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<SEC-DOCUMENT>0000911147-01-000005.txt : 20010409
<SEC-HEADER>0000911147-01-000005.hdr.sgml : 20010409
ACCESSION NUMBER:		0000911147-01-000005
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010402

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTURY CASINOS INC /CO/
		CENTRAL INDEX KEY:			0000911147
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
		IRS NUMBER:				841271317
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		
		SEC FILE NUMBER:	000-22900
		FILM NUMBER:		1588665

	BUSINESS ADDRESS:	
		STREET 1:		200-220 EAST BENNETT AVE
		STREET 2:		SUITE 755
		CITY:			CRIPPLE CREEK
		STATE:			CO
		ZIP:			80813
		BUSINESS PHONE:		7196890333

	MAIL ADDRESS:	
		STREET 1:		200-220 EAST BENNETT AVENUE
		STREET 2:		SUITE 755
		CITY:			CRIPPLE CREEK
		STATE:			CO
		ZIP:			80813

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENTURY CASINOS INC
		DATE OF NAME CHANGE:	19940802

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALPINE GAMING INC
		DATE OF NAME CHANGE:	19930824
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For  the fiscal year ended:  December 31, 2000    Commission File No. 0-22290
- --------------------------                        ------------------

                              CENTURY CASINOS,  INC.
                             -----------------------
                 (Name of small business issuer in its charter)

                 Delaware                            84-1271317
     ---------------------------------------------------------------------------
     (State  or  other jurisdiction of      (I.R.S. Employer Identification No.)
           incorporation  or  organization)

                200 - 220 E. Bennett Ave., Cripple Creek, CO 80813
              ----------------------------------------------------
             (Address of principal executive offices) (Zip code)

                                (719) 689-9100
                               ---------------
                (Issuer's telephone number, including area code)

   Securities Registered Pursuant to Section 12(b) of the Exchange Act:  None.
      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                          Common Stock, $.01 Par Value
                          ----------------------------
                               (Title of classes)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing requirements for the past 90 days.  Yes [ X ]  No [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained  in this form and no disclosure will be contained, to
the  best  of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [  X  ]

State  the  issuer's  revenues  for  its  most  recent fiscal year:  $29,009,038

The  aggregate market value of the voting common stock held by non-affiliates of
the  Registrant  on March 23, 2001, was approximately $17,066,541 based upon the
average  of  the  reported range of sale price of such shares on Nasdaq for that
date.  As  of  March  23,  2001,  there  were  13,873,684 shares of common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Part III incorporates by reference from the
Registrant's  Definitive  Proxy  Statement  for  its  2001  Annual  Meeting  of
Stockholders  to  be  filed  with the Commission within 120 days of December 31,
2000.


                                        1
<PAGE>
Item  1.     Business.
- -------      --------

GENERAL

     Century Casinos, Inc. and its subsidiaries (the "Company"), own and operate
a  limited-stakes  gaming  casino in Cripple Creek, Colorado, manage a casino in
the  Marriott  Hotel  in  Prague, Czech Republic, own 65% of, is developing, and
manages  a  hotel  and  casino  resort  in  Caledon,  South  Africa,  serve  as
concessionaire  of  small  casinos on luxury cruise vessels and regularly pursue
gaming  opportunities internationally and in the United States. Prior to July 1,
1996,  the  Company's  operations  in  Cripple Creek consisted of Legends Casino
("Legends"),  which the Company had acquired on March 31, 1994, through a merger
with  Alpine Gaming, Inc. ("Alpine").  On July 1, 1996, the Company acquired the
net  assets of Gold Creek Associates, L.P. ("Gold Creek"), the owner of Womack's
Saloon  &  Gaming  Parlor ("Womacks"), which was adjacent to Legends.  Following
the  acquisition  of  Womacks,  both  properties  were  renovated  to facilitate
operation  and marketing of the combined properties as one casino under the name
"Womacks/Legends  Casino."  The Company's operating revenue for 1999 was derived
principally  from  its casino operations in Cripple Creek. In the year 2000, the
acquisition  of  Caledon Casino Hotel & Spa has contributed significant revenues
to  the  consolidated  results  of  the  Company  as  reported  in Note 7 of the
Consolidated  Financial  Statements.  See  the Consolidated Financial Statements
and  the  notes  thereto  included  herein.

