Consent of Arthur Andersen LLP,    Filed electronically herewith.
          independent auditors.

23.2      Consent of Schreck Morris          Contained in Exhibit 5.1.

24.1      Power of Attorney.                 Contained in signature page.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23250}]
{"company-data": {"conformed-name": "AMERISTAR CASINOS INC", "cik": "0000912145", "assigned-sic": "7990", "irs-number": "880304799", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33860", "film-number": "591951"}, "business-address": {"street1": "3773 HOWARD HUGHES PKWY", "street2": "SUITE 490 SOUTH", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "702-567-7000"}, "mail-address": {"street1": "3773 HOWARD HUGHES PKWY", "street2": "SUITE 490 SOUTH", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}}
As filed with the Securities and Exchange Commission on March 31, 2000
                     Registration Statement No. 333-_____

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

              Nevada                               88-0304799
  (State or Other Jurisdiction of               (I.R.S. Employer
   Incorporation or Organization)              Identification No.)

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

                        1999 Stock Incentive Plan
                         (Full Title of the Plan)

                             Craig H. Neilsen
       President, Chairman of the Board and Chief Executive Officer
                        3773 Howard Hughes Parkway
                              Suite 490 South
                          Las Vegas, Nevada 89109
                  (Name and Address of Agent for Service)

                               (702) 567-7000
       (Telephone Number, Including Area Code, of Agent for Service)

                      Calculation of Registration Fee
  Title of                      Proposed       Proposed
 Each Class    Amount To Be      Maximum        Maximum       Amount of
     Of         Registered      Offering       Aggregate    Registration
 Securities        (1)            Price        Offering      Fee (1)(2)
   To Be                      Per Unit (2)   Price (1)(2)
 Registered

   Common       2,600,000        $ 3.77       $ 9,802,000      $ 2,588
Stock, $0.01
 par value

(1)  The number of shares of Common Stock is the maximum number of shares
     available for distribution under the 1999 Stock Incentive Plan of
     Registrant.  This Registration Statement also covers such
     indeterminable number of shares as may become issuable as a result of
     anti-dilution provisions set forth in the Plan.

(2)  Calculated solely for the purpose of determining the registration fee
     and based upon $3.77 per share of the Common Stock, representing the
     average of the high and low sale prices of the Common Stock on March
     27, 2000 as reported by NASDAQ.

                        EXPLANATORY NOTE

     This Registration Statement relates to up to 2,600,000
shares of the Common Stock, $0.01 par value, of Ameristar
Casinos, Inc., a Nevada corporation (the "Registrant"), that are
available for distribution under the 1999 Stock Incentive Plan of
Registrant (the "Plan").  The Plan provides for awards in the
form of restricted stock and/or stock options (including both
incentive and non-qualified stock options).  The maximum number
of shares available for distribution under the Plan is subject to
adjustment as a result of certain anti-dilution provisions in the
Plan.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The Registrant hereby incorporates by reference into this
Registration Statement the following documents:

     (a)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999; and

     (b)  The description of the Common Stock contained in
Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended.

     All documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     Subsection  1  of  Section  78.037  of  the  Nevada  Revised
Statutes  (the "Nevada Law") empowers a corporation to  eliminate
or  limit the personal liability of a director or officer to  the
corporation  or  its  stockholders  for  damages  for  breach  of
fiduciary  duty  as a director or officer, but such  a  provision
must  not  eliminate  or limit the liability  of  a  director  or
officer  for  (a)  acts  or omissions which  involve  intentional
misconduct,  fraud  or a knowing violation  of  law  or  (b)  the
payment  of distributions in violation of Section 78.300  of  the
Nevada Law.

     The  Articles  of  Incorporation  of  Registrant  limit  the
personal liability of its directors and officers for damages  for
breach  of fiduciary duty in a manner identical in scope to  that
permitted under the Nevada Law.  The Articles of Incorporation of
Registrant also provide that any repeal or modification  of  that
provision shall apply prospectively only.

     Subsection 1 of Section 78.7502 of the Nevada Law empowers a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (an "Indemnified Party"), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnified Party in
connection with such action, suit or proceeding if the
Indemnified Party acted in good faith and in a manner the
Indemnified Party reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceedings, had no reasonable cause to
believe the Indemnified Party's conduct was unlawful.

