SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

ARGOSY GAMING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

George L. Bristol
Acting Chief Executive Officer
Argosy Gaming Company
219 Piasa Street
Alton, Illinois 62002
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[LOGO]

ARGOSY GAMING COMPANY
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1997
------------------------

The Annual Meeting of Stockholders of Argosy Gaming Company ("Argosy" or the
"Company") will be held at the Catfish Town Facility, North Depot Ballroom, 103
France Street, Baton Rouge, Louisiana 70802 on Tuesday, April 22, 1997, at 2:00
p.m., local time, for the following purposes:

1. To elect two directors to hold office until the 2000 Annual Meeting of
Stockholders; and

2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.

The foregoing items are fully discussed in the Proxy Statement accompanying
this Notice. A copy of the Company's Annual Report is also enclosed.

The close of business on March 7, 1997 has been fixed as the record date for
the meeting. Only stockholders of record at that time are entitled to notice of
and to vote at the meeting and any adjournment or postponement thereof.

All stockholders are cordially invited to attend the meeting. However, to
assure your representation at the meeting, the Board of Directors of Argosy urge
you to date, execute and return promptly the enclosed proxy to give voting
instructions with respect to your shares of Common Stock. The return of the
proxy will not affect your right to vote in person if you do attend the meeting.

PATSY S. HUBBARD
SECRETARY

March 22, 1997

ARGOSY GAMING COMPANY

219 PIASA STREET
ALTON, ILLINOIS 62002
------------------------

PROXY STATEMENT
------------------------

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Argosy Gaming Company ("Argosy" or the
"Company") for use in voting at the Annual Meeting of Stockholders (the
"Meeting") to be held at the Catfish Town Facility, North Depot Ballroom, 103
France Street, Baton Rouge, Louisiana 70802 on Tuesday, April 22, 1997, at 2:00
p.m. local time, and at any postponement or adjournment thereof, for the
purposes set forth in the attached notice. This proxy statement, the attached
notice and the enclosed proxy are being sent to stockholders on or about March
22, 1997.

The Board of Directors does not intend to bring any matters before the
Meeting except those indicated in the notice and does not know of any matter
that anyone else proposes to present for action at the Meeting. If any other
matters properly come before the Meeting, however, the persons named in the
enclosed proxy, or their duly constituted substitutes acting at the Meeting,
will be authorized to vote or otherwise act thereon in accordance with their
judgment on such matters.

If proxies are properly dated, executed and returned, the shares they
represent will be voted at the Meeting in accordance with the instructions of
the stockholder. If no specific instructions are given, the shares will be voted
FOR the election of the two nominees for director set forth herein.

A stockholder giving a proxy has the power to revoke it at any time prior to
its exercise by voting in person at the meeting, by giving written notice to the
Secretary of the Company prior to the Meeting, or by giving a later dated proxy.

The solicitation of proxies from the stockholders is being made by the Board
of Directors and management of the Company and the cost of solicitation,
including the cost of preparing and making the Proxy Statement, the Proxy,
Notice of Annual Meeting and Annual Report is being paid for by the Company.

RECORD DATE, REQUIRED VOTE,
OUTSTANDING SHARES AND HOLDINGS
OF CERTAIN STOCKHOLDERS

RECORD DATE AND OUTSTANDING SHARES

At the close of business on March 7, 1997, the record date fixed for the
determination of stockholders entitled to notice of and to vote at the Meeting,
there were outstanding 24,333,333 shares of the Company's common stock, par
value $0.01 per share, ("Common Stock"), the only class of voting securities
outstanding. Only the record holders of Common Stock as of the close of business
on March 7, 1997 will be entitled to vote. The presence at the Meeting, in
person or by proxy, of stockholders entitled to cast a majority of the votes
which all stockholders are entitled to cast will constitute a quorum. Each share
of Common Stock is entitled to one vote, without cumulation, on each matter to
be voted upon at the Meeting. See "Election of Directors."

In addition, there are outstanding $115,000,000 of the Company's Convertible
Subordinated Notes Due 2001 (the "Convertible Notes"), which are convertible
into Common Stock of the Company at any time prior to maturity at a conversion
price of $17.70 per share. Although no Convertible Notes have been converted
into Common Stock as of the record date, these securities represent an
additional 6,497,175 shares of Common Stock that may be outstanding in the
future.

REQUIRED VOTE

Only votes cast in person at the Meeting or by proxy received by the Company
before commencement of the Meeting will be counted at the Meeting. The election
of the nominees for directors (the "Proposal") will become effective only upon
the affirmative vote of stockholders of the Company owning in the aggregate at
least a majority of the Company's outstanding shares of Common Stock present in
person and by proxy at the Meeting. Votes cast as abstentions will not be
counted as a vote for or against the Proposal, but will nevertheless have the
effect of increasing the total votes cast on the matter and thus increase the
number of votes necessary to effectuate the Proposal. So called "broker
non-votes" (brokers failing to vote by proxy shares of the Company's Common
Stock held in nominee name for customers) will not be counted at the Meeting.
The effect of such broker non-votes is to decrease the total votes cast on the
matter and thus decrease the number of votes necessary to effectuate the
Proposal. Executive officers and directors of the Company own shares, and
exercisable rights to acquire shares, representing an aggregate of 8,394,085
shares of Common Stock or 33.8% of the outstanding shares of Common Stock (See
"Security Ownership of Certain Beneficial Owners and Management"). Such officers
and directors have indicated an intention to the Company to vote in favor of the
Proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the close of business on March 7,
1997, certain information with respect to the beneficial ownership of Common
Stock and shares of Common Stock represented by the Convertible Notes
beneficially owned by (i) each director of the Company, (ii) the most highly
compensated executive officers of the Company (collectively, the "named
officers"), (iii) all executive officers and directors as a group and (iv) each
stockholder who is known to the Company to be the beneficial owner, as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of more than 5% of the outstanding Common Stock. Each of the
persons listed below has sole voting and investment power with respect to such
shares, unless otherwise indicated.