     The  Company  was  formed in 1992 to acquire ownership interests in, and to
obtain management contracts with respect to, gaming establishments.  The Company
was  founded  by a team of career gaming executives who had worked primarily for
an Austrian gaming company that owned and operated casinos throughout the world.
The  Company,  formerly  known  as Alpine, is a result of a business combination
completed  on March 31, 1994, pursuant to which Century Casinos Management, Inc.
("Century  Management")  shareholders  acquired  approximately  76%  of the then
issued  and  outstanding  voting stock of the Company, and all officer and board
positions  of  the  Company  were  assumed  by  the  management  team of Century
Management.  Effective  June  7,  1994,  the  Company reincorporated in Delaware
under  the  name  "Century  Casinos, Inc."  Because the Company is the result of
this  transaction, the Company's business has been combined with that of Century
Management, and references herein to the Company refer to the combined entities,
unless  the  context  otherwise  requires.

     Information  contained  in  this  Form  10-KSB  contains  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995,  which  can  be  identified  by  the  use of words such as  "may," "will,"
"expect,""anticipate,"  "estimate"  or  "continue,"  or  variations  thereon  or
comparable  terminology.  In  addition, all statements, other than statements of
historical  facts,  that  address  activities,  events  or developments that the
Company  expects,  believes  or anticipates will or may occur in the future, and
other  such  matters,  are  forward-looking  statements.

     The  future  results  of  the  Company  may  vary  materially  from  those
anticipated  by  management,  and may be affected by various trends and factors,
which  are  beyond  the  control  of  the  Company.  These  risks  include  the
competitive  environment in which the Company operates, the Company's dependence
upon  the  Cripple  Creek,  Colorado  gaming market, the effects of governmental
regulation  and  other  risks  described  herein.


                                        2
<PAGE>
Property  and  Project  Descriptions

     Womacks/Legends  Casino,  Cripple  Creek,  Colorado.

     On July 1, 1996, the Company purchased substantially all of the assets, and
assumed  substantially  all  of  the  liabilities,  of  Gold Creek, the owner of
Womacks  in Cripple Creek, Colorado. Following the Company's acquisition of Gold
Creek,  the Womacks property was consolidated with the Company's Legends Casino,
and  the  combined  properties have been operated and marketed since then as one
casino  under  the name "Womacks/Legends Casino." Management implemented certain
consolidation,  expansion  and capital improvement programs. The Company created
openings  in the common walls in order to open up and integrate the gaming areas
of  Legends and Womacks; expanded the existing player tracking system of Womacks
to  include  all  of  the  Legends  gaming  devices;  made  general  interior
enhancements;  and  installed  additional  gaming  devices  and  replaced  older
generation  equipment.

     Womacks/Legends  Casino  is  located  at  200 to 220 East Bennett Avenue in
Cripple  Creek, Colorado. The lots comprising 200 to 210 East Bennett Avenue are
owned  by  wholly-owned  subsidiaries of the Company and are collateralized by a
first  mortgage  held  by  Wells  Fargo  Bank.  See  Note  5 to the Consolidated
Financial  Statements  for  further  information.

     The  Company  holds  a  subleasehold  interest  in  the  real  property and
improvements  located  at 220 East Bennett Avenue.  The sublease, as assigned to
WMCK-Acquisition  Corp.,  provides  for  monthly rental payments of $16,000, and
expires  on  June  20,  2005  unless  terminated  by the Company with 12 months'
advance  notice.  The  Company  has  an  option  to  acquire the property at the
expiration  of  the  sublease  at  an  exercise  price  of  $1,500,000.

     In  June  1998, the Company acquired 22,000 square feet of land (the "Hicks
Property")  from  an unaffiliated third party.  The property, which is zoned for
gaming,  is  adjacent to Womacks/Legends Casino.  A partially-completed building
structure  that  occupied  a portion of the land was subsequently razed, and the
entire  property  has  been improved to provide the first paved customer parking
spaces  in  the  Cripple  Creek  market.  The purchase price of $3.6 million was
financed  through the Company's revolving credit facility with Wells Fargo Bank.

                                        3
<PAGE>
     Womacks/Legends  Casino  currently  has approximately 608 slot and video
devices and  eight  gaming  tables.  Womacks/Legends  Casino has 150 feet of
frontage on Bennett  Avenue,  the main gaming thoroughfare in Cripple Creek, and
110 feet of frontage on Second Street, with approximately 40,000 square feet of
floor space.

