SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]

/X/
Filed by a Partyparty other than the Registrant [_]

/ /
Check the appropriate box:

[_]  Preliminary Proxy Statement

[_]  Confidential, for Use of the
     Commission Only (as permitted by
     Rule 14a-6(e)(2))

[X]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                          EUROPA CRUISES
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
      ( as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Materials pursuant to Rule 14a-2
DIAMONDHEAD CASINO CORPORATION
- --------------------------------------------------------------------------------
               (Name
(Name of Registrant as Specifiedspecified in its Charter)


- --------------------------------------------------------------------------------
     (Name
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
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[_]
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(2) Aggregate number of securities to which transaction applies:

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         the filing fee is calculated and state how it was determined):

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                          EUROPA CRUISES
DIAMONDHEAD CASINO CORPORATION
                              150 - 153rd
150-153rd Avenue Suite 200
                            202
Madeira Beach, FLFlorida 33708
                               ________________

                   
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 6, 2000
                               ________________

APRIL 13, 2004
TO THE STOCKHOLDERS OF EUROPA CRUISESDIAMONDHEAD CASINO CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Meeting"“Meeting”) of Europa CruisesDiamondhead Casino Corporation, a Delaware Corporation (the "Company"“Company”), will be held on Friday, October 6, 2000Tuesday, April 13, 2004, at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 10:11:00 a.m., local time, for the following purposes:

     (1)  To elect five directors to hold office until the next annual meeting
          of stockholders and until their successors have been duly elected and
          qualified.

     (2)  To transact such other business as may properly come before the
          Meeting and any adjournments thereof.

     
(1)
To elect six Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
(2)
To ratify the appointment of Friedman, Alpren & Green LLP, as the Company’s independent auditors.
(3)
To transact such other business as may properly come before the Meeting and any adjournment or postponements thereof.
The Board of Directors has fixed the close of business on August 21, 2000March 1, 2004 as the record dateRecord Date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournments thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.

     IN PERSON.
The annual report to stockholders of Europa CruisesDiamondhead Casino Corporation for the year ended December 31, 19992003 is enclosed. A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose germane to the Meeting, during ordinary business hours at least ten days prior to the Meeting at the principal place whereof business of the Meeting is
to be held.corporation at 150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.
By Order of the Board of Directors
Deborah A. Vitale, Chairman of the Board,
President, Chief Executive Officer, and Treasurer
March 4, 2004
DIAMONDHEAD CASINO CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished with the solicitation of the Board of Directors


                              Deborah A. Vitale
                              Chairman of the Board,
September 6, 2000             President, Chief Executive Officer, Secretary
                                 and Treasurer


                           EUROPA CRUISES CORPORATION
                                ________________

                                PROXY STATEMENT
                                ________________

     The enclosed proxy is solicited byproxies on behalf the Board of Directors (the "Board"“Board”) of Europa CruisesDiamondhead Casino Corporation (the “Company”), a Delaware corporation, (the "Company"), for useto be voted at the annual meetingAnnual Meeting of stockholders, and any adjournments thereof (the
"Meeting"),Stockholders to be held on Friday, October 6, 2000Tuesday, April 13, 2004 at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 10:11:00 a.m., local time, for the purposes
set forthand at any adjournments or postponements thereof.
All expenses incurred in the foregoing Notice of Annual Meeting of Stockholders (the
"Notice").

     All costs ofconnection with this solicitation of proxies will be borne by the Company. In
addition to solicitationsSolicitations may be undertaken by mail, the Company'stelephone, electronic means and personal contact by directors, officers, and regular employees of the Company without additional remuneration, may solicit proxies by
telephone, telegraph, and personal interviews. Brokers, custodians, and
fiduciaries will be required to forward proxy soliciting material to the owners
of stock held in their names.compensation. The Company will reimburse banksbrokers, fiduciaries and brokerscustodians for their reasonable out-of-pocket expensescosts incurred in connection with the
distributionforwarding proxy materials to beneficial owners of proxy materials.

     Common Stock held in their names.
Stockholders executing proxies may revoke them at any time prior to useexercise by written notice to the Secretary of the Company, by subsequently executing another proxy, or by attending the Meeting and voting in person. With respect to the election of Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified, stockholders may vote in favor of all nominees or withhold their vote as to all nominees. With respect to any other proposal to be voted upon, stockholders may vote in favor of the proposal, may vote against the proposal, or may abstain from voting. Stockholders should specify their choices on the enclosed form of proxy. A proxy when executed and not revoked will be voted and, if it contains any specifications, it will be voted in accordance therewith. If no choice is specified, stock covered by the proxy will be voted in favorfor the election to the Board of Directors of each of the Board's nominees of the Board; for electionthe proposal to ratify the appointment of directorsFriedman, Alpren & Green LLP as the Company’s independent auditors; and, in the discretion of the proxy holder, upon such other matters as may properly come before the Meeting orand any adjournments or postponements thereof.
This proxy statement,Proxy Statement, the accompanying proxy, and the Company's annual
reportCompany’s Annual Report to stockholders for the year ended December 31, 19992003 (the "Annual
Report"“Annual Report”), were first sent or given to stockholders on or about September 6,
2000.  March 4, 2004.COPIES OF THE ANNUAL REPORT ON FORM 10-KSB, NOT INCLUDING EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO THE COMPANY AT ITS EXECUTIVE OFFICES:  EUROPA CRUISESOFFICE: DIAMONDHEAD CASINO CORPORATION, ATTENTION: INVESTOR RELATIONS, 150 - 153RD150-153RD AVENUE, SUITE 200,202, MADEIRA BEACH, FLORIDA 33708. EXHIBITS TO THE ANNUAL REPORT ON FORM 10-KSB MAY BE FURNISHED TO STOCKHOLDERS UPON THE PAYMENT OF AN AMOUNT EQUAL TO THE REASONABLE EXPENSES INCURRED IN FURNISHING SUCH EXHIBITS.A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose
germane to the Meeting, during ordinary business hours, at least ten days prior to the Meeting at the principal place whereof business of the Meeting is to be held.corporation at 150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.