SHARES OF COMMON
STOCK
REPRESENTED BY
CONVERTIBLE
NOTES
COMMON STOCK BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED (A) OF CLASS
- ------------------------------------------ -------------------------- ---------------- ------------

DIRECTORS AND NAMED OFFICERS:
William F. Cellini 1,846,456(b)(c)(d) -- 7.6%
219 Piasa Street
Alton, IL 62002

George L. Bristol 3,000(b) -- *
F. Lance Callis 1,540,778(b) 17,512 6.4
219 Piasa Street
Alton, IL 62002
Jimmy F. Gallagher 1,440,778(b) -- 5.9
219 Piasa Street
Alton, IL 62002
William J. McEnery 1,530,778(b) -- 6.3
219 Piasa Street
Alton, IL 62002
John B. Pratt, Sr. 1,527,124(b)(e) -- 6.3
219 Piasa Street
Alton, IL 62002
H. Steven Norton 139,999(b)(f) 13,840(g) *
Joseph G. Uram 138,013(b) -- *
Daniel E. Evans 60,966(b) -- *
Arnold Block 20,709(b) -- *
All directors and executive officers as a 8,362,733(b) 31,352 33.8
group (12 persons)

PRINCIPAL STOCKHOLDERS:
Kornitzer Capital Management, Inc. 205,600(h) 1,118,644 5.2
P.O. Box 918
Shawnee Mission, Kansas 66201
J. Thomas Long 1,809,801(b)(i) -- 7.4
James S. Connors 2,291,667(j) -- 9.4
c/o 10 Executive Woods Court
Belleville, IL 62221
John T. Connors 2,191,667 -- 9.0
c/o 800 St. Louis Union Station
Powerhouse Building
Suite 101 St. Louis, Missouri 63103
L. Thomas Lakin 1,527,778(k) -- 6.3
251 W. Old St. Louis Road
Wood River, IL 62095
Stephanie Pratt 1,324,125(e) -- 5.4
Box 104 Moro Road
Moro, IL 62067

- ------------------------
* Less than 1%

(a) Shares of Common Stock represented by such person's ownership of Convertible
Notes, which are convertible into Common Stock of the Company at any time
prior to maturity at a conversion price of $17.70 per share.

(b) Amounts shown include 282,023 shares of Common Stock for J. Thomas Long,
3,000 shares of Common Stock for William F. Cellini, 3,000 shares of Common
Stock for Edward F. Brennan, 3,000 shares of Common Stock for George L.
Bristol, 3,000 shares of Common Stock for F. Lance Callis, 3,000 shares of
Common Stock for Jimmy F. Gallagher, 3,000 shares of Common Stock for
William McEnery, 3,000 shares of Common Stock for John B. Pratt, Sr.,
128,799 shares of Common Stock for H. Steven Norton, 126,713 shares of
Common Stock for Joseph G. Uram, 60,366 shares of Common Stock for Daniel E.
Evans, 20,709 shares of Common Stock for Arnold Block and 459,619 for all
directors and executive officers as a group represented by stock options
exercisable within 60 days of March 7, 1997.

(c) Includes 381,945 shares held in Trust for William F. Cellini, Jr., as
beneficiary with an independent third party as sole trustee and 381,944
shares held in Trust for William F. Cellini, Jr., as beneficiary, with
William F. Cellini, Jr. and William F. Cellini, father of William F.
Cellini, Jr., as co-trustees. Mr. William F. Cellini disclaims beneficial
ownership of the 381,945 shares of Common Stock held in the William F.
Cellini, Jr. Trust by an independent third party as sole trustee.

(d) Includes 381,945 shares held in Trust for Claudia Marie Cellini, as
beneficiary, with an independent third party as sole trustee and 381,944
shares held in Trust for Claudia Marie Cellini as beneficiary with Claudia
Marie Cellini and William F. Cellini, father of Claudia Marie Cellini, as
co-trustees. Mr. William F. Cellini disclaims beneficial ownership of the
381,945 shares of Common Stock held in the Claudia Marie Cellini Trust by an
independent third party as sole trustee.

(e) Includes 1,324,125 shares of Common Stock held by Mr. Pratt as Trustee
pursuant to a Voting Trust Agreement with Stephanie Pratt, his
sister-in-law, over which Mr. Pratt exercises sole voting power.

(f) Includes 2,400 shares of Common Stock held by Mr. Norton's six children. Mr.
Norton disclaims beneficial ownership to all shares owned by his children.

(g) Includes 5,084 shares of Common Stock represented by Convertible Notes owned
by Mr. Norton's six children. Mr. Norton disclaims beneficial ownership to
all shares represented by Convertible Notes owned by his children.

(h) According to a Schedule 13G filed with the Securities and Exchange
Commission under the Exchange Act, Kornitzer Capital Management, Inc. has
shared voting power with respect to such shares.

(i) On January 13, 1997 Mr. Long resigned as Chief Executive Officer, General
Counsel and Vice Chairman of the Board.

(j) From February 25, 1993 until September 8, 1994 Mr. James S. Connors was a
director of the Company.

(k) From February 25, 1993 until July 21, 1993 Mr. L. Thomas Lakin was a
director of the Company.
------------------------

Section 16(b) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports. Based on the
Company's review of the copies of these reports received by it, and written
representations, if any, received from reporting persons with respect to such
filings, the Company believes that all filings required to be made by the
reporting persons for the period January 1, 1996 to December 31, 1996 were made
on a timely basis except that William F. Cellini inadvertently failed to report
a purchase of 45 shares. The above-described transaction involving Mr. Cellini
was subsequently reported on his Form 5.

ELECTION OF DIRECTORS

The Company has a classified Board of Directors consisting of three classes.
At each annual meeting of stockholders, directors are elected for a full term of
three years to succeed those directors whose terms are expiring.