     Subsection 2 of Section 78.7502 of the Nevada Law empowers a
corporation to indemnify any Indemnified Party who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person acted in the capacity of an Indemnified
Party against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by the
Indemnified Party in connection with the defense or settlement of
such action or suit if the Indemnified Party acted under
standards similar to those set forth above, except that no
indemnification may be made in respect of any claim, issue or
matter as to which the Indemnified Party shall have been adjudged
to be liable to the corporation or for amounts paid in settlement
to the corporation unless and only to the extent that the court
in which such action or suit was brought determines upon
application that in view of all the circumstances the Indemnified
Party is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

     Section 78.7502 of the Nevada Law further provides that to
the extent an Indemnified Party has been successful on the merits
or otherwise in the defense of any action, suit or proceeding
referred to in subsection (1) or (2) described above or in the
defense of any claim, issue or matter therein, the corporation
shall indemnify the Indemnified Party against expenses (including
attorneys' fees) actually and reasonably incurred by the
Indemnified Party in connection therewith.

     Subsection 1 of Section 78.751 of the Nevada Law provides
that any discretionary indemnification under Section 78.7502 of
the Nevada Law, unless ordered by a court or advanced pursuant to
Subsection 2 of Section 78.751, may be made by a corporation only
as authorized in the specific case upon a determination that
indemnification of the Indemnified Person is proper in the
circumstances.  Such determination must be made (a) by the
stockholders, (b) by the board of directors of the corporation by
majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, (c) if a majority vote
of a quorum of such disinterested directors so orders, by
independent legal counsel in a written opinion, or (d) by
independent legal counsel in a written opinion if a quorum of
such disinterested directors cannot be obtained.

     Subsection 2 of Section 78.751 of the Nevada Law provides
that a corporation's articles of incorporation or bylaws or an
agreement made by the corporation may require the corporation to
pay as incurred and in advance of the final disposition of a
criminal or civil action, suit or proceeding, the expenses of
officers and directors in defending such action, suit or
proceeding upon receipt by the corporation of an undertaking by
or on behalf of the officer or director to repay the amount if it
is ultimately determined by a court that he is not entitled to be
indemnified by the corporation.  Said Subsection 2 further
provides that the provisions of that Subsection 2 do not affect
any rights to advancement of expenses to which corporate
personnel other than officers and directors may be entitled under
contract or otherwise by law.

     Subsection 3 of Section 78.751 of the Nevada Law provides
that indemnification and advancement of expenses authorized in or
ordered by a court pursuant to said Section 78.751 does not
exclude any other rights to which the Indemnified Party may be
entitled under the articles of incorporation or any by-law,
agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or in
another capacity while holding his office.  However,
indemnification, unless ordered by a court pursuant to Section
78.7502 or for the advancement of expenses under Subsection 2 of
Section 78.751 of the Nevada Law, may not be made to or on behalf
of any director or officer of the corporation if a final
adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.  Additionally,
the scope of such indemnification and advancement of expenses
shall continue as to an Indemnified Party who has ceased to hold
one of positions specified above, and shall inure to the benefit
of his or her heirs, executors and administrators.

     Section 78.752 of the Nevada Law empowers a corporation to
purchase and maintain insurance or make other financial
arrangements on behalf of an Indemnified Party for any liability
asserted against such person and liabilities and expenses
incurred by such person in his or her capacity as an Indemnified
Party or arising out of such person's status as an Indemnified
Party whether or not the corporation has the authority to
indemnify such person against such liability and expenses.

     The  Bylaws  of  Registrant provide for  indemnification  of
Indemnified  Parties substantially identical  in  scope  to  that
permitted  under  the Nevada Law. Such Bylaws  provide  that  the
expenses  of  directors  and officers of Registrant  incurred  in
defending   any  action,  suit  or  proceeding,  whether   civil,
criminal,  administrative  or  investigative,  must  be  paid  by
Registrant  as  they  are incurred and in advance  of  the  final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of such director or officer to  repay
all amounts so advanced if it is ultimately determined by a court
of  competent  jurisdiction that the director or officer  is  not
entitled to be indemnified by Registrant.

     Registrant has a contract for insurance coverage under which
Registrant   and  certain  Indemnified  Parties  (including   the
directors  and  officers  of Registrant)  are  indemnified  under
certain circumstances with respect to litigation and other  costs
and  liabilities arising out of actual or alleged  misconduct  of
such  Indemnified  Parties. In addition, Registrant  has  entered
into  indemnification agreements with its directors and  officers
that  require Registrant to indemnify such directors and officers
to  the  fullest  extent  permitted by applicable  provisions  of
Nevada law, subject to amounts paid by insurance.

     The    above-described   provisions    relating    to    the
indemnification of directors and officers are sufficiently  broad
to   permit  the  indemnification  of  such  persons  in  certain
circumstances  against  liabilities (including  reimbursement  of
expenses incurred) arising under the Securities Act of 1933.

     Item 7.  Exemption from Registration Claimed.

     Not applicable.

     Item 8.  Exhibits.

     Exhibit 5.1    Opinion of Schreck Morris.