                                      -1-
BENEFICIAL OWNERSHIP
At the close of business on August 21, 2000,March 1, 2004, the record dateRecord Date for determining the stockholders entitled to vote at the Annual Meeting, there were issued and outstanding and entitled to vote a total of 32,414,81532,839,293 shares of the Company'sCompany’s common stock, par value $.001 per share (the "Common Stock"“Common Stock”), 926,000 shares of the Company'scompany’s series "S"“S” preferred stock (the "S“S Preferred Stock"Stock”) and 900,000 shares of the Company'sCompany’s series "S-NR"“S-NR” preferred stock (the "S-NR“S-NR Preferred Stock"Stock”). The S Preferred Stock and the S-NR Preferred Stock are collectively referred to herein as the "Preferred Stock."“Preferred Stock”. The Common Stock and Preferred Stock (collectively referred to as the "Voting Stock"“Voting Stock”) vote as a single class, and each share of Votingvoting Stock is entitled to one vote per share. A majority of the shares of Voting Stock represented at the Meeting, either in person or by proxy, and entitled to vote at the Meeting,thereat, shall constitute a quorum for purposes of the Meeting. Votes cast by proxy or in person at the Meeting will be tabulated by the judge of elections appointed for the Meeting.
The following table sets forth, to the Company'sCompany’s knowledge, as of August
21, 2000,February 24, 2004, based on filings with the Securities and Exchange Commission and/or direct communication with certain beneficial owners, the beneficial ownership of the outstanding Voting Stock held by (i) each person or entity beneficially owingowning more than 5% of the shares of any class of Voting Stock, (ii) each director, nominee, and certain executive officers, individually, and (iii) all directors and executive officers as a group.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Of Voting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock
 
Title of
 
Percent
 
Percent
Name and Address
 
Owned
 
Class
 
Of Class
 
Voting(1)
 
 
 
 
Holders of 5% or More Voting Stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Europa Cruises Corporation
 
 
3,261,365
 
 
Common
 
 
8.78
%
 
 
8.37
%
Employee Stock Ownership Plan (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
150-153rd Avenue Suite 202
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Madeira Beach, Florida 33708
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Serco International Limited (3)
 
 
924,334
 
 
Common
 
 
2.49
%
 
 
7.06
%
Austroinvest International Limited (3)
 
 
900,000
 
 
S-NR Preferred
 
 
100.00
%
 
 
 
 
Ernst G. Walter (3)
 
 
926,000
 
 
S Preferred
 
 
100.00
%
 
 
 
 
P.O. Box 15, A-9010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Klagenfurt, Austria
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
James Illius (4) 
 
 
2,258,151
 
 
Common
 
 
6.08
%
 
 
5.80
%
791 Francis Drive
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rocky River, Ohio 44116
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Of Voting
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock
 
Title of
 
Percent
 
Percent
Name and Address
 
Owned
 
Class
 
Of Class
 
Voting(1)
 
 
 
 
Directors and Named Executive Officers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deborah A. Vitale (2)(5)(9)
 
 
5,681,791
 
 
Common
 
 
15.30
%
 
 
14.59
%
Chairman, President, CEO, and Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chairman, President, Secretary and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Treasurer of Casino World, Inc. and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mississippi Gaming Corp.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1013 Princess Street
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alexandria, VA 22314
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gregory Harrison (6)
 
 
1,207,951
 
 
Common
 
 
3.25
%
 
 
3.10
%
Director, Vice-President, Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16209 Kimberly Grove
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gaithersburg, Maryland 20878
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dr. Arnold Sussman, Director (7)
 
 
1,459,847
 
 
Common
 
 
3.93
%
 
 
3.75
%
2440 M Street, N.W. Suite 203
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Washington, D.C. 20037
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Benjamin J. Harrell, Director (8)
 
 
475,000
 
 
Common
 
 
1.28
%
 
 
1.22
%
237 N. Peters Street Fourth Floor
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Orleans, Louisiana 70130
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frank E. Williams, Jr., Director (9)
 
 
319,000
 
 
Common
 
 
.86
%
 
 
.82
%
2789b Hartland Road
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Falls Church, Virginia 22043
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
H. Steven Norton, Director (10)
 
 
75,000
 
 
Common
 
 
.20
%
 
 
.19
%
700 Rozier Street
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alton, Illinois 62002
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All Directors and Officers
 
 
9,438,458
 
 
Common
 
 
25.42
%
 
 
24.23
%
as a Group (7 persons)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO BENEFICIAL OWNERSHIP CHART:

                                                                                                                     Percent
Name and Address                                  Number of Shares of Voting Stock Owned(1)   Percent of Class      Voting(1)
- ----------------                                  -----------------------------------------   ----------------      ---------

Five Percent Holders:

    Serco International Limited (2)                       1,130,334    
(1)
Common 3.49%            8.63%
    P.O. Box 15, A-9010                                     900,000Stock, S-NR Preferred 100.00%
    Klagenfurt, Austria                                     926,000and S Preferred 100.00%

    Austroinvest International Limited shares have been combined for the purpose of calculating voting percentages. Unless otherwise stated in the notes below, all references to options are to options exercisable currently and within 60 days of March 1, 2004.
(2)                1,130,334    Common                          3.49%            8.63%
    P.O. Box 15, A-9010                                     900,000    S-NR Preferred                100.00%
    Klagenfurt, Austria                                     926,000    S Preferred                   100.00%

    Gaming Invest Corporation (2)                         1,130,334    Common                          3.49%            8.63%
    P.O. Box 15, A-9010                                     900,000    S-NR Preferred                100.00%
    Klagenfurt, Austria                                     926,000    S Preferred                   100.00%

    Ernst G. Walter (2)                                   1,130,334    Common                          3.49%            8.63%
    14700 Gulf Blvd., Apt. 401                              900,000    S-NR Preferred                100.00%
    Madeira Beach, FL 33078                                 926,000    S Preferred                   100.00%
The Europa Cruises Corporation (3)                        3,750,000    Common                         11.57%           10.95% Employee Stock Ownership Plan Trust Agreement
    150 - 153rd Avenue
    Madeira Beach, Florida 33708


                                      -2-


Directors and Named Executive Officers:
(“ESOP”) was established on August 18, 1994. The Trustee of the ESOP is Deborah A. Vitale, Esquire (3)(4)(5)               5,353,500    Common          16.52%        15.63%
    Chairman, President, CEO, Secretary and Treasurer;
    Chairman of the Board. As of December 31, 2003, 1,738,635 ESOP shares had been released and 1,659,090 ESOP shares had been allocated to participants in the ESOP. The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company’s allocated shares are voted. Unallocated shares are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of the ESOP beneficiaries.
3
(3)
Serco International Limited and Austroinvest International Limited are affiliated entities. The Company understands that Dr. Ernst Walter is the sole director of each company. The total beneficial ownership of securities of the Company held by the two corporations and Dr. Walter includes: 924,334 shares of Common Stock owned by Serco International Limited; 900,000 shares of Series S-NR Preferred Stock owned by Serco International Limited; and 926,000 shares of Series S Preferred Stock owned by Austroinvest International Limited.
(4)
Includes 1,788,751 shares of Common Stock owned directly by Mr. Illius; options to purchase 400,000 shares of Common Stock; 17,400 shares of Common Stock owned by Mr. Illius’ wife; 16,000 shares of Common Stock owned by Mr. Illius’ son; 16,000 shares of Common Stock owned by Mr. Illius’ daughter; and 20,000 owned by Builders’ Loft, Inc. pension fund, which Mr. Illius manages.
(5)
Includes 3,261,365 unallocated common shares of the ESOP Trust; 117,000 shares of Common Stock owned directly by Ms. Vitale; options to purchase 2,175,000 shares of Common Stock; and 128,426 shares of Common Stock, which represent shares of stock held in Ms. Vitale’s partially vested ESOP participant account.
(6)
Includes 782,951 directly owned shares of Common Stock; options to purchase 425,000 shares of Common Stock.
(7)
Includes 1,381,847 shares of Common Stock owned directly by Dr. Sussman; 3,000 shares of Common Stock owned by Dr. Sussman’s wife; and options to purchase 75,000 shares of Common Stock.
(8)
Includes 400,000 directly owned Common Shares and 75,000 options to purchase shares of Common Stock.
(9)
Includes 55,000 shares of Common Stock owned directly by Mr. Williams; 145,000 shares of Common Stock owned by the Estate of Mr. Williams’ deceased father, of which Mr. Williams is Executor; 44,000 shares of Common Stock owned by the Williams Family Limited Partnership of which Mr. Williams is President Secretaryof the General Partner, the Williams Family Corporation; and Treasureroptions to purchase 75,000 shares of Common Stock.
(10)
Includes 75,000 options to purchase shares of Common Stock.
(11)
Casino World, Inc. and Mississippi Gaming Corp. (6)
    1013 Princess Street
    Alexandria, VA 22314