At the Meeting, the stockholders will elect two directors to hold office,
subject to the provisions of the Company's By-laws, until the annual meeting of
stockholders in 2000 and until their successors shall have been duly elected and
qualified. Unless contrary instructions are given, the shares represented by the
enclosed proxy will be voted FOR the election of Messrs. George L. Bristol and
Jimmy F. Gallagher, the nominees set forth below. Proxies cannot be voted for a
greater number of directors than the number of nominees named. See "Record Date,
Required Vote, Outstanding Shares and Holdings of Certain Stockholders."

Messrs. Bristol and Gallagher have consented to being named in this proxy
statement and to serve if elected. However, if any nominee at the time of his
election is unable or unwilling to serve or is otherwise unavailable for
election, and as a result another nominee is designated by the Board of
Directors, the persons named in the enclosed proxy, or their substitutes, will
have discretion and authority to vote or refrain from voting for such nominee in
accordance with their judgment.

Each director of the Company is currently required to be licensed to serve
as a director of the Company by the applicable gaming regulatory authorities in
Illinois, Missouri, Louisiana, Indiana and Iowa, and may be subject to similar
requirements in other jurisdictions in which the Company may conduct business.
The nominees have met these requirements in Illinois, Missouri, Louisiana,
Indiana and Iowa. However, should any director be found no longer suitable by
any regulatory authority having jurisdiction over the Company, that individual
shall become ineligible to serve on the Board of Directors and a majority of the
remaining directors may appoint a qualified replacement to serve as director for
the remaining term of the disqualified director.

As a result of the resignation of J. Thomas Long on January 13, 1997, a
vacancy exists on the Board of Directors. Mr. Long's term was set to expire at
the annual meeting of stockholders in 1999. Pursuant to the By-Laws of the
Company the vacancy may be filled for the remainder of the term by a majority of
the directors then in office.

The nominees for election as directors, together with certain information
about them, is contained below.

DIRECTOR PRESENT POSITION WITH THE
NAME AGE SINCE COMPANY
- ---------------------------------- --- ----------- --------------------------------

George L. Bristol 56 1995 Director and Acting Chief
Executive Officer
Jimmy F. Gallagher 68 1993 Director

GEORGE L. BRISTOL has been President of GLB, Inc., a consulting firm since
1977. He has been a member of the Board of Directors of the Company since
January 1995 and is a member of its Audit Committee. Mr. Bristol has been the
Acting Chief Executive Officer of the Company since January 13, 1997.

JIMMY F. GALLAGHER has been a director of the Company since February 1993
and is currently a member of its Compensation Committee and Audit Committee. Mr.
Gallagher retired from the gaming industry in March 1991. From March 1990 to
March 1991, he was Supervisor of Casino Games for the Park Hotel and Casino in
Las Vegas, Nevada.

RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF ITS NOMINEES TO SERVE ON THE COMPANY'S BOARD OF DIRECTORS.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the Company's directors
and executive officers.

NAME AGE POSITION
- ----------------------------- --- -------------------------------------------------------------------

George L. Bristol 56 Director and Acting Chief Executive Officer
H. Steven Norton 63 President and Chief Operating Officer
Joseph G. Uram 39 Executive Vice President, Treasurer and Chief Financial Officer
William F. Cellini (a) 62 Chairman of the Board of Directors
Jimmy F. Gallagher 68 Director
William J. McEnery (a) 54 Director
F. Lance Callis (b) 61 Director
John B. Pratt, Sr. (b) 74 Director
Edward F. Brennan (b) 55 Director
Patsy S. Hubbard 52 Secretary

- ------------------------
(a) Messrs. Cellini and McEnery comprise a class of directors whose term expires
in 1999.

(b) Messrs. Callis, Pratt and Brennan comprise a class of directors whose term
expires in 1998.

H. STEVEN NORTON has been President and Chief Operating Officer of the
Company since January 1993. From April 1991 to December 1992, Mr. Norton was
President and Chief Executive Officer of Gold River Gambling Hall and Resort in
Laughlin, Nevada. From August 1990 to April 1991, Mr. Norton was President and
Chief Operating Officer of the Sands Hotel and Casino, Las Vegas, Nevada and
from August 1967 to August 1990, Mr. Norton was employed by Resorts
International, Inc., a hotel and casino concern based in Atlantic City, New
Jersey in numerous positions including Executive Vice President.

JOSEPH G. URAM has been Executive Vice President, Treasurer and Chief
Financial Officer of the Company since January 1993. From September 1989 to
January 1993, Mr. Uram was Vice President and Chief Financial Officer of
Creative Data Services, Inc., a national manufacturing concern headquartered in
St. Louis, Missouri. Mr. Uram is a certified public accountant and, from 1979 to
August 1989, he was employed by Arthur Andersen & Co. in St. Louis where he
served as an audit manager.

WILLIAM F. CELLINI has been Chairman of the Company's Board of Directors
since February 1993. Mr. Cellini has served as Chief Executive Officer of New
Frontier Group, a real estate development, management and construction concern
with offices in Chicago and Springfield, Illinois since 1977. Mr. Cellini is a
member of the Nominating Committee of the Board of Directors.

WILLIAM J. MCENERY has served as the president of Gas City, Ltd., an
operator of gasoline stations and convenience stores in Illinois and Florida
headquartered in Frankfort, Illinois since 1965. Since

1982, Mr. McEnery has served as the president of A.D. Connor, Inc., a petroleum
products hauling concern located in Frankfort, Illinois. Since 1975, Mr. McEnery
has served as president of Bell Valley Farms, Inc., an owner and operator of
harness racing training facilities located in Lockport, Illinois. Since 1992,
Mr. McEnery has been a Director and investor in the Empress Riverboat Casino
Corporation, the owner and operator of riverboat casino operation in Joliet,
Illinois and is an investor in a riverboat casino operation in Hammond, Indiana.
Mr. McEnery has been a member of the Company's Board of Directors since February
1993 and is a member of its Audit Committee and Nominating Committee.

