S-8
S-8 REG STMT-1997

    As filed with the Securities and Exchange Commission
                     on August 25, 1997
                                               File 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             (IRS Employer
  incorporation or organization)          Identification No.)
              3773 HOWARD HUGHES PARKWAY                       
                    SUITE 490 SOUTH                            
                   LAS VEGAS, NEVADA                        89109
       (Address of Principal Executive Offices)           (Zip Code)
                              
                   AMERISTAR CASINOS, INC.
           MANAGEMENT STOCK OPTION INCENTIVE PLAN
                  (Full Title of the Plan)
                              
                      CRAIG H. NEILSEN
                   AMERISTAR CASINOS, INC.
                 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)
                              
        Please send copies of all correspondence to:
                  GORDON R. KANOFSKY, ESQ.
           SANDERS, BARNET, GOLDMAN, SIMONS & MOSK
                 A PROFESSIONAL CORPORATION
             1901 AVENUE OF THE STARS, SUITE 850
             LOS ANGELES, CALIFORNIA  90067-6078
                       (310) 551-8407
                              
               CALCULATION OF REGISTRATION FEE
                              
                                                               
                               Proposed      Proposed          
  Title of    Amount to be      Maximum       Maximum      Amount of
 Securities    Registered      Offering      Aggregate    Registration
    to be                      Price per     Offering         Fee
 Registered                      Share         Price
Common Stock,    600,000       $4.84(2)     $2,904,000      $880.00
$.01 par        shares(1)
value

(1) Includes an indeterminable number of shares which may be
    issued as a result of anti-dilution provisions set forth in
    the stock option incentive plan to which this Registration
    Statement relates.
(2) Estimated solely for the purpose of calculating the
    registration fee pursuant to clauses (c) and (h) of Rule
    457, based upon the average of the high and low prices for
    the Registrant's Common Stock as reported on the Nasdaq-NMS
    Market on August 21, 1997.

<PAGE>
                      EXPLANATORY NOTE
       
       This  Registration Statement relates to an  amendment
of  the  Ameristar  Casinos, Inc.  Management  Stock  Option
Incentive Plan that increased the aggregate number of shares
of  common  stock  authorized for issuance  thereunder  from
1,000,000  to  1,600,000.  Of such  shares,  1,000,000  have
already been registered pursuant to a Registration Statement
on  Form  S-8 (File No. 33-83378), which was filed with  the
Commission  on  August  29,  1994  (the  "1994  Registration
Statement").    This   Registration  Statement,   therefore,
relates  to the remaining 600,000 shares that may be  issued
pursuant   to   such  plan.   The  contents  of   the   1994
Registration Statement are hereby incorporated by reference.
The   Items  below  contain  information  required  in  this
Registration  Statement that was not included  in  the  1994
Registration  Statement or that has been updated  since  the
filing of the 1994 Registration Statement.
                              
                              
                        <PAGE>PART II
                              
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                              
Item 6.Indemnification of Directors and Officers.
       
       Subsection 1 of Section 78.751 of the Nevada  Revised
Statutes  (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 or 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 78.751 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 despite the adjudication of liability  the
Indemnified  Party  is  fairly and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.
       
       Section  78.751  of the Nevada Law further  provides:
that  to the extent an Indemnified Party has been successful
in the defense of any action, suit or proceeding referred to
in  subsection  (1) or (2) or in the defense of  any  claim,
issue  or  matter therein, the Indemnified  Party  shall  be
indemnified  against  expenses (including  attorneys'  fees)
actually and reasonably incurred by the Indemnified Party in
connection therewith; that indemnification provided  for  by
Section  78.751 shall not be deemed exclusive of  any  other
rights to which the Indemnified Party may be entitled;  that
indemnification,  unless ordered by the  court  or  for  the
advancement of certain expenses, 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;  and  that  the scope of  indemnification  shall
continue as to an Indemnified Party who has ceased  to  hold
one  of  positions specified above, and to his or her heirs,
executors and administrators.
       
       Section   78.752  of  the  Nevada  Law   empowers   a
corporation to purchase and maintain insurance on behalf  of
an  Indemnified  Party  against any  liability  (other  than
intentional misconduct, fraud or a knowing violation of  the
law,  except for advancement of expenses or if ordered by  a
court)  asserted  against such person or  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 would have  the  power  to
indemnify   such  person  against  such  liabilities   under
Section 78.751.
       
       The  Articles  of  Incorporation  of  the  Registrant
provide  that  the personal liability of its  directors  and
officers  for damages for breach of fiduciary duty shall  be
limited to the maximum extent permitted under the Nevada Law
and  that any repeal or modification of such provision shall
be prospective only.