    John R. Duber (3)(7)                               3,987,560    Common          12.30%        11.65%
    Director, Vice-President
    and Assistant Secretary
    20018 Westover Avenue
    Rocky River, Ohio 44116

    Gregory A. Harrison (8)                              780,000    Common           2.41%         2.28%
    Director
    16209 Kimberly Grove
    Gaithersburg, MD 20878

    Paul DeMattia (9)                                    139,000    Common           0.43%         0.41%
    Director
    6366 Eastland Road
    Brookpark, OH 44142

    James Illius (10)                                  2,522,051    Common           7.78%         7.37%
    Director
    3791 Frances Drive
    Rocky River, Ohio 44116

All Directors and Officers as a Group:                 9,152,111    Common          28.23%        26.73%
Corporation are wholly owned subsidiaries of the Company.


__________
(1)  Common Stock and Preferred Stock amounts have been combined for the purpose
     of calculating percentages.  Unless otherwise stated in the notes below,
     all references to options are to options exercisable currently and within
     60 days of August 21, 2000.

(2)  Serco International Limited, Austroinvest International Limited and Gaming
     Invest Corporation are affiliated entities.  The Company understands that
     Dr. Ernst Walter is the sole director of each company.  The total
     beneficial ownership of securities of the Company by the three corporations
     and Dr. Walter includes: 900,000 shares of Series S-NR Preferred Stock and
     980,334 shares of Common Stock owned by Serco International Limited;
     926,000 shares of S Preferred Stock owned by Austroinvest International
     Limited; and 150,000 shares of Common Stock owned by Gaming Invest
     Corporation.

(3)  The Europa Cruises Corporation Employee Stock Ownership Plan, Trust
     Agreement ("ESOP") was established on August 18, 1994.  The Trustees of the
     ESOP are Deborah A. Vitale, President, CEO, and Chairman of the Board, and
     John R. Duber, Vice-President and a Director (the "Trustees").   As of
     December 31, 1999, 1,250,000 ESOP shares had been released and 1,000,000
     ESOP Shares had been allocated to participants in the ESOP.  The
     participants in the ESOP are entitled to direct the Trustees as to the
     manner in which the ESOP Stock allocated to their respective accounts are
     voted, and the Trustees vote the unallocated ESOP Stock.  The Trustees are
     required to vote the unallocated ESOP Stock in the best interests of ESOP
     beneficiaries.

                                      -3-


(4)  Includes 53,500 directly owned shares of Common Stock; 3,750,000 shares of
     unallocated ESOP Stock voted as a Trustee of the ESOP; options to purchase
     1,550,000 shares of Common Stock as follows: 750,000 shares of Common Stock
     immediately exercisable at $1.00 per share, which expire on April 3, 2003
     and which were awarded conditioned on continued service, as set forth in
     note 5, below; and 800,000 shares of Common Stock immediately exercisable
     at $0.75 per share, which expire on April 18, 2001.

(5)  The options are contingent on the Director remaining a Director for six
     months from the date of his or her appointment (unless removed by a vote of
     the stockholders or a failure to be nominated to the next Board or unless
     unable to serve due to death or by reason of physical or mental
     incapacity).

(6)  Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
     subsidiaries of the Company.

(7)  Includes 137,560 directly owned shares of Common Stock; 3,750,000 shares of
     unallocated ESOP Stock voted as a Trustee of the ESOP; and options to
     purchase 100,000 shares of Common Stock immediately exercisable at $1.00
     per share and which expire on March 24, 2003, 50,000 of which were awarded
     conditioned on continued service, as set forth in note 5.

(8)  Includes 730,000 directly owned shares of Common Stock; and options to
     purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
     share, which expire on March 24, 2003 and which were awarded conditioned on
     continued service, as set forth in note 5, above.

(9)  Includes 89,000 directly owned shares of Common Stock; and options to
     purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
     share, which expire on March 24, 2003 and which were awarded conditioned on
     continued service, as set forth in note 5, above.

(10) Includes 2,452,651 directly owned shares of Common Stock; 17,400 shares of
     Common Stock owned by Mr. Illius' wife, 16,000 shares of Common Stock owned
     by Mr. Illius' son; 16,000 shares of Common Stock owned by Mr. Illius'
     daughter; and 20,000 shares owned by Builders Loft, Inc. Pension Plan of
     which Mr. Illius is the Fund Manager.
4
I. ELECTION OF DIRECTORS
The Board consists of fivesix directors whose terms continue until the next annual meeting of stockholders or until his or her successor is duly elected and qualified. The Board has nominated the following fivesix persons for election at the Meeting. Unless otherwise indicated in this proxy statement, the business address of each nominee is the executive officesoffice of the Company. Certain information concerning the nominees is set forth below.
Each nominee is, at present, available for election, but if any nominee should become unavailable, the persons voting the accompanying proxy may, at their direction, vote for a substitute. The election of -4-
each director requires the vote of holders of a plurality of the outstanding Voting Stock, counted as a single class, present and voting at the Meeting.THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.

Name                        Age                       Title
- ----                        ---                       -----
Name
Age
Title
Deborah A. Vitale
53
Chairman of the Board, President, Chief Executive Officer, and Treasurer
Gregory A. Harrison
59
Director, Vice-President, Secretary
Frank E. Williams, Jr.
69
Director
Benjamin J. Harrell
50
Director
Dr. Arnold Sussman
68
Director
H. Steve Norton
70
Director
DIRECTORS
DEBORAH A. Vitale            50VITALEhas served as President, Chief Executive Officer and Treasurer of the Company since February 1998 and has served as Chairman of the Board President, Chief
                                     Executive Officer, Secretary and Treasurer

John R. Duber                44      Director, Vice-President, Assistant
                                     Secretary and Director of Investor
                                     Relations

Gregory A. Harrison          56      Director

Paul J. DeMattia             40      Director

James Illius                 50      Director


DIRECTORS

DEBORAH A. VITALE, was elected Chairman of the Board inCompany since March 1995 and was
appointed1995. Ms. Vitale served as Secretary of the Company infrom November 1994.1994 until July 2002. She has been a Director of the Company since December 1992. On February 14, 1997, Ms. Vitale was appointed Chairman of the Board of Directors of Casino World, Inc. and Chairman of the Board of Directors of Mississippi Gaming Corporation, each a subsidiary of the Company. On September 2, 1997, Ms. Vitale was appointed President of Casino World, Inc. and Mississippi Gaming Corporation. On February 20, 1998, Ms.
Vitale was appointed President and Chief Executive Officer of Europa Cruises
Corporation.  Ms. Vitale is a trial attorney by background, with over twenty years of experience handling complex civil litigation. Ms. Vitale is licensed to practice law in Maryland, Virginia and Washington, D.C. Ms. Vitale was a partnerprincipal in the firm of Miller & Vitale, P.C. from November 1990 to September 1992.  From 1986 to 1990, Ms. Vitale was Of Counsel to the firm of Jacobi &
Miller in Alexandria, Virginia.  Ms. Vitale has, in the past, served as a staff
attorney at the Federal Communications Commission and had served as Listing
Official for the Environmental Protection Agency.