F. LANCE CALLIS has been a partner with the law firm of Callis, Papa, Hale,
Jensen, Jackstadt, Bailey & Halloran P.C. (formerly Pratt & Callis, P.C.), with
offices in St. Louis, Missouri and Granite City, Illinois, since 1986. Mr.
Callis has been a member of the Board of Directors of the Company since February
1993 and is a member of its Compensation and Nominating Committees.

JOHN B. PRATT, SR. has practiced law in White Hall, Illinois as a sole
practitioner since 1986. He has been a member of the Board of Directors of the
Company since February 1993 and is a member of its Compensation and Audit
Committees.

EDWARD F. BRENNAN has been a principal in the law firm of Brennan, Cates &
Constance in Belleville, Illinois since 1987. He has been a member of the Board
of Directors of the Company since January 1995.

PATSY S. HUBBARD has been employed by the Company since September 1991 and
currently serves as Secretary of the Company. From 1978 through 1991, Ms.
Hubbard was an Enrolled Agent/Paralegal at the law firm of Farrell & Long, P.C.,
Godfrey, Illinois. Prior to the initial public offering, Ms. Hubbard also served
as Assistant Corporate Secretary to one of the corporate partners of the
predecessor entity of the Company.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company receive a fee of $25,000 per
annum plus $1,000 per board meeting and $900 per committee meeting. An
additional annual fee of $2,500 is paid to each committee chairman. Directors
who are employees of the Company do not receive additional compensation for
service as a director. In addition, pursuant to the 1993 Directors Stock Option
Plan ("Directors Option Plan") each non-employee director is granted as of the
date of their election a non-qualified stock option for 3,000 shares of Common
Stock exercisable 1,000 as of date of grant and 1,000 on the first and second
anniversaries of the date of grant. The option price for directors is the market
price of the Common Stock as of the date of grant. Since the inception of the
Directors Option Plan, options representing 27,000 shares of Common Stock have
been issued under the Plan, of which 21,000 are currently outstanding, 21,000
are exercisable and 6,000 have been forfeited as a result of director
resignations.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors has established permanent audit, compensation and
nominating committees. The membership of each of these committees is determined
from time to time by the Board of Directors and, to date, only outside directors
have served on these committees. The Audit Committee, which held two meetings
during 1996, consists of Messrs. McEnery, Pratt, Gallagher and Bristol. The
Compensation Committee, which held no meetings in 1996, consists of Messrs.
Gallagher, Callis, and Pratt. The Nominating Committee, which held one meeting
in 1996, consists of Messrs. Callis, Cellini and McEnery. The Nominating
Committee met in January 1997 to propose two nominees whose election to the
Company's Board of Directors is a subject of this proxy statement.

The Audit Committee, subject to the requirements of the applicable state
gaming laws and regulatory authorities, appoints a firm of independent certified
public accountants to audit the books and accounts of the Company. In addition,
the Committee reviews and approves the scope and cost of

all services (including non-audit services) provided by the firm selected to
conduct the audit. The Committee also monitors the effectiveness of the audit
effort and financial reporting, and inquires into the adequacy of financial and
operating controls.

The Compensation Committee reviews and approves salaries and other matters
relating to compensation of the senior officers of the Company, including the
administration of the Stock Option Plan. The Compensation Committee also
formulates the Company's compensation policies and recommends compensation
programs to the Board of Directors.

The Company's Board of Directors met nine times during fiscal 1996. No
member of the Board of Directors participated in fewer than 75% of the aggregate
of the total number of meetings of the Board of Directors and the total number
of meetings held by all committees on which such director served.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth annual and long-term compensation for the
Company's Chief Executive Officer and four other most highly compensated
officers during 1996 (collectively, the "named executive officers"), as well as
certain other compensation information for the named executive officers during
the years indicated.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION (A)
ANNUAL COMPENSATION
------------------------------------------ ---------------------------
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (B) OPTIONS (#) COMPENSATION
- ------------------------------------ --------- ----------- ----------- ---------------- ----------- --------------

J. Thomas Long ..................... 1996 $ 650,000 -- -- $ 388,215(c)
Vice Chairman of the Board, Chief 1995 600,000 150,000 -- 388,388(c)
Executive Officer and General 1994 373,579 37,358 500,000 389,801(c)
Counsel
H. Steven Norton ................... 1996 $ 361,556 -- -- $ 4,750(d)
President and Chief 1995 365,734 90,389 -- 4,620(d)
Operating Officer 1994 327,465 32,747 250,000 --
Joseph G. Uram ..................... 1996 $ 206,600 -- -- $ 4,750(d)
Executive Vice President, 1995 211,367 51,650 -- 4,620(d)
Treasurer and 1994 173,055 17,306 250,000 4,674(d)
Chief Financial Officer
Daniel E. Evans(e) ................. 1996 $ 159,509 -- -- $ 4,750(d)
Executive Vice President -- 1995 159,026 38,738 -- 4,620(d)
Sales and Marketing 1994 121,177 12,118 150,000 4,684(d)
Arnold Block ....................... 1996 $ 178,077 -- -- $ 19,153(f)
General Manager 1995 134,039 30,490 -- 4,620(d)
Argosy Casino 1994 105,965 64,750 50,000 5,983(d)
Lawrenceburg

- ------------------------
(a) The Company does not have restricted stock award plans or long-term
incentive plans and has not granted stock appreciation rights.

(b) For each person named, "Other Annual Compensation" is below the level where
disclosure would be required.

(c) All other compensation for 1994, 1995 and 1996 includes installments in the
amount of $371,850 payable in connection with Mr. Long's retirement benefit.
See "Executive Compensation and Other Agreements." In 1994, 1995 and 1996,
Mr. Long received benefits for life insurance premiums paid by the Company
in the amount of $13,046, $11,918 and $11,615, respectively. In 1994, 1995,
and 1996 Mr. Long received matching contributions in the amount of $4,905,
$4,620 and $4,750 to the Company's 401(k) Employee Savings Plan.