<PAGE>
       
       The    Bylaws   of   the   Registrant   provide   for
indemnification   of   Indemnified   Parties   substantially
identical in scope to that permitted under Section 78.751 of
the  Nevada  Law.  Such Bylaws provide that the expenses  of
directors  and  officers  of  the  Registrant  incurred   in
defending  any  action, suit or proceeding,  whether  civil,
criminal, administrative or investigative, must be  paid  by
the  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 Ameristar.
       
       The  Registrant has a contract for insurance coverage
under  which the Registrant and certain Indemnified  Parties
(including the directors and officers of the 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, the Registrant has entered into indemnification
agreements with its directors and officers that require  the
Registrant to indemnify such directors and officers  to  the
fullest extent permitted by applicable provisions of  Nevada
law, subject to amounts paid by insurance.
       
       Section  3(d) of the stock option incentive  plan  to
which  this  Registration  Statement  related  requires  the
Registrant  to indemnify its directors and officers  against
any and all liabilities, costs and expenses incurred by such
persons  as  a  result of any act, or omission  to  act,  in
connection  with  the performance of such  persons'  duties,
responsibilities and obligations under such plan, other than
such liabilities, costs and expenses as may result from  the
negligence,  bad faith, willful misconduct or criminal  acts
of such persons.
       
       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 1993.

Item 8.Exhibits.
     
            5.1  Opinion of Schreck Morris.
     
            23.1 Consent of Arthur Andersen LLP.
     
            23.2  Consent  of Schreck Morris  (contained  in
            Exhibit 5.1).
     
            24.1 Power of Attorney (see page S-1).
<PAGE>

                         SIGNATURES
                              
     Pursuant to the requirements of the Securities  Act  of
1933, as amended, the undersigned registrant certifies  that
it  has  reasonable grounds to believe 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 August 25, 1997.

                              AMERISTAR CASINOS, INC.
                        (Registrant)

                              By:  /s/ CRAIG H. NEILSEN
                                   Craig H. Neilsen
                                   Chairman of the Board,
                              President and
                                   Chief Executive Officer
                              
                      POWER OF ATTORNEY
       Each    person   whose   signature   appears    below
constitutes and appoints Craig H. Neilsen, John R. Spina and
Thomas M. Steinbauer, or any of them, jointly and severally,
his/her  true and lawful attorneys-in-fact and agents,  with
full  powers of substitution and resubstitution, for him/her
and  in  his/her  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/she
could  do  in  person, including specifically,  but  without
limiting  the  generality of the foregoing,  the  power  and
authority  to  sign his/her 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,  as amended, this Registration Statement has  been
signed below by the following persons in the capacities  and
on the dates indicated.

       SIGNATURE              NAME AND TITLE           DATE
                                                         

                         Craig H. Neilsen,         
                         Chairman of the Board,    
/s/ CRAIG H. NEILSEN     President and Chief       August 25, 1997
                         Executive Officer         
                         (principal executive      
                         officer)
                         
                         Thomas M. Steinbauer,     
                         Senior Vice President of  
                         Finance (principal        
/s/ THOMAS M.            financial officer and     August 25, 1997
STEINBAUER               principal accounting      
                         officer) and Director     
                         
                                                   
                                                   
/s/ JOHN R. SPINA        John R. Spina, Director   August 25, 1997
                                                   
                                                   
                                                   
                                                   
/s/ PAUL I. CORDDRY      Paul I. Corddry,          August 25, 1997
                         Director                  
                                                   
                                                   
                                                   
/s/ LARRY A. HODGES      Larry A. Hodges,          August 25, 1997
                         Director                  


     <PAGE>

     On  this 25th of August 1997, 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/ ANITA JACOBSON
                              Witness


                              /s/ DIANE FOSTER
                              Witness

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

     I,  Janice  S.  Lupton, 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 as if he had personally executed  the
same  both in his individual capacity and in 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 25th day of August 1997.