JOHN R. DUBER, was named as a Director of the Company on February 18, 1998.
Since January, 1998, Mr. Duber has been employed by the Company as its Director
of Investor Relations.  Mr. Duber was elected Vice-President and Assistant
Secretary of the Company in February 1998.  Since 1992, Mr. Duber has worked as
a consultant in the trucking industry.  Mr. Duber received his Bachelor of
Science Degree from John Carroll University in 1977.

GREGORY A. HARRISON, Ph.D., P.E.P.E., was named aselected a Director of the Company on February 20, 1998. Dr. Harrison was appointed Vice-President of the Company on July 18, 2002 and was appointed Secretary of the Company on July 25, 2002. Dr. Harrison is a consulting forensic engineer
5
with thirty-
fivethirty-seven years of diversified fire protection/safety/project engineering experience with NASA, DOD, NBS, NRC, ARAMCO, and Tenera, L.P. Dr. Harrison has qualified as an expert witness in various courts in ten states. Dr. Harrison received a B.S. degree in Fire Protection Engineering from the University of Maryland in 1966;1966, an M.S. degree in Civil Engineering from the University of Maryland in 1970, an M.S. degree in Engineering Administration from George -5-
Washington University in 1979 and a Ph.D.Ph. D. in Safety Engineering from Kennedy-
WesternKennedy-Western University in 1994. Dr. Harrison has held a top secret security clearance with the U.S. Department of Energy.Energy, the U.S Nuclear Regulatory Commission, and the Department of Defense. Dr. Harrison has served on the Board of Directors of Data Measurement Corporation and First Patriot National Bank and
was an Advisory Board member of United Bank and First Patriot National Bank.

PAUL J. DEMATTIA, 
FRANK E. WILLIAMS, JR.was named aselected a Director of the Company on February 20, 1998.July 3, 2002. Since 1969, Mr. DeMattia attended the West Side Institute of Technology from 1979 to 1983.
Mr. DeMattia is the founder of DeMattia Cartage, Incorporated, andWilliams has served as PresidentChairman of thatthe Board of Williams Enterprises of Georgia, Inc., a holding company controlling six subsidiaries active in various facets of the steel industry. Since 1995, Mr. Williams has also served as Chairman, CEO, and a fifty percent owner of Williams & Beasley Co. of Dallas, Texas, an erector of steel products in the southwestern United States and as Chairman and a major shareholder of Wilfab, Inc., a structural steel fabricator located in Cherokee County, Georgia. Mr. Williams is the Managing Partner and principal owner of Structural Steel Products, LLC of Richmond, Virginia, a manufacturer of prestressed concrete building systems for customers in the mid-Atlantic region and of Industrial Alloy Fabricators, LLC of Richmond, a fabricator of alloy plate products for the pulp and chemical industries operating in various segments of the steel construction industry. Mr. Williams continues to serve on the Board of Williams Industries, Inc., a public company (NASDAQ), which owns and operates various trucks and trailers
for specialized delivery service, since 1983. Mr. DeMattia isfive subsidiaries active in the recipientsteel industry including Williams Bridge Co., one of the W.W. Grainger, Inc. Outstanding Quality Carrier Service Awardlargest fabricators of steel plate for 1992-1993.

JAMES ILLIUS,bridge structures in the mid-Atlantic region. The company was namedfounded by Mr. Williams, who served as its President, CEO, and Chairman through 1994. Mr. Williams is a former Chairman and Director of Capital Bank, NA. Mr. Williams has been appointed by bankruptcy courts as an official representative serving in a pro bono capacity on behalf of investors and debt holders in public companies in bankruptcy. Mr. Williams holds a Bachelor of Civil Engineering degree from the Georgia Institute of Technology.
BENJAMIN J. HARRELLwas elected a Director of the Company on May 20,July 18, 2002. Mr. Harrell was the founder and served as President and CEO of Pete Fountain Productions, Inc. from 1979 until it was acquired in 1999 by Production Group International, Inc., a global event communications company. Mr. Harrell currently manages the acquiring company’s business in the New Orleans area. Mr. Harrell also currently serves as Vice President of Pete Fountain Entertainment, LLC, which until March 2003, operated one of the largest jazz clubs in New Orleans. Since 1975, Mr. Harrell has served as personal manager for the internationally noted jazz artist, Pete Fountain. Mr. Harrell handles all aspects of Mr. Fountain’s career, including promotion, concerts, personal appearances and commercial endorsements. Since 1985, Mr. Harrell has also served as President of Cresent Sound & Light, Inc, a professional sound, lighting, video and staging company for the convention and entertainment industry. Mr. Harrell served as a Director of the New Orleans Metropolitan Convention and Visitors Bureau from 1997 through 1999. On January 15, 2004, Mr. Illius has beenHarrell was elected to the Board of Directors of Mississippi Gaming Corporation, a shareholderwholly owned subsidiary of the Company.
6
DR. ARNOLD SUSSMANwas elected a Director of the Company since Juneon July 25, 2002. Since 2001, Dr. Sussman has served as President of 1994MillenniumScan, LLC. in Washington D.C., which uses state-of-the-art technology in multi-slice, full body CT scanners to detect potentially curable diseases. For approximately five years prior thereto, Dr. Sussman was involved in private investment activities. Prior thereto, Dr. Sussman practiced podiatry for approximately thirty-three years. Dr. Sussman is a former President and founder of the American Society of Podiatric Laser Medicine and Surgery. Dr. Sussman was a fellow of the American College of Ambulatory Foot Surgery and is the
largest holder of Common Stocka graduate of the Company.Illinois College of Podiatry Medicine. Dr. Sussman is currently a Director of the Montgomery County Humane Society.
H. STEVEN NORTONwas elected a Director of the Company on August 6, 2002. Since 1998, Mr. IlliusNorton has served as President and CEO of Norton Management, Inc., a consulting company in Alton, Illinois and Las Vegas, Nevada. Mr. Norton also currently serves as a Director of Centaur, Inc., a private company which owns an equity interest in Indiana Race Track, Anderson, Indiana and has an indirect investment in California Indian Casino, Indianapolis, Indiana. Mr. Norton is also a Director of Colorado Casino Resorts, Inc., Cripple Creek, Colorado and North East Resorts, Inc., a private company pursuing gaming in the state of Massachusetts.
From 1993 to 1998, Mr. Norton served as President and Chief Operating Officer of Argosy Gaming Corporation, a public company and operator of riverboat casinos. Mr. Norton also previously served as President and Chief Operating Officer of the Sands Hotel & Casino in Las Vegas, Nevada; as President and Chief Executive Officer of the Gold River Gambling Hall & Resort in Laughlin, Nevada; as Executive Vice-President of Resorts International, Inc. and Resorts International Casino Hotel in Atlantic City, New Jersey, and as Vice-President, Treasurer and Comptroller of Paradise Island, Ltd/Paradise Island Casino.
Mr. Norton has also previously served as a founder and president of Builders Loft, Inc., a wholesale building supplier, which employs
eleven people and has sales of approximately five million dollars annually.  Mr.
Illius has been involved in the building and construction industry for
approximately thirty years.  Mr. Illius is a stock market investor and manages
Builders Loft, Inc.'s pension fund.  Mr. Illius also invests in and develops
real estate.  Mr. Illius is a lifelong residentDirector of the Cleveland, Ohio area.