(d) Represents matching contributions to the Company's 401(k) Employee Savings
Plan.

(e) The position of Executive Vice President--Sales and Marketing was eliminated
on February 4, 1997. Mr. Evans will receive compensation and benefits
through December 31, 1997, in accordance with his employment contract.

(f) All other compensation for 1996 includes $14,403 of temporary living
expenses and $4,750 of matching contributions to the Company's 401(k)
Employee Savings Plan.

OPTION GRANTS IN LAST FISCAL YEAR

There were no options granted by the Company during the year ended December
31, 1996 to the named executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information concerning options exercised
during 1996 and presents the value of unexercised options held by the named
executive officers at fiscal year end.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
SHARES ACQUIRED OPTIONS AT FISCAL YEAR THE-MONEY OPTIONS AT FISCAL
ON EXERCISE VALUE END (#) EXERCISABLE/ YEAR END (B)
NAME (#)(A) REALIZED ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------------------------- --------------- ------------- ----------------------- ---------------------------

J. Thomas Long (c)...................... -- -- 282,023/300,000 $ 0
H. Steven Norton........................ -- -- 128,799.5/150,000 $ 0
Joseph G. Uram.......................... -- -- 126,713/150,000 $ 0
Daniel E. Evans......................... -- -- 60,366.9/90,000 $ 0
Arnold Block............................ -- -- 20,709/30,000 $ 0

- ------------------------

(a) No options were exercised by the named executive officers during 1996.

(b) The last reported sale price of the Common Stock on the New York Stock
Exchange on December 31, 1995 was $4 5/8.

EMPLOYMENT AND OTHER AGREEMENTS

Mr. J. Thomas Long entered into an amended three-year employment agreement
with the Company in August 1994 pursuant to which Mr. Long agreed to continue to
serve as Chief Executive Officer and General Counsel. Under the agreement for
the period from January 1, 1996 to December 31, 1996 Mr. Long was paid $650,000
which increased to $700,000 on January 1, 1997. In addition to the base salary,
Mr. Long was entitled to participate in the Company's performance bonus program
for senior managers during the term of the employment agreement. The annual
performance bonus is subject to achieving certain performance related criteria
established by the Compensation Committee each year and limited to a maximum of
50% of an employee's base salary. Under his original employment contract that
was entered into in 1992, Mr. Long became entitled to receive a gross retirement
benefit equal to $1,859,250, in addition to his base salary, which vested upon
execution of the original employment contract and was payable in five equal
annual installments of $371,850, the last payment of which was made in September
of 1996. The non-competition provisions of the agreement restrict Mr. Long from
engaging in the gaming industry within a 100 miles radius of any of the
Company's gaming facilities during the term of employment and for one year
thereafter.

Mr. Long resigned as Chief Executive Officer, General Counsel and Vice
Chairman of the Board on January 13, 1997. See "Certain
Transactions"--Consulting Agreement--J. Thomas Long.

Pursuant to an informal arrangement, Mr. Norton is serving as President and
Chief Operating Officer of the Company for an initial annual base salary of
$350,000 in fiscal 1994 with annual increases equal to increases in the consumer
price index, plus participation in all performance bonus, stock option and other
benefit plans generally available to senior managers of the Company.

Pursuant to an informal arrangement, Mr. Uram is serving as Executive Vice
President, Chief Financial Officer and Treasurer of the Company for an initial
base salary of $200,000 in fiscal 1994 with annual increases equal to increases
in the consumer price index, plus participation in all performance, bonus, stock
option and other benefit plans generally available to senior managers of the
Company.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

No member of the Compensation Committee of the Company was, during the year
ended December 31, 1996, an officer, former officer or employee of the Company
or any of its subsidiaries. No executive officer of the Company served as a
member of (i) the compensation committee of another entity in which one of the
executive officers of such entity served on the Company's Compensation
Committee, (ii) the Board of Directors of another entity in which one of the
executive officers of such entity served on the Company's Compensation
Committee, or (iii) the compensation committee of another entity in which one of
the executive officers of such entity served as a member of the Company's Board
of Directors, during the year ended December 31, 1996.

REPORT OF COMPENSATION COMMITTEE

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR FUTURE
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHOLE OR IN PART, THE
FOLLOWING REPORT AND PERFORMANCE GRAPH SHALL NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILINGS.

INTRODUCTION

The Compensation Committee of the Board of Directors is responsible for
recommending executive compensation programs to the Board of Directors and for
making all compensation decisions with respect to the senior managers of the
Company. As of the end of 1996, the Compensation Committee was comprised of the
following directors: F. Lance Callis, Jimmy F. Gallagher and John B. Pratt, Sr.

EXECUTIVE COMPENSATION POLICY

The Compensation Committee endeavors to ensure that the compensation program
for the senior management team of the Company is effective in attracting and
retaining key executives responsible for the success of the Company and is
tailored to promote the long-term interests of the Company and its shareholders.
To that end, the Company's executive compensation program is principally
comprised of three elements, base salary, annual performance bonus and long-term
incentive compensation in the form of non-qualified stock options.

The Compensation Committee takes into account various qualitative and
quantitative indicators of corporate and individual performance in determining
the level and composition of compensation for the Company's officers. In
particular, the Compensation Committee considers several financial performance
measures, including asset, revenue and earnings per share growth. The Committee
also considers achievements that, while difficult to quantify, are important to
the Company's long-term success. For example, the Committee evaluates an
employee's contribution toward the Company's pursuit and opening of additional
gaming facilities in new and existing jurisdictions. The Compensation Committee
also seeks to create a mutuality of interest between the senior management team
and the Company's stockholders by increasing the officer's ownership of the
Company's Common Stock through the Stock Option Plan.

