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                SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 10, 1997


                            AMERISTAR CASINOS, INC.


                               OFFER TO EXCHANGE
              10-1/2% SENIOR SUBORDINATED NOTES DUE 2004 SERIES B
                          FOR ANY AND ALL OUTSTANDING
              10-1/2% SENIOR SUBORDINATED NOTES DUE 2004 SERIES A



MISSISSIPPI COMPETITION

        The following information supplements the disclosures set forth on  
page 19 of the Prospectus under the caption "Risk Factors -- Competition --
Ameristar Vicksburg" and should be read in conjunction with such disclosures.

        On December 17, 1997, the Circuit Court of the Second Judicial District
of Hinds County, Mississippi issued an order reversing the decision of the
Mississippi Gaming Commission (the "Mississippi Commission") that a site along
the Big Black River was unsuitable for the development of a casino. The court
found that the Mississippi Commission's decision was arbitrary and capricious
and remanded the application to the Mississippi Commission for further
proceedings in accordance with the Mississippi Commission's rules and
regulations. The decision of the court is subject to appeal by the Mississippi
Commission, but the Mississippi Commission has not yet publicly stated its
intentions with respect to filing an appeal.

EXTENSION OF EXCHANGE OFFER

        Through a press release dated December 17, 1997, the Company announced
that it was extending the expiration date for the Exchange Offer to December
26, 1997.





          The date of this Prospectus Supplement is December 17, 1997.