KEY PERSONNEL

American Gaming Association; as a founder, a Director and Vice-Chairman of the New Jersey Casino Association; as Chairman of the Indiana Gaming Association; as a Director and Vice-President of the Missouri Gaming Association; as a Director of the Illinois River Boat Association and as Chairman of the Casino Commission of the American Hotel Association. Mr. Norton has also served on the Board of Directors and Executive Committee of the American Hotel Association; as Chairman of the Board and President of the New Jersey Hotel Motel Association; as Director and Vice-President of the Bahamas Hotel Association; as Chairman of the Bahamas Hotel Employers Association; as Director and Treasurer of the Bahamas Employers Confederation; as a Board Member of the Nevada Hotel Motel Association; as Chairman of the Atlantic City Convention & Visitors Bureau; as Chairman of the Nassau Paradise Island Promotion Board; and as a member of the Advisory Board of the Governors Office of Travel and Tourism in New Jersey.
ROBERT ZIMMERMANwas appointed Chief Financial Officer of the Company on July 27, 1998. From May of 1994 until joining Europa,the Company, Mr. Zimmerman served as Controller for the North and Central American operations of Casinos Austria International, Ltd. From 1980 through 1993, Mr. Zimmerman served as Vice-
PresidentVice-President of Finance for the Industrial Controls subsidiary of Emerson Electric Company.Company (NYSE: EMR). Prior to 1980, Mr. Zimmerman was employed with the public accounting firm of Fiddler and Co. for seven years.
7
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held thirteen (13)twelve (12) meetings during the year ended December 31, 1999.2003. Each Director attended at least 75% of the total number of Board meetings during the period for which he or she was a Director. The Board didhas determined that Frank E. Williams, Jr., Dr. Arnold Sussman, Benjamin J. Harrell, and H. Steven Norton are independent Directors as defined under the general independence standards of the NASD’s listing standards.
The Board of Directors has formed both a standing Audit Committee and a Compensation Committee. The Board has not haveformed a compensationNominating Committee.
The Audit Committee is composed of three Directors; Frank E. Williams, Jr. (Chairman), Benjamin J. Harrell, and Gregory A. Harrison (ex-officio member). Both Mr. Williams and Mr. Harrell meet the independence standards as defined by Rule 4200(a)(15) of the NASD listing standards. Mr. Harrison, who serves only in an ex-officio capacity, by virtue of his status as a compensated Officer of the Company, is not independent. The Board of Directors has also determined that Frank E. Williams, Jr. is an Audit Committee Financial expert as that term is defined in the rules issued pursuant to the Sarbanes-Oxley Act of 2002.
The Audit Committee has no written charter and convenes at the regularly scheduled meetings of the Board of Directors. Management of the Company has primary responsibility for the financial statements and reporting process, including systems of internal control. The Company’s independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon.
The Audit Committee has reviewed and discussed the audited financial statements with management; has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards (SAS) No. 61, as may be modified or nominating committee duringsupplemented; has reviewed the written disclosures and the letter from Friedman, Alpren & Green, LLP, the independent accountants, required by Independence Standards Board Standards Board Standard No. 1, as may be modified or supplemented; has discussed with the independent accountants the independent accountant’s independence; and, based on the foregoing review and discussions, has recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-KSB for the year ended December 31, 1999.
2003, for filing with the Securities and Exchange Commission.
The Board formed an audit committee on February 20, 1998, consistingCompensation Committee is composed of Paul
DeMattiathree Directors; Benjamin J. Harrell (Chairman), Dr. Arnold Sussman, and Gregory A. Harrison both(ex-officio member). Both Mr. Harrell and Dr. Sussman have been determined to be independent Directors by the Board of whom are outside Directors based on the general independence standards adopted by the Board. Mr. Harrison, who serves only in an ex-officio capacity, by virtue of his status as a compensated Officer of the Company, is not independent.
8
The Committee convenes at regularly scheduled meetings of the Board of Directors. The Committee discharges the Board’s responsibility related to compensation of Officers and Deborah
A. Vitale and John R. Duber, both of whom are Directors and Officersemployees of the Company. The audit committee, which convenes at each meeting ofIn addition, the Committee recommends to the Board, has
authority with respectawards of options to the financial audit and reporting functionspurchase shares of the
Company including the review of internal accounting procedures and the review
and oversight of the Company's independent accountants.

                                      -6-
common stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The information listed below is based on a reviewCompany’s Directors and Officers are required, pursuant to Section 16(a) of reportsthe Securities and other
information furnishedExchange Act of 1934, to file statements of beneficial ownership and changes in beneficial ownership of common stock of the Company with the Securities and Exchange Commission and to furnish copies of such statements to the Company by its directors and officers
(collectively, the "Reporting Persons").

     Mr. Zimmerman was granted an option to purchase 50,000 shares of Common
Stock in July 1998, which should have been reported on a Form 5 by February 14,
1999.

     Ms. Vitale failed to file a Form 5 by February 14, 2000, which should have
included the transactions described below.  Ms. Vitale held an option to
purchase 100,000 shares of Common Stock which expired August 31, 1999.  Ms.
Vitale made a loan to the Company in October 1998 in the aggregate amount of
$284,211.  As of November 1998, $216,300 was outstanding.  The Company repaid
Ms. Vitale for her loan in January, February and March 2000.  The Company's
repayment of the loan in January, February and March 2000 is treated as an
indirect sale.

     The Reporting Persons will file the above reports in the next few weeks.
Company.
To the Company'sCompany’s knowledge, during the year ended December 31, 1999,2003, all other Reporting Persons complied with all applicable Section 16(a) filing requirements.
EXECUTIVE COMPENSATION
The following table provides information concerning the compensation of certain executive officers of the Company and its wholly owned subsidiaries, Casino World, Inc., and Mississippi Gaming Corporation. No other person serving as an executive officer on December 31, 1999,2003, received cash compensation in excess of $100,000 during any of the last three fiscal years.