In July 1994, the Compensation Committee adopted a comprehensive executive
compensation program designed to attract and retain qualified management
employees and incentivize the Company's executive officers. At the time of the
adoption of this plan, the Company had undertaken an aggressive expansion
program involving the development of three new riverboat casinos in Riverside,
Missouri, Baton Rouge, Louisiana and Sioux City, Iowa, as well as the active
pursuit of a riverboat casino license in Lawrenceburg, Indiana. The base
salaries of each of the named executive officers for the Company's last
completed fiscal year were initially set pursuant to employment agreements
entered into and arrangements agreed to in 1994. The Compensation Committee also
made significant stock option grants to the named executive officers in July
1994 to recognize the efforts that are

required of such officers in implementing the Company's expansion program. In
light of the financial performance of the Company in 1996, the Compensation
Committee awarded no bonuses and granted no stock options for fiscal year 1996.

BASE SALARY

Salary levels for the Company's senior management team are significantly
influenced by the need to attract and retain management employees with
experience and expertise. In each case, consideration is given both to personal
factors, such as the individual's experience, and the responsibility associated
with his or her position and work performance, and to external factors, such as
salaries paid to similarly situated officers by comparable companies in the
gaming industry. With regard to the latter, the Compensation Committee
recognizes that the Company competes with numerous other companies for a limited
pool of experienced and skilled personnel. Therefore, it is critical that the
Company provide base salaries, incentive compensation and benefits that are
competitive in the casino industry. With respect to the personal factors, the
Compensation Committee makes salary decisions in a structured annual review with
input from the Chief Executive Officer. This annual review considers the
decision-making responsibilities of each position as well as the experience and
work performance of each executive. The Committee views work performance as the
single most important measurement factor. The Committee has enlisted the
assistance of outside compensation consultants to assist in its annual review.

ANNUAL BONUS

The Compensation Committee established in July 1994 a performance bonus
plan, whereby the Company's officers have the potential to earn up to 50% of
their base salary if certain bonus criteria adopted by the Compensation
Committee are met. No performance bonuses were granted in 1996. The bonus plan
is intended to compensate officers to the full extent of potential annual
incentive compensation as and when the Company realizes the goals and objectives
established by the bonus criteria adopted by the Compensation Committee.

STOCK OPTIONS

The Compensation Committee believe that the Company's financial performance
should be an important factor in the total compensation of the Company's senior
managers. Accordingly, the grant of non-qualified stock options is a major
component of overall executive compensation for the Company. The Compensation
Committee believes that the granting of stock options encourages the Company's
officers to pursue long-term goals and objectives that promote shareholder
value. In addition, in light of the entrepreneurial opportunities available to
individual executives in the dockside and riverboat casino industry, the Company
believes that providing an equity stake in the Company is vital in attracting
and retaining key executives.

The total of targeted or projected values of individual stock option grants
at the date of grant is set by the Compensation Committee considering market
practices for similar positions in similar industries and similar business
situations. No stock options were granted in 1996.

CHIEF EXECUTIVE OFFICER COMPENSATION

Based upon the assessment of the criteria outlined above, the Compensation
Committee also established the compensation levels of the Company's former Chief
Executive Officer, J. Thomas Long, and entered into an amended employment
agreement in August 1994. Under the terms of such agreement, Mr. Long, who also
served as the Vice Chairman of the Company's Board and as its General Counsel,
was granted an annual base salary of $700,000 for the period beginning January
1997. In addition, Mr. Long was also entitled to participate in the Company's
performance bonus and incentive stock option programs. Consistent with the
Compensation Committee's overall policies, Mr. Long was not granted stock
options in 1996. Mr. Long resigned his positions with the Company on January 13,
1997.

Mr. Bristol, a director of the Company, is currently serving as the Acting
Chief Executive Officer for which he receives a fee of $40,000 for each month of
service.

In attracting a new Chief Executive Officer the Compensation Committee will
utilize the criteria set forth above to establish compensation levels.

DEDUCTIBILITY OF COMPENSATION

For taxable years beginning January 1, 1994, Section 162(m) of the Internal
Revenue Code of 1986 generally limits to $1,000,000 per person the Company's
federal income tax deduction for compensation paid in any year to its Chief
Executive Officer and each of its four other highest paid executive officers to
the extent such compensation is not "performance based" within the meaning of
Section 162(m). The Compensation Committee believes that options granted under
the Stock Option Plan meet the requirements for performance based deductible
compensation. Under certain circumstances, compensation paid to an executive
officer of the Company could exceed the qualifying compensation limit for
deductibility under Section 162(m). The Compensation Committee will consider
ways to preserve the deductibility of compensation payments and benefits in
light of the limitation on deductibility under Section 162(m), while retaining
the discretion necessary to ensure executive officers are compensated in a
manner consistent with its compensation objectives.

This report is submitted by Jimmy F. Gallagher, F. Lance Callis and John B.
Pratt, Sr., being all of the members of the Compensation Committee.

JIMMY F. GALLAGHER
F. LANCE CALLIS
JOHN B. PRATT, SR.

PERFORMANCE GRAPH

The following graph sets forth the cumulative total stockholder return from
February 18, 1993 through December 31, 1996, assuming reinvestment of dividends,
of the Company, the NASDAQ Broad Market and the NASDAQ Amusement and Recreation
Services Index (the "Peer Group Index") which the Company considers to be its
peer industry group. The graph assumes an investment of $100 on February 18,
1993 in each of the Common Stock, the stocks comprising the NASDAQ Broad Market,
and the stocks comprising the Peer Group Index.

COMPARISON OF 46 MONTH CUMULATIVE TOTAL RETURN
AMONG ARGOSY GAMING CO., NASDAQ BROAD MARKET &
PEER (SIC 7900-7999) INDEXES (A)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

ARGOSY NASDAQ BROAD NASDAQ 79XX

2/18/93 $100.00 $100.00 $100.00
12/31/93 $96.80 $117.30 $150.50
12/30/94 $61.70 $114.70 $88.90
12/29/95 $39.60 $162.20 $70.60
12/31/96 $24.00 $199.50 $66.40

- ------------------------
(A) COMPRISED OF COMPANIES WHOSE STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET
TIER OF THE NASDAQ STOCK MARKET-SM- AND WHOSE STANDARD INDUSTRIAL
CLASSIFICATION ARE WITHIN 7900-7999

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock trades on the New York Stock Exchange under the
symbol AGY. On March 7, 1997, the Common Stock was held by 907 stockholders of
record. The following table sets forth the high and low sales prices per share
of Common Stock, as reported by the New York Stock Exchange and Nasdaq, for the
periods indicated. These quotations and sales prices do not include retail
mark-ups, mark-downs or commissions.