     Management  believes  that,  in addition to providing an adequate number of
hotel rooms, an integral component in attracting gaming patrons to Cripple Creek
is  the  availability  of  adequate, nearby parking spaces.  Management believes
that  it  has  secured  adequate  parking  for the operations of Womacks/Legends
Casino. The Company presently owns or leases nearly four hundred parking spaces,
including  more  than  100  spaces that became available in May 2000 through the
purchase  of  two  nearby  parcels  of  land.

     In  1997,  the  Company exercised its purchase option to acquire three lots
(formerly  known  as  the "Wright Property"), consisting of 8,250 square feet of
land  across  the street from Womacks/Legends Casino, for $785,000 in cash. This
acquisition  provides  the  Company  with  30  additional  parking  spaces.

     The  Company  leases  99 contiguous parking spaces from the City of Cripple
Creek.  Annual  rent  payments total $90,000 and the lease agreement, as amended
on  February  17,  2000,  expires  on  May  31,  2010.  The agreement contains a
purchase option whereby the Company may purchase the property for $3.25 million,
less  cumulative  lease  payments, at any time during the remainder of the lease
term.  The  Company  has  paved  the property and currently uses it for customer
parking.

     In  March  1999, the Company entered into a purchase option agreement for a
piece  of  property,  located  in  Cripple  Creek across Bennett Avenue from its
Womacks/Legends  Casino.  The  agreement,  as amended in February 2000, provides
for  an  option  period  through  March  31,  2004 and an exercise price of $1.5
million,  less  50%  of  cumulative  option  payments through the exercise date.

     In  May  2000, the Company completed its acquisition of two parcels of land
located  near  its  Womacks/Legends  Casino  for $1.85 million.  The two parcels
provide  more  than  100  parking  spaces for casino patrons and those attending
events  held  at  the  Womacks  Events  Center,  located  adjacent  thereto.

     In  August  2000, the Company opened the Womacks Events Center located near
its  Womacks/Legends  Casino.  The  Company believes the 500-seat Womacks Events
Center  can  further increase the number of visitors to Cripple Creek and add to
the  consistent  growth experienced in the Cripple Creek gaming market.  Through
an  arrangement  with  the  City of Cripple Creek, Century intends to market the
Events  Center  as  an  additional  attraction  bringing  people to the City via
meetings, conventions, shows and other special events on a year-round basis.  As
an  additional  benefit,  the  second  floor  of the building houses much of the
Company's  administration and accounting departments thereby freeing up valuable
floor-space  in its Womacks/Legends Casino and allowing for additional hotel and
casino  expansion.


                                        4
<PAGE>
     The  Caledon  Casino,  Hotel  &  Spa  -  Caledon,  South  Africa

     An  application  for  a  casino license in Caledon, province of the Western
Cape,  was filed in October 1999 with the Western Cape Gambling and Racing Board
by Caledon Casino Bid Company (Pty) Limited ("CCBC").  The Company's subsidiary,
Century Casinos Africa (Pty) Ltd "CCA"), originally had a 50% equity interest in
CCBC, by virtue of an agreement entered into between CCA and CCBC, together with
various  affiliated  entities. In December 1999, in anticipation of a successful
application,  the  Company  entered  into a ten-year casino management agreement
with  CCBC, which agreement may be extended at the Company's option for multiple
ten-year  periods,  whereby  the  Company  will  earn  management  fees based on
percentages of annual gaming revenue and earnings before interest, income taxes,
depreciation,  amortization  and  certain  other  costs.

     On February 16, 2000,   the Western Cape Board awarded Successful Applicant
status to CCBC.     On  April 13 2000 CCBC was awarded the final license and the
Company, through CCA, invested approximately $3.8 million (based on the exchange
rate at  that time) consisting of approximately $1.5 million ( 10 million  South
African  Rands)  in  equity and $2.3 million in debt ( 15 million South  African
Rands).  In  December, 2000 the Company reported that, through a subsidiary,  it
had completed its acquisition of an additional 15% of The Caledon Casino,  Hotel
and  Spa  -  raising its ownership of the project to 65%. Terms of the agreement
included the payment of approximately  $1.8 million  U.S. Dollars by Century  to
its partners in exchange for 15% of  the total ordinary shares  of  the  project
(valued  at  approximately  $1.2 million)  and a shareholder loan to the project
previously  held  by  its  partners  (with  a  value of approximately $600,000).