                                      -7-
SUMMARY COMPENSATION TABLE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual Compensation
 
Long Term Compensation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Awards
 
Payouts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
Restricted
 
 
 
 
 
 
 
 
 
All
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual
 
Stock
 
 
 
 
 
LTIP
 
Other
Occupation
 
Year
 
Salary
 
Bonus
 
Compensation
 
Awards
 
Options
 
Payouts
 
Compensation
 
 
 
 
 
 
 
 
Deborah A. Vitale
 
 
2003
 
 
$
125,000
 
 
None
 
None
 
None
 
 
825,000
(2)
 
None
 
 
(4
)
President
 
 
2002
 
 
$
125,000
 
 
None
 
None
 
None
 
None
 
None
 
 
(4
)
 
 
 
2001
 
 
$
125,000
 
 
None
 
$
14,424
(1)
 
None
 
 
900,000
(3)
 
None
 
 
(4
)

                              Annual Compensation                                         Long Term Compensation
                              -------------------                                         ----------------------

                                                                                    Awards                       Payouts
                                                                                    ------                       -------

                                                                                          Securities
                                                                                          Underlying
                                                          Other Annual     Restricted      Options/           LTIP      All Other
Name and Principal                  Salary   Bonus        Compensation
(1)
Ms. Vitale received $14,424 for vacation time earned, but not taken.
(2)
On March 11, 2003, Ms. Vitale was awarded 750,000 options exercisable at $ .30 per share for services rendered as a Director. On April 2, 2003, 750,000 options to purchase shares of Common Stock Awards       SARs            Payouts   Compensation
    Occupation              Year      ($)     ($)              ($)            ($)             ($)              ($)         ($)
    ----------              ----      ---     ----             ---            ---             ---              ---         ---

Deborahexercisable at $1.00 per share expired. On July 23, 2003, Ms. Vitale (1)          1999  $125,000     None              None            None            None           None           None
President and CEO           1998  $125,000  $50,000              None            None         750,000           None           None
                            1997was awarded 75,000 options exercisable at $ 84,135     None              None            None            None           None           None

Lester E. Bullock (2)       1999      None     None              None            None            None           None           None
Former President and CEO    1998.75 per share.
(3)
On March 27, 2001, Ms. Vitale was awarded 100,000 options exercisable at $ 40,865  $25,000           $75,000(5)         None            None           None     Car Rental.50 per share for services rendered as a Director. On April 11, 2001, Ms. Vitale was awarded 800,000 options exercisable at $ .50 per share. On April 18, 2001, 800,000 options to purchase shares of Common Stock exercisable at $ .75 per share expired.
(4)
As of December 31, 2001, Ms. Vitale became 40% vested in 46,410 shares of Common Stock allocated to her account in the Company              1997  $125,000     None              None            None            None           None     Car Rental
Europa Cruises Corporation Employee Stock Ownership Plan for shares allocated through 2000. As of December 31, 2002, Ms. Vitale became 60% vested in 75,620 shares of Common Stock allocated to her account in the Europa Cruises Corporation Employee Stock Ownership Plan for shares allocated through 2001. As of December 31, 2003, Ms. Vitale became 80% vested in 128,426 shares of Common Stock allocated to her account in the Europa Cruises Corporation Employee Stock Ownership Plan for shares allocated through 2002.


________________
(1)  Ms. Vitale has served as President and Chief Executive Officer of the
     Company since February 20, 1998.  On April 3, 1998, Ms. Vitale was granted
     options to purchase 750,000 shares of Common Stock immediately exercisable
     at $1.00 per share, which expire on April 3, 2003 and which were granted
     for services rendered as a Director and President of Europa and its
     subsidiaries.

(2)  On July 18, 1994, Mr. Bullock became President of the Company.  Mr.
     Bullock's monthly vehicle lease payment, including tax, was $783.10 in 1997
     and 1998.  On February 20, 1998, Mr. Bullock was removed as President and
     Chief Executive Officer of the Company and resigned as a Director.  On
     March 6, 1998 Mr. Bullock was terminated as an employee of the Company.  On
     March 3, 1998, the Company entered into an agreement with Mr. Bullock to
     cancel his options to purchase 500,000 shares of Common Stock for $75,000
     or $0.15 per share.

                             
9
DIRECTORS COMPENSATION
In September 1997, the Company ceased paying cash compensation to its non-
employeenon-employee Directors. The Company has, from time to time, compensated its non-
employeenon-employee Directors by granting options to them. During the year ended December
31, 1999, there were no options granted to Directors.(See “Options”) Directors are reimbursed for certain approved expenses and expenses incurred in connection with attendance at non-
telephonicnon-telephonic Board meetings and non-telephonic committee meetings.

                                      -8-


                                    OPTIONS

     During
OPTION GRANTS IN 2002
On March 4, 2002, 106,000 options exercisable at $0.90 per share were awarded to a key employee of the year ended December 31, 1999, no options were granted to any
officers or directors.

     DuringCompany.
OPTION GRANTS IN 2003
On March 11, 2003, the year ended December 31, 1999, Deborah Vitale hadBoard of Directors awarded 750,000 options to purchase 1,550,000common stock at $ .30 per share to Deborah A. Vitale. On March 11, 2003, the Board of Directors awarded 50,000 shares of common stock to Gregory A. Harrison. On March 23, 2003, 50,000 options issued to Gregory A. Harrison to purchase common stock expired. On July 23, 2003, the Board of Directors awarded 75,000 options to purchase common stock at $ .75 per share to each of the six members of the Board. On August 12, 2003, the Board of Directors awarded options to purchase common stock at $.75 per share as follows; 75,000 options to a key employee, 50,000 options to an Officer of the Company, and 25,000 options to an Honorary Director of the Company.
OPTIONS OUTSTANDING
The following table summarizes all outstanding exercisable options granted to current and former Directors of the Company.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AMOUNT
 
GRANT
 
 
 
 
 
EXPIRY
GRANTEE
 
GRANTED
 
DATE
 
PRICE
 
DATE
 
 
 
 
Deborah A. Vitale
 
 
450,000
 
 
 
10/24/00
 
 
$
.50
 
 
 
10/24/05
 
Chairman, CEO, President,
 
 
100,000
 
 
 
3/27/01
 
 
 
.50
 
 
 
3/27/06
 
and Treasurer
 
 
800,000
 
 
 
4/11/01
 
 
 
.50
 
 
 
4/11/06
 
 
 
 
750,000
 
 
 
3/11/03
 
 
 
.30
 
 
 
3/11/08
 
 
 
 
75,000
 
 
 
7/23/03
 
 
 
.75
 
 
 
7/23/08
 
 
Gregory A. Harrison
 
 
250,000
 
 
 
10/24/00
 
 
 
.50
 
 
 
10/24/05
 
Director, Secretary, and
 
 
100,000
 
 
 
3/27/01
 
 
 
.50
 
 
 
3/27/06
 
Vice President
 
 
75,000
 
 
 
7/23/03
 
 
 
.75
 
 
 
7/23/08
 
 
James C. Illius
 
 
250,000
 
 
 
10/24/00
 
 
 
.50
 
 
 
10/24/05
 
Former Director
 
 
150,000
 
 
 
3/27/01
 
 
 
.50
 
 
 
3/27/06
 
 
Frank E. Williams, Jr.
 