PRICE RANGE OF
COMMON STOCK
YEAR ENDING DECEMBER 31, 1995 -------------------
(NASDAQ) HIGH LOW
- ------------------------------ ------- ---------

1st Quarter................... $12 3/4 $ 9
2nd Quarter................... 14 3/8 10 3/4
3rd Quarter................... 17 1/2 11 5/8
4th Quarter................... 12 1/8 7 1/4

PRICE RANGE OF
COMMON STOCK
-------------------
YEAR ENDING DECEMBER 31, 1996 HIGH LOW
- ------------------------------ ------- ---------

1st Quarter (Nasdaq).......... $ 9 1/4 $ 6 11/16
2nd Quarter (Nasdaq).......... 8 3/4 7
3rd Quarter (NYSE listed on
July 5, 1996)................ 7 3/4 4 1/4
4th Quarter (NYSE)............ 7 1/8 4 1/2

On March 12, 1997, the reported last sales price for the Common Stock was
$4.

Since the Company's initial public offering in February 1993, the Company
has not declared or paid any cash dividends or distributions on its capital
stock. Although the Company currently intends to retain its earnings to finance
future growth and therefore has no present intention of paying dividends, this
policy will be reviewed quarterly by the Company's Board of Directors in light
of, among other things, its results of operations, capital requirements, any
restrictions imposed by applicable gaming regulations and restrictions imposed
by the Company's indentures and loan documents.

CERTAIN TRANSACTIONS

ARRANGEMENT WITH L. THOMAS LAKIN IN CONNECTION WITH GAMING OPPORTUNITIES IN ST.
LOUIS

Since January 1991, Mr. L. Thomas Lakin, a director of the Company until
July 1993, expended significant amounts of personal time on the Company's behalf
developing a proposed St. Louis gaming opportunity. In recognition of such
services, the Company in January 1993 entered into an agreement with Mr. Lakin
pursuant to which he will be entitled to $1 million if a proposed St. Louis
casino venture is successfully completed. To be entitled to payment the St.
Louis gaming facility must commence gaming operations. When earned, the Company
will pay Mr. Lakin such amount in twenty quarterly installments with interest
thereon from the date a payment is earned at 7% per annum. The agreement also
provided for a similar compensation arrangement under which Mr. Lakin would have
been paid $2 million if the Company was successful in pursuing a potential
gaming opportunity in Lake Pontchartrain/New Orleans. The Company was informed
on June 23, 1993 by the Louisiana Gaming Commission that it was not selected
from among the group of potential operators pursuing gaming sites in Lake
Pontchartrain/New Orleans. The Company currently has no plans to further pursue
gaming opportunities in Lake Pontchartrain/New Orleans and St. Louis.

AGREEMENT WITH STEVEN NORTON IN CONNECTION WITH GAMING OPPORTUNITIES IN INDIANA

Prior to joining the Company in January 1993 to serve as President, Mr.
Steven Norton advised the Company that he had been pursuing gaming opportunities
in Indiana, and two other jurisdictions (each a "Potential Venture" and
collectively "Potential Ventures"). As of the date hereof, of such jurisdictions
only Indiana has adopted legislation approving gaming. As part of his employment
arrangement with the Company, the Company and Mr. Norton agreed that Mr. Norton
may pursue the

Potential Ventures provided he devotes full time and attention to his duties as
an employee of the Company. With respect to the Potential Ventures other than
Indiana, Mr. Norton has granted to the Company the right of first refusal to
participate in such Potential Ventures, subject to the condition that Mr. Norton
and the Company agree on a satisfactory financial arrangement that may include
Mr. Norton having an equity interest in such Potential Venture together with the
Company and other third parties. If the Company elects not to pursue any of the
Potential Ventures, Mr. Norton may individually pursue such venture, subject to
his obligation to devote his full time to the business of the Company, and the
Company may in such case elect to terminate his employment with the Company.
With respect to the Potential Venture in Indiana, Indiana Gaming Company
("Indiana Gaming"), a wholly owned subsidiary of the Company, as General Partner
has entered into an agreement of limited partnership with Centaur, Inc.
("Centaur"), Conseco Entertainment, L.L.C. ("Conseco") and RJ Investments, Inc.
("RJ"), as limited partners, and opened a riverboat gaming facility in
Lawrenceburg, Indiana. Pursuant to the agreement, Indiana Gaming will own 57.5%
of the Indiana joint venture, Centaur will own 9.5% (of which Mr. Norton will
have a 25% equity interest), and Conseco and RJ will own the remainder. With
respect to the other Potential Ventures, if the Company pursues a Potential
Venture it shall reimburse Mr. Norton for his expenses in connection therewith
incurred since the date of his employment with the Company.

LITIGATION BETWEEN STEVEN NORTON AND JOHN T. CONNORS.