                              /s/ JANICE S. LUPTON
                              Notary Public

My Commission Expires:  October 23, 2000

Residing at:  Henderson, Nevada

<PAGE>


                        EXHIBIT INDEX
                              
                              
No.  Description of Exhibit         Method of Filing
                                    
5.1  Opinion of Schreck Morris      Filed electronically
                                    herewith
                                    
23.1 Consent of Arthur Andersen     Filed electronically
     LLP                            herewith
                                    
23.2 Consent of Schreck Morris      Contained in Exhibit 5.1
                                    
24.1 Power of Attorney (see page    Filed electronically
     S-1)                           herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18135}]
{"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": "333-34313", "film-number": "97669364"}, "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"}}
S-8
S-8 REG STMT-1997

    As filed with the Securities and Exchange Commission
                     on August 25, 1997
                                               File 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             (IRS Employer
  incorporation or organization)          Identification No.)
              3773 HOWARD HUGHES PARKWAY                       
                    SUITE 490 SOUTH                            
                   LAS VEGAS, NEVADA                        89109
       (Address of Principal Executive Offices)           (Zip Code)
                              
                   AMERISTAR CASINOS, INC.
           MANAGEMENT STOCK OPTION INCENTIVE PLAN
                  (Full Title of the Plan)
                              
                      CRAIG H. NEILSEN
                   AMERISTAR CASINOS, INC.
                 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)
                              
        Please send copies of all correspondence to:
                  GORDON R. KANOFSKY, ESQ.
           SANDERS, BARNET, GOLDMAN, SIMONS & MOSK
                 A PROFESSIONAL CORPORATION
             1901 AVENUE OF THE STARS, SUITE 850
             LOS ANGELES, CALIFORNIA  90067-6078
                       (310) 551-8407
                              
               CALCULATION OF REGISTRATION FEE
                              
                                                               
                               Proposed      Proposed          
  Title of    Amount to be      Maximum       Maximum      Amount of
 Securities    Registered      Offering      Aggregate    Registration
    to be                      Price per     Offering         Fee
 Registered                      Share         Price
Common Stock,    600,000       $4.84(2)     $2,904,000      $880.00
$.01 par        shares(1)
value

(1) Includes an indeterminable number of shares which may be
    issued as a result of anti-dilution provisions set forth in
    the stock option incentive plan to which this Registration
    Statement relates.
(2) Estimated solely for the purpose of calculating the
    registration fee pursuant to clauses (c) and (h) of Rule
    457, based upon the average of the high and low prices for
    the Registrant's Common Stock as reported on the Nasdaq-NMS
    Market on August 21, 1997.
EXPLANATORY NOTE
       
       This  Registration Statement relates to an  amendment
of  the  Ameristar  Casinos, Inc.  Management  Stock  Option
Incentive Plan that increased the aggregate number of shares
of  common  stock  authorized for issuance  thereunder  from
1,000,000  to  1,600,000.  Of such  shares,  1,000,000  have
already been registered pursuant to a Registration Statement
on  Form  S-8 (File No. 33-83378), which was filed with  the
Commission  on  August  29,  1994  (the  "1994  Registration
Statement").    This   Registration  Statement,   therefore,
relates  to the remaining 600,000 shares that may be  issued
pursuant   to   such  plan.   The  contents  of   the   1994
Registration Statement are hereby incorporated by reference.
The   Items  below  contain  information  required  in  this
Registration  Statement that was not included  in  the  1994
Registration  Statement or that has been updated  since  the
filing of the 1994 Registration Statement.
PART II
                              
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                              
Item 6.Indemnification of Directors and Officers.
       
       Subsection 1 of Section 78.751 of the Nevada  Revised
Statutes  (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 or 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 78.751 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 despite the adjudication of liability  the
Indemnified  Party  is  fairly and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.
       
       Section  78.751  of the Nevada Law further  provides:
that  to the extent an Indemnified Party has been successful
in the defense of any action, suit or proceeding referred to
in  subsection  (1) or (2) or in the defense of  any  claim,
issue  or  matter therein, the Indemnified  Party  shall  be
indemnified  against  expenses (including  attorneys'  fees)
actually and reasonably incurred by the Indemnified Party in
connection therewith; that indemnification provided  for  by
Section  78.751 shall not be deemed exclusive of  any  other
rights to which the Indemnified Party may be entitled;  that
indemnification,  unless ordered by the  court  or  for  the
advancement of certain expenses, 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;  and  that  the scope of  indemnification  shall
continue as to an Indemnified Party who has ceased  to  hold
one  of  positions specified above, and to his or her heirs,
executors and administrators.
       
       Section   78.752  of  the  Nevada  Law   empowers   a
corporation to purchase and maintain insurance on behalf  of
an  Indemnified  Party  against any  liability  (other  than
intentional misconduct, fraud or a knowing violation of  the
law,  except for advancement of expenses or if ordered by  a
court)  asserted  against such person or  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 would have  the  power  to
indemnify   such  person  against  such  liabilities   under
Section 78.751.
       