 
75,000
 
 
 
7/23/03
 
 
 
.75
 
 
 
7/23/08
 
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Benjamin J. Harrell
 
 
75,000
 
 
 
7/23/03
 
 
 
.75
 
 
 
7/23/08
 
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dr. Arnold Sussman
 
 
75,000
 
 
 
7/23/03
 
 
 
.75
 
 
 
7/23/08
 
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
H. Steven Norton
 
 
75,000
 
 
 
7/23/03
 
 
 
.75
 
 
 
7/23/08
 
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
CERTAIN TRANSACTIONS
On August 18, 1994, the Company established the Europa Cruises Corporation Employee Stock Ownership Plan (the “ESOP”). The ESOP, which is a qualified retirement plan under the provisions of Section 401(a) of the Internal Revenue Code and an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code, was established primarily to invest in stock of the Company. All employees as of December 31, 1994, and subsequent new employees having completed 1,000 hours of service are eligible to participate in the ESOP. The Company also established a trust called the Europa Cruises Corporation Employee Stock Ownership Plan Trust Agreement to serve as the funding vehicle for the ESOP. The Trustee of this trust is Deborah A. Vitale. As of December 31, 2003, there were 3,261,365 unallocated ESOP shares; 1,738,635 ESOP shares had been released and 1,659,090 had been allocated to participants in the ESOP. The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company’s allocated shares are voted. Unreleased, unallocated shares are voted by the Trustee. The Trustee is required to vote these shares in the best interests of ESOP beneficiaries.
On August 21, 1994, the Company loaned $4,275,000 to the ESOP in exchange for a ten-year promissory note bearing interest at eight percent per annum. On August 24, 1994, the ESOP purchased 2,880,000 shares of the Company’s Common Stock with the proceeds of the loan. On August 25, 1994 the Company loaned an additional $3,180,000 to the ESOP in exchange for a ten year promissory note bearing interest at eight percent per annum. On August 26, 1994, the ESOP purchased an additional 2,120,000 shares of the Company’s Common Stock with the proceeds of the loan. The shares of Common Stock as follows: 750,000 shares of Common
Stock immediately exercisable at $1.00 per share, which expire on April 3, 2003
and which were awarded conditioned on continued service; and 800,000 shares of
Common Stock immediately exercisable at $0.75 per share, which expire on April
18, 2001.

     During the year ended December 31, 1999, John Duber had optionspledged to purchase
100,000 shares of Common Stock immediately exercisable at $1.00 per share and
which expire on March 24, 2003, 50,000 of which were awarded conditioned on
continued service.

     During the year ended December 31, 1999, Gregory A. Harrison had options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
share, which expire on March 24, 2003 and which were awarded conditioned on
continued service.

     During the year ended December 31, 1999, Paul DeMattia had options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
share, which expire on March 24, 2003 and which were awarded conditioned on
continued service.

     During the year ended December 31, 1999, no options were exercised.


                             CERTAIN TRANSACTIONS

     Deborah Vitale, the President and Chief Executive Officer of the Company loanedas security for the Company an aggregateloans. The promissory notes will be repaid with the proceeds of $284,211 in October 1998 to be usedannual contributions made by the Company for working capital purposes (the "Vitale Loan").  James Illius, a
Directorto the ESOP. In April of 1995, the Company agreed to extend the maturity of the Company, loanedloans to twenty years. Effective for the Plan year beginning January 1, 2001, the Company $300,000, halfamended the plan and related loans for the purpose of which was borred
bylimiting excise tax liability for plan contributions in excess of IRS Code 415 limitations. To accomplish this, the Company on November 26, 2998, andagreed to extend the other half of which was borrowed on
December 2, 1998 (the "Illius Loan").  The Vitale Loan and the Illius Loan are
unsecured, non-interest bearing demand loans convertible into shares of Common
Stock.  The Vitale Loan is convertible into shares of Common Stock at $0.45 per
share, and the Illius Loan is convertible into shares of Common Stock at $0.30
per share.  On the datematurity of the Vitale Loan, the trading price in the over the
counter market for the Company's shares of Common Stock was $0.50 per share.
For the Illius Loan, the trading price in the over the counter market for the
Company's shares of Common Stock was $0.34 per share on November 26, 1998, and
$0.33 per share on December 2, 1998.  In July 1999, Mr. Illius received
1,000,000 shares of Common Stock in total repayment of the Illius Loan.  In
November 1998, Ms. Vitale received $67,911 in cash in partial prepayment of the
Vitale Loan.  Various cash payments were madeloans to Ms. Vitale in January 2000,
February 2000 and March 2000.  As of March 31, 200, the Vitale Loan was repaid.

                                      -9-
fifty years.
[THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
11
II. RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     AUDITORS
The firm of BDO Seidman, LLP, currently serves as the Company's independent
auditors.  BDO Seidman,Friedman, Alpren & Green LLP, has served as the Company’s independent auditors since the audit of the 2000 financial statements. The Audit Committee has selected Friedman, Alpren & Green LLP, independent auditors, to audit the Company’s financial statements for the year ending December 31, 2004, and is asking the stockholders to ratify the appointment. Members of the firm of Friedman, Alpren & Green LLP are not expected to be present at the Annual Meeting and, accordingly, will not be available to make a statement or respond to questions.
In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during 2004 if the Audit Committee determines that such a change would be in the best interest of the Company since 1990.and its stockholders.
The Audit Committee approves all services provided by Friedman, Alpren & Green LLP. The following fees were paid to Friedman, Alpren & Green LLP for services rendered in 2002 and 2003:
 
 
 
 
 
 
 
 
 
 
 
 
 
2002
 
2003
 
 
 
 
Audit Fees
 
$
43,571
 
 
$
39,084
 
Audit Related Fees
 
 
5,000
 
 
 
7,725
 
Tax Fees
 
 
0
 
 
 
0
 
All Other Fees
 
 
0
 
 
 
0
 
 
 
 
 
 
 
 
 
Total Fees Paid to Friedman, Alpren & Green LLP
 
$
48,571
 
 
$
46,809
 
 
 
 
 
 
 
 
Audit fees are comprised of the fees charged in conjunction with the audit of the Company’s annual financial statements, review of the Company’s annual report filed with the Securities and Exchange Commission on Form 10KSB, and review of the information contained in the Company’s quarterly filings with the Securities and Exchange Commission on Form 10QSB.
Audit related fees are comprised of the fees charged in connection with the audit of the Company’s Employee Stock Ownership Plan.
THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF FRIEDMAN, ALPREN & GREEN LLP AS THE COMPANY’S INDEPENDENT AUDITORS.
III. OTHER MATTERS