     The Caledon Casino Hotel and Spa is located approximately one hour's drive
from Cape Town on approximately 600 acres (230 hectares) of land adjacent to the
N-2 highway, the main thoroughfare between Cape Town and Durban. This highway is
known as the Garden Route, passing through an established tourist area known for
its  popular  coastal  towns, whale watching and wineries.  Caledon is home to a
100  year-old  annual  wild  flower  show and a well-known 200 year-old national
landmark  with  mineral  hot  springs  located  on  the  resort  site.

     The Caledon Casino, Hotel and Spa  employs approximately 400 staff from the
neighboring  communities  and includes a casino with 250 slot/video machines and
14  tables,  a 92-room hotel, mineral hot springs facility, two restaurants, two
bars,  a  gift  shop,  conference  facilities,  an  outdoor amphitheatre and the
Outdoor  Experience  -  a corporate team building facility.  In addition, zoning
approval  has been secured for the potential future development of the resort to
include  a  championship golf course, up to 350 residential or time-share units,
possible  additional  hotel  accommodations  and  additional  retail facilities.


     Casino  Millennium,  Prague,  Czech  Republic

     In  January  1999,  the Company reached a 20-year definitive agreement with
Casino  Millennium  a.s.,  a  Czech company, and with B.H. Centrum a.s., a Czech
subsidiary  of  Bau  Holding AG, one of the largest construction and development
companies  in  Europe,  to  operate  a casino in the five-star Marriott Hotel in
Prague,  Czech  Republic.  The  Company  provides  casino management services in
exchange  for  10%  of  the  casino's  gross  revenue,  and  has provided gaming
equipment  for  45%  of the casino's net profit.  The hotel and casino opened in
July  1999.

     In January 2000, the Company entered into a memorandum of agreement to
either acquire a 50% ownership interest in Casino Millennium a.s. or to form a
new joint venture with B.H. Centrum a.s., which joint venture would acquire all
of the assets of Casino Millennium.  The Company anticipates that the
transaction will  be  completed  in  2001.


                                        5
<PAGE>

     Silversea  Cruises

     In  May  2000,  the  Company signed a five-year casino concession agreement
with  Silversea  Cruises,  a  world-renowned, six-star cruise line based in Fort
Lauderdale,  Florida.  The  agreement  gives  the Company the exclusive right to
install  and  operate  casinos  aboard  four Silversea vessels. The Company will
operate  each shipboard casino for its own account and pay concession fees based
on  gross  gaming  revenue

     Starting in late September with the new, 388-passenger Silver Shadow,
Century began its shipboard casino operations.  Within 60 days thereafter, the
Company installed casinos on the 296-passenger vessels Silver Wind and Silver
Cloud.  Century will install its fourth casino aboard the new, 388-passenger
Silver Whisper scheduled to depart on its maiden voyage in July of 2001.  The
Company anticipates  that  it  will have an approximate total of 210 gaming
positions on the  four  combined  shipboard  casinos.


     The  World  of  ResidenSea

     On August 30, 2000 Century signed a five-year casino concession agreement
with The World of ResidenSea Ltd., the owner and operator of the world's first
ocean going luxury resort, based in Freeport, Bahamas.  ResidenSea is the first
to offer private residences on board  a  ship  for  purchase by customers.  The
ResidenSea  vessel has a total of 198 suites (including 88 guest suites) ranging
in  price  from  $2  to  $7  million.

     Century will equip and operate the shipboard casino  with up to 45 gaming
positions  on the vessel that is scheduled to depart for its maiden voyage early
in  2002.  As  with the casino concession agreements with Silversea, Century has
negotiated  a  five-year concession agreement with ResidenSea, will operate each
shipboard  casino  for  its  own  account and pay concession fees based on gross
gaming revenue. In addition, the Company has a right of first refusal to install
casinos  aboard any new ships built or acquired by ResidenSea during the term of
the  agreement.