       The  Articles  of  Incorporation  of  the  Registrant
provide  that  the personal liability of its  directors  and
officers  for damages for breach of fiduciary duty shall  be
limited to the maximum extent permitted under the Nevada Law
and  that any repeal or modification of such provision shall
be prospective only.
The    Bylaws   of   the   Registrant   provide   for
indemnification   of   Indemnified   Parties   substantially
identical in scope to that permitted under Section 78.751 of
the  Nevada  Law.  Such Bylaws provide that the expenses  of
directors  and  officers  of  the  Registrant  incurred   in
defending  any  action, suit or proceeding,  whether  civil,
criminal, administrative or investigative, must be  paid  by
the  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 Ameristar.
       
       The  Registrant has a contract for insurance coverage
under  which the Registrant and certain Indemnified  Parties
(including the directors and officers of the 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, the Registrant has entered into indemnification
agreements with its directors and officers that require  the
Registrant to indemnify such directors and officers  to  the
fullest extent permitted by applicable provisions of  Nevada
law, subject to amounts paid by insurance.
       
       Section  3(d) of the stock option incentive  plan  to
which  this  Registration  Statement  related  requires  the
Registrant  to indemnify its directors and officers  against
any and all liabilities, costs and expenses incurred by such
persons  as  a  result of any act, or omission  to  act,  in
connection  with  the performance of such  persons'  duties,
responsibilities and obligations under such plan, other than
such liabilities, costs and expenses as may result from  the
negligence,  bad faith, willful misconduct or criminal  acts
of such persons.
       
       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 1993.

Item 8.Exhibits.
     
            5.1  Opinion of Schreck Morris.
     
            23.1 Consent of Arthur Andersen LLP.
     
            23.2  Consent  of Schreck Morris  (contained  in
            Exhibit 5.1).
     
            24.1 Power of Attorney (see page S-1).
SIGNATURES
                              
     Pursuant to the requirements of the Securities  Act  of
1933, as amended, the undersigned registrant certifies  that
it  has  reasonable grounds to believe 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 August 25, 1997.

                              AMERISTAR CASINOS, INC.
                        (Registrant)

                              By:  /s/ CRAIG H. NEILSEN
                                   Craig H. Neilsen
                                   Chairman of the Board,
                              President and
                                   Chief Executive Officer
                              
                      POWER OF ATTORNEY
       Each    person   whose   signature   appears    below
constitutes and appoints Craig H. Neilsen, John R. Spina and
Thomas M. Steinbauer, or any of them, jointly and severally,
his/her  true and lawful attorneys-in-fact and agents,  with
full  powers of substitution and resubstitution, for him/her
and  in  his/her  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/she
could  do  in  person, including specifically,  but  without
limiting  the  generality of the foregoing,  the  power  and
authority  to  sign his/her 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,  as amended, this Registration Statement has  been
signed below by the following persons in the capacities  and
on the dates indicated.

       SIGNATURE              NAME AND TITLE           DATE
                                                         

                         Craig H. Neilsen,         
                         Chairman of the Board,    
/s/ CRAIG H. NEILSEN     President and Chief       August 25, 1997
                         Executive Officer         
                         (principal executive      
                         officer)
                         
                         Thomas M. Steinbauer,     
                         Senior Vice President of  
                         Finance (principal        
/s/ THOMAS M.            financial officer and     August 25, 1997
STEINBAUER               principal accounting      
                         officer) and Director     
                         
                                                   
                                                   
/s/ JOHN R. SPINA        John R. Spina, Director   August 25, 1997
                                                   
                                                   
                                                   
                                                   
/s/ PAUL I. CORDDRY      Paul I. Corddry,          August 25, 1997
                         Director                  
                                                   
                                                   
                                                   
/s/ LARRY A. HODGES      Larry A. Hodges,          August 25, 1997
                         Director
On  this 25th of August 1997, 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/ ANITA JACOBSON
                              Witness

                              /s/ DIANE FOSTER
                              Witness

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

     I,  Janice  S.  Lupton, 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 as if he had personally executed  the
same  both in his individual capacity and in 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 25th day of August 1997.

                              /s/ JANICE S. LUPTON
                              Notary Public

My Commission Expires:  October 23, 2000

Residing at:  Henderson, Nevada
EXHIBIT INDEX
                              
                              
No.  Description of Exhibit         Method of Filing
                                    
5.1  Opinion of Schreck Morris      Filed electronically
                                    herewith
                                    
23.1 Consent of Arthur Andersen     Filed electronically
     LLP                            herewith
                                    
23.2 Consent of Schreck Morris      Contained in Exhibit 5.1
                                    
24.1 Power of Attorney (see page    Filed electronically
     S-1)                           herewith