     Exhibit  23.1   Consent of Arthur Andersen LLP,  independent
auditors.

     Exhibit  23.2    Consent  of Schreck  Morris  (contained  in
Exhibit 5.1).

     Exhibit  24.1    Power of Attorney (contained  in  signature
page).

     Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     Registration Statement:

               (i)    To  include  any  prospectus  required   by
          Section 10(a)(3) of the Securities Act of 1933;

               (ii)   To  reflect in the prospectus any facts  or
          events  arising  after  the  effective  date  of   this
          Registration  Statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information set forth in this Registration Statement;

               (iii)   To  include any material information  with
          respect  to  the  plan of distribution  not  previously
          disclosed  in  this  Registration  Statement   or   any
          material   change   to   such   information   in   this
          Registration Statement;

     provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall  not apply if the information required to be  included
     in   a  post-effective  amendment  by  those  paragraphs  is
     contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934 that are incorporated
     by reference into this Registration Statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof; and

          (3)   To  remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
Section  13(a) or 15(d) of the Securities Exchange  Act  of  1934
that  is incorporated by reference in this Registration Statement
shall  be  deemed to be a new registration statement relating  to
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers,  and controlling persons of the Registrant pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate  jurisdiction the question whether  such  indemnifica
tion  by it is against public policy as expressed in the Act  and
will be governed by the final adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Las Vegas, State of Nevada, on March 29, 2000.

                              AMERISTAR CASINOS, INC.

                              By:    /s/ Craig H.Neilsen
                                     Craig H. Neilsen, President,
                                     Chairman of the Board and Chief
                                     Executive Officer

     POWER OF ATTORNEY: Each person whose signature appears below
constitutes  and  appoints  Craig  H.  Neilsen  and   Thomas   M.
Steinbauer,  or either of them, jointly and severally,  his  true
and  lawful  attorneys-in-fact and agents, with  full  powers  of
substitution and resubstitution, for him and in his  name,  place
and  stead,  in any and all capacities, to do any and all  things
and  to  execute any and all instruments which said attorneys-in-
fact  and  agents deem necessary or advisable to enable Ameristar
Casinos,  Inc.  to comply with the Securities  Act  of  1933,  as
amended,  and  any  rules, regulations and  requirements  of  the
Securities   and  Exchange  Commission  in  respect  thereof   in
connection  with this Registration Statement to the  same  extent
that  he  could do in person, including specifically, but without
limiting the generality of the foregoing, the power and authority
to  sign  his  name  on any and all amendments  (including  post-
effective amendments) to this Registration Statement, and to file
the  same with all exhibits to, and other documents in connection
with,  this  Registration  Statement  with  the  Securities   and
Exchange Commission.

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

     Signature                 Title                  Date

/s/Craig H. Neilsen      President, Chairman of    March 29, 2000
Craig H. Neilsen         the Board and Chief
                         Executive Officer
                         (Principal Executive
                         Officer)

/s/Thomas M. Steinbauer  Senior Vice President     March 29, 2000
Thomas M. Steinbauer     and Chief Financial
                         Officer (Principal
                         Financial Officer and
                         Principal Accounting
                         Officer) and Director

/s/Paul I. Corddry       Director                  March 29, 2000
Paul I, Corddry

/s/Larry A. Hodges       Director                  March 29, 2000
Larry A, Hodges

/s/Warren E. Mccain      Director                  March 29, 2000
Warren  E.McCain

      On  this 29th day of March, 2000, Craig H. Neilsen directed
Chris  Hinton, in his presence as well as our own,  to  sign  the
foregoing  document  as  "Craig H.  Neilsen."  Upon  viewing  the
signatures  as signed by Chris Hinton and in our presence,  Craig
H.  Neilsen  declared  to  us that he adopted  them  as  his  own
signatures.

                                             /s/ Karen Ahmad
                                             Witness

                                             /s/ Susan Viccairelli
                                             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
Chairman  of the Board, 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 Chris Hinton, in his presence, as well as my own, to  sign
his  name  to  the foregoing document.  Craig H.  Neilsen,  after
viewing his name as signed by Chris Hinton, 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 29th day of  March, 2000.

                                  /s/ Margene M. Otten
                                   Notary Public

My Commission Expires:   July 23, 2002

Residing at:             Las Vegas, Nevada

                        EXHIBIT INDEX

Number    Exhibit                            Method of Filing

5.1       Opinion of Schreck Morris          Filed electronically herewith.

23.1      Consent of Arthur Andersen LLP,    Filed electronically herewith.
          independent auditors.

23.2      Consent of Schreck Morris          Contained in Exhibit 5.1.

24.1      Power of Attorney.                 Contained in signature page.