H. STEVEN NORTON V. JOHN T. CONNORS, ET AL.

In September, 1993, H. Steven Norton, who was then and is now the President
of the Company, filed a cause of action against John T. Connors, a significant
shareholder of the Company and a former officer of J. Connors Group Inc., a
predecessor entity of the Company ("JCG"), seeking $50 million in damages. Mr.
Norton alleged that Mr. Connors failed to fulfill his promise made in the summer
of 1991 to establish a partnership with Mr. Norton in which each would have an
equal 50% interest in JCG, which had a 25% partnership interest in the Company's
predecessor entity that owned the Alton Belle Casino. As a result of the
reorganization effected immediately prior to its initial public offering, the
Company succeeded to all the rights, properties and assets, and assumed all the
liabilities, of all of its predecessor entities, including JCG. Subsequent to
the filing of the lawsuit, Mr. Connors advised the Company that his dealings
with Mr. Norton, which are the subject of the litigation, were in his capacity
as an officer of JCG, and that the Company should assume the defense and
reimburse Mr. Connors for the approximately $130,000 spent to date on legal
fees, and that any liability resulting from the litigation was assumed by the
Company as a result of Company's reorganization. The Company responded to Mr.
Connors that it believed that his actions and dealings with Mr. Norton were
solely in his individual capacity as a shareholder of JCG, and the Company
declined to assume the defense or reimburse him for previously incurred legal
fees, and the Company denied that it has any liability with respect to such
matter. If, however, JCG were to have been found liable to Mr. Norton as a
result of the actions of Mr. Connors, then the Company could under certain
circumstances be liable to Mr. Norton for any damages awarded against JCG.

In April 1995, Messrs. Norton and Connors agreed to voluntarily dismiss the
lawsuit without prejudice. However, on May 22, 1996 Mr. Norton refiled the suit
against Mr. Connors and is again seeking $50 million in damages. The Company
believes that Mr. Connors will again seek to cause the Company to indemnify and
reimburse him from liability thereunder. Therefore, there can be no assurance
that the lawsuit will not lead to events having a material adverse effect on the
Company.

THE FARRELL LAW FIRM -- ATTORNEY FEES

The Company paid approximately $6,742.58 for the year ended December 31,
1996 to The Farrell Law Firm. Until October 1992, Mr. Long was a partner in a
predecessor of that firm and he is currently of counsel to The Farrell Law Firm.

CONSULTING AGREEMENT -- J THOMAS LONG

In consideration for rendering consulting services to the Company, Mr. Long
shall receive for the period ending December 31, 1997 the amounts otherwise
payable to Mr. Long under his employment agreement and for the period commencing
January 1, 1998 and ending December 31, 1999 Mr. Long shall receive a consulting
fee of $175,000 per year.

ACTING CHIEF EXECUTIVE OFFICER -- GEORGE L. BRISTOL

Mr. Bristol, a director of the Company, is currently serving as the Acting
Chief Executive Officer for which he receives a fee of $40,000 for each month of
service.

INDEMNIFICATION AGREEMENTS

The Company has entered into an indemnification agreement with each of its
directors and executive officers to provide them with the maximum
indemnification allowed under the Company's Certificate of Incorporation,
By-Laws and applicable law.

STOCKHOLDER PROPOSALS

Stockholder's proposals intended to be presented at the 1998 Annual Meeting
of Stockholders of the Company must be received in writing by the Company no
later than November 24, 1997 and no earlier than October 25, 1997, for inclusion
in the Company's proxy statement and proxy card relating to the 1998 Annual
Meeting.

INDEPENDENT PUBLIC ACCOUNTANTS

The Company has been advised that a representative of Ernst & Young, its
independent auditors, will be present at the Annual Meeting, will be available
to respond to appropriate questions, and will be given an opportunity to make a
statement if he or she so desires.

OTHER MATTERS

The Company knows of no other matters to be submitted to the stockholders at
the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is the intention of the person named in the enclosed form of proxy
to vote the shares they represent in accordance with the judgments of the
persons voting the proxies.

The Annual Report of the Company for the year ending December 31, 1996, was
mailed to stockholders together with this Proxy Statement.

UPON WRITTEN REQUEST BY ANY STOCKHOLDER ENTITLED TO VOTE AT THE 1997 ANNUAL
MEETING, THE COMPANY WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF THE FORM
10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1996 THAT IS REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES. IF THE PERSON REQUESTING THE REPORT WAS NOT A
STOCKHOLDER OF RECORD ON MARCH 7, 1997, THE REQUEST MUST CONTAIN A GOOD FAITH
REPRESENTATION THAT THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF
COMPANY'S COMMON STOCK AT THE CLOSE OF BUSINESS ON THAT DATE. REQUESTS SHOULD BE
ADDRESSED TO PATSY S. HUBBARD, ARGOSY GAMING COMPANY, 219 PIASA STREET, ALTON,
ILLINOIS 62002.

By Order of the Board of Directors
PATSY S. HUBBARD
SECRETARY

PROXY PROXY

ARGOSY GAMING COMPANY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 22, 1997

The undersigned hereby appoints H. Steven Norton and Joseph G. Uram, and each
of them, attorneys and proxies, with the power of substitution in each of
them, to vote for and on behalf of the undersigned at the Annual Meeting of
Shareholders of the Corporation to be held on April 22, 1997, and at any
adjournment thereof, upon matters properly coming before the meeting, as set
forth in the related Notice of Meeting and Proxy Statement, both of which
have been received by the undersigned. Without otherwise limiting the general
authorization given hereby, said attorneys and proxies are instructed to vote
as follows:

YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE
REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.

ARGOSY GAMING COMPANY

1997 PROXY

PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK PEN ONLY.

1. Election of Directors
Nominees: George L. Bristol and Jimmy F. Gallagher.

For All Withheld All For All Except
/ / / / / /

Nominee(s) written below

- ----------------------------------------------

2. To take action upon any other business as may properly come before the
meeting.

A vote FOR Item 1 is recommended by the Board of Directors.
Mark here if you plan to attend the meeting. / /

Please sign this proxy and return it promptly whether or not you expect to
attend the meeting. You may nevertheless vote in person if you attend. Please
sign exactly as your name appears herein. Give full title if an Attorney,
Executor, Administrator, Trustee, Guardian, etc. For an account in the name
of two or more persons, each should sign, or if one signs, he should attach
evidence of his authority.

Dated:_______________________, 1997

- -----------------------------------
Signature

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATION MADE. IF NO CHOICES
ARE INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.