     The management is
Management of the Company does not awareknow of any matters notthat may properly come before this meeting other that those referred to in the attachedaccompanying Notice which will be presented for action at the Meeting.of Annual Meeting of Stockholders. If any other matters properly come before the Meeting, it is intended that the shares of Voting Stock represented by the proxy will be voted with respect thereto in accordance with the judgment of the persons voting them.
12
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL2005 MEETING

     Any proposal of
If a stockholder intends to be presentedpresent a proposal for action at the Company's annual
meeting2005 Annual Meeting and wishes to have such proposal considered for inclusion in the Company’s proxy materials in reliance on Rule 14a-8 under the Securities and Exchange Act of stockholders in 2001, including1934, the nomination of persons to serve on
the Board,proposal must be received not later than June 8, 2001 to be included in the
proxy materials for that meeting.  Stockholders submitting proposals should
submit themsubmitted in writing and direct them toreceived by the Company's secretarySecretary of the Company at the Company'sCompany’s principal executive offices via certified mail, return receipt
requested,at 150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708, not less than 120 calendar days before the date of the Company’s Proxy Statement released to ensure timely delivery.shareholders in connection with the previous year’s annual meeting. All such proposals must meet the rules and requirements of the Securities and Exchange Commission relating to stockholder proposals. No stockholdersstockholder proposals were received with respect to the Meeting scheduled for October 6, 2000.

                              By Order of the Board of Directors


                              Deborah A. Vitale
                              Chairman of the Board
September 6, 2000             President and Chief Executive Officer

                                      -10-


                          EUROPA CRUISES CORPORATION

     April 13, 2004.
By Order of the Board of Directors
Deborah A. Vitale
Chairman of the Board
President and Chief Executive Officer
March 4, 2004
13
THIS PROXY IS SOLICITED ON BEHALF OFBY THE BOARD OF DIRECTORS.  DIRECTORS
The undersigned, revoking any priorprevious proxies or consents, hereby appoints as his or her proxies, Deborah A. Vitale and Gregory A. Harrison, or either of them, with full power of substitution and revocation, Deborah A. Vitale and
John R. Duber, or either of them, to vote all shares of Common Stock or S Preferred Stock or S-NR Preferred Stock (collectively, the "Voting Stock"‘Voting Stock”) of the undersigned in Europa CruisesDiamondhead Casino Corporation with all of the powers that the undersigned would have if personally present at the annual meetingAnnual Meeting of stockholders of Europa
CruisesDiamondhead Casino Corporation, to be held on Friday, October 6, 2000Tuesday, April 13, 2004, at Beau Rivage, 875
Beach Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 10:11:00 a.m. local time, and at any and all adjournments or postponements thereof, and upon the matters described in the accompanying Proxy Statement and upon any other business that may properly come before the Meeting or any adjournment or postponement thereof. Said proxies are directed to take the actions specifiedvote or refrain from voting as indicated and, otherwise, in item 2 below.

     The Board of Directors recommends a vote FOR the nominees listed below.their discretion.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. If NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.
ITEM 1. TO ELECT FIVESIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.

     [ ] FOR ALL NOMINEES LISTED BELOW   
[ ]
FOR ALL NOMINEES LISTED BELOW
[ ]
WITHHOLD AUTHORITY TO VOTE FOR
ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE
GREGORY A. HARRISON
FRANK E. WILLIAMS, JR.
BENJAMIN J. HARRELL
ARNOLD J. SUSSMAN
H. STEVEN NORTON
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW

     DEBORAH A. VITALE   PAUL J. DEMATTIA     JAMES ILLIUS
     JOHN R. DUBER       GREGORY A. HARRISON

     INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's name in the space below:

     ______________________________________________ANY INDIVIDUAL NOMINEE(S) WRITE THE NOMINEE’S NAME ON THE LINE BELOW:
ITEM 2. To transact such other business as may properly come before the meeting
and any adjournments thereof.

            (continuedTO RATIFY THE APPOINTMENT OF FRIEDMAN, ALPREN & GREEN LLP AS THE COMPANY’S INDEPENDENT AUDITOR.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(continued and to be signed and dated on reverse side)

                                     -11-


                        (continued
(continued from previous side)

     This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.

     
Please sign exactly as name appears below. When shares of Voting Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

                         DATED:______________ 2000

                         ________________________________
                         Signature

                         ________________________________
                         Signature, If Held Jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.


                          EUROPA CRUISES
DATED:               2004
SIGNATURE(S) OF STOCKHOLDER(S)
TITLE:
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
DIAMONDHEAD CASINO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OFBY THE BOARD OF DIRECTORS.  DIRECTORS
The undersigned, revoking any priorprevious proxies or consents, hereby appoints as his or her TrusteesTrustee of the Employee Stock Ownership Plan, Trust Agreement ("ESOP"(“ESOP”), Deborah A. Vitale, with full power of substitution and revocation, Deborah A. Vitale and John R. Duber,
or either of them, to vote all shares of Common Stock of the undersigned in Diamondhead Casino Corporation allocated to his or her ESOP account
(the "ESOP Stock") of the undersigned in Europa Cruises Corporation with all of the powers that the undersigned would have if personally present at the annual
meetingAnnual Meeting of stockholders of Europa CruisesDiamondhead Casino Corporation, to be held on Friday,
October 6, 2000Tuesday, April 13, 2004, at Beau Rivage, 875 Beach Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 10:11:00 a.m. local time, and at any and all adjournments or postponements thereof, and upon the matters described in the accompanying Proxy Statement and upon any other business that may properly come before the Meeting or any adjournment or postponement thereof. Said proxy is directed to take the
actions specifiedvote or refrain from voting as indicated and, otherwise, in item 2 below.

     The Board of Directors recommends a vote FOR the nominees listed below.her discretion.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. If NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.
ITEM 1. TO ELECT FIVESIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.

     [ ] FOR ALL NOMINEES LISTED BELOW   
[ ]
FOR ALL NOMINEES LISTED BELOW
[ ]
WITHHOLD AUTHORITY TO VOTE FOR
ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE BENJAMIN J. HARRELL
GREGORY A. HARRISON ARNOLD J. SUSSMAN
FRANK E. WILLIAMS, JR. H. STEVEN NORTON
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW

     DEBORAH A. VITALE   PAUL J. DEMATTIA     JAMES ILLIUS
     JOHN R. DUBER       GREGORY A. HARRISON

     INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's name in the space below:

     ______________________________________________ANY INDIVIDUAL NOMINEE(S) WRITE THE NOMINEE’S NAME ON THE LINE BELOW:
ITEM 2. To transact such other business as may properly come before the meeting
and any adjournments thereof.

            (continuedTO RATIFY THE APPOINTMENT OF FRIEDMAN, ALPREN & GREEN LLP AS THE COMPANY’S INDEPENDENT AUDITOR.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
(continued and to be signed and dated on reverse side)

                        (continued
(continued from previous side)

     This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.

     
Please sign exactly as name appears below. When shares of ESOPVoting Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

                         DATED:______________ 2000

                         ________________________________
                         Signature

                         ________________________________
                         Signature, If Held Jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.