                                        6
<PAGE>
Additional  Company  Projects

     In  addition  to Womacks/Legends Casino in Cripple Creek, Colorado, Caledon
Casino,  Hotel  and  Spa in Caledon , South Africa, Casino Millennium in Prague,
Czech  Republic,  Silversea  Cruises and ResidenSea, the Company has a number of
potential  gaming  projects  in  various  stages of development.  Along with the
capital  needs of these potential projects, there are various other risks which,
if  they  materialize,  could  materially adversely affect a proposed project or
eliminate  its  feasibility  altogether. For example, in order to conduct gaming
operations  in most jurisdictions, the Company must first obtain gaming licenses
or  receive  regulatory  clearances.  To  date,  the Company has obtained gaming
licenses  or approval to operate gaming facilities in Colorado, Louisiana, on an
American  Indian  reservation  in California, the Czech Republic and the Western
Cape  province  of  South Africa.  While management believes that the Company is
licensable  in any jurisdiction, each licensing process is unique and requires a
significant  amount  of  funds and management time. The licensing process in any
particular  jurisdiction can take significant time and expense through licensing
fees,  background  investigation  costs,  fees  of  counsel and other associated
preparation  costs.  Moreover,  should  the  Company  proceed  with  a licensing
approval process with industry partners, such industry partners would be subject
to  regulatory review as well. The Company seeks to satisfy itself that industry
partners  are licensable, but cannot assure that such partners will, in fact, be
licensable.  Additional  risks before commencing operations include the time and
expense incurred and unforeseen difficulties in obtaining suitable sites, liquor
licenses, building permits, materials, competent and able contractors, supplies,
employees,  gaming  devices  and  related matters. In addition, certain licenses
include  competitive  situations where, even if the Company is licensable, other
factors  such  as  the  economic  impact of gaming and financial and operational
capabilities  of competitors must be analyzed by regulatory authorities.  All of
these risks should be viewed in light of the Company's limited staff and limited
capital.

     Also,  the  Company's ability to expand to additional locations will depend
upon  a number of factors, including, but not limited to: (i) the identification
and  availability  of  suitable  locations,  and  the  negotiation of acceptable
purchase,  lease,  joint  venture  or other terms; (ii) the securing of required
state and local licenses, permits and approvals, which in some jurisdictions are
limited  in number; (iii) political factors; (iv) the risks typically associated
with any new construction project; (v) the availability of adequate financing on
acceptable  terms;  and  (vi)  for  locations outside the United States, all the
risks  of  foreign  operations,  including  currency  controls, unforeseen local
regulations,  political  instability  and  other  related  risks.  Certain
jurisdictions  issue  licenses  or  approval  for  gaming operations by inviting
proposals  from  all interested parties, which may increase competition for such
licenses or approvals.  The development of dockside and riverboat casinos in the
United  States  of America may require approval from the Army Corps of Engineers
and  will be subject to significant Coast Guard regulations governing design and
operation.  Most  of  these factors are beyond the control of the Company.  As a
result,  there  can  be  no assurance that the Company will be able to expand to
additional  locations  or, if such expansion occurs, that it will be successful.
Further, the Company anticipates that it will continue to expense certain costs,
which  have  been  substantial in the past and may continue to be substantial in
the  future,  in  connection  with  the  pursuit  of  expansion  projects



                                        7
<PAGE>


The  following  describes  other  activities  of  the  Company.

     South Africa - Legislation enacted in 1996 in South Africa provides for the
award  of  up to 40 casino licenses throughout the country. To date, the Company
has  entered  into agreements with various local consortia to provide consulting
services  during  the  application  phase, as well as casino management services
should  the  Company's  partners  be  awarded  one  or  more  licenses.

     Under  South African gaming legislation passed in 1996, six casino licenses
were  allocated  to  the  province  of  Gauteng  -  primarily  for  the  Greater
Johannesburg  area.  Silverstar  Development Ltd., a consortium owned by trusts,
corporations  and individuals from the province, chose Century Casinos as equity
and  management partner for its proposed 1,000 gaming position casino, hotel and
entertainment  resort  in  the  West  Rand  region  (western  portion of greater
Johannesburg). Since joining forces more than four years ago, Century has helped
Silverstar  work  through  a  series of legal issues regarding the award of this
gaming  license  -  culminating  in  March 2000 with Silverstar entering into an
agreement  with  the competing license applicant. This agreement has settled all
past claims and has brought both parties together in an effort to jointly secure
the  sixth  and  final gaming license in the province. In a process entered into
with  the Gauteng Gambling Board for their consideration of the amended proposal
for  a  casino  license,  the  parties  jointly  filed  the  requisite amendment
application.  There  can  be no certainty regarding the award of this license or
that  this  license  will  ultimately be awarded to the consortium Silverstar is
part  of.

Riverboat Development Agreement - Indiana.  - In December 1995, the Company sold
its  80%  interest  in  Pinnacle  Gaming  Development  Corp.  ("Pinnacle") to an
affiliate  of  Hilton Gaming Corporation and Boomtown, Inc. ("Hilton/Boomtown").
Pinnacle had been pursuing a riverboat gaming license application in Switzerland
County, Indiana. Upon signing the agreement, the Company received a cash payment
of  $80,000 and recognized a gain on the sale of its investment of $26,627.  The
agreement provided for additional payments to the Company upon the occurrence of
certain  events.  In  September  1998,  the  Indiana Gaming Commission awarded a
Certificate  of  Suitability  to  Pinnacle  to  conduct  riverboat  gaming  in
Switzerland  County that resulted in the Company receiving a payment of $431,000
in the third quarter of 1998.  The Company also received a payment of $1,040,000
in the third quarter of 1999 upon "groundbreaking" of the project. Additionally,
the  Company  was  entitled to receive installment payments of $32,000 per month
for  the  first  60  months  of  the riverboat's operation; however, the Company
elected  to  receive  an  aggregate  discounted  amount of $1,380,000, which was
received  and  recorded  as  income  in  January  2000.

                                        8
<PAGE>
Revolving  Credit  Facility

     In  March  1997,  the  Company  entered  into a four-year revolving line of
credit  facility  (the  "RCF")  with  Wells Fargo Bank ("Wells Fargo").  Various
provisions  of  the  RCF were subsequently amended, including an increase in the
facility  to  $20  million  in 1998 and an increase to $26 million in April 2000
whereby  the  line of credit decreases quarterly beginning in the fourth quarter
of  2000.  At  December  31, 2000, the maximum available under the RCF was $25.3
million.  An  annual  commitment  fee  of  between  three-eighths  and  one-half
percent,  payable  quarterly,  is charged on the unused portion of the RCF.  The
RCF also contains an interest rate matrix that ties the interest rate charged on
outstanding  borrowings to the Company's leverage ratio, as defined.  Largely as
a  result  of  an  improvement  in  the  Company's leverage ratio, the Company's
consolidated  weighted-average  interest  rate  on all borrowings decreased from
8.64%  in  1999  to  8.58%  in 2000.  At December 31, 2000, the Company's unused
borrowing  capacity  under the RCF was approximately $6.6 million.  A portion of
the  proceeds  of  borrowings  under the RCF was used for the development of The
Caledon  Casino,  Hotel  &  Spa.  The RCF is secured by substantially all of the
real and personal property of Womacks/Legends Casino. Under the RCF, the Company
is required to comply with certain customary financial covenants, and is subject
to  certain  capital  expenditure  requirements and restrictions on investments.
See  Note  5  to  the Consolidated Financial Statements for further information.


Marketing  Strategy

Womacks/Legends  Casino  -  The  marketing  strategy  of  Womacks/Legends Casino
highlights  promotion  of  Womacks  Gold  Club,  a  players club with a database
containing profiles on nearly 50,000 members. Gold Club members receive benefits
from  membership, such as cash, merchandise, food and lodging. Those who qualify
for  VIP  status  receive  additional  benefits  in  addition  to  regular  club
membership.  Status  is  determined  through  player  tracking.  Members receive
information about upcoming events and parties, and, depending on player ranking,
also  receive  invitations  to  special  events  and  monthly  coupons.

Caledon  Casino,  Hotel  &  Spa  -  As  with Womacks Casino described above, the
marketing  strategy  of  The Caledon Casino, Hotel & Spa highlights promotion of
its  players  club  and  building its player information database.  Players club
members  receive benefits such as cash, merchandise, food and lodging. Those who
qualify  for  VIP status receive additional benefits in addition to regular club
membership.  Status  is  determined  through  player  tracking.  Members receive
newsletters  of  upcoming  events and parties, and, depending on player ranking,
also  receive  invitations  to  special  events  and  monthly  coupons.


Market  Data

The  Cripple  Creek  Market  -  Cripple  Creek  is a small mountain town located
approximately  45 miles southwest of Colorado Springs on the western boundary of
Pikes Peak.  Cripple Creek is an historic mining town, originally founded in the
late  1800's following a large gold strike.  Cripple Creek is a tourist town and
its  heaviest  traffic  is in the summer months.  Traffic generally decreases to
its  low  point  in  the  winter  months.

Cripple  Creek  is one of only three Colorado cities, exclusive of Indian gaming
operations,  where  casino  gaming  is  legal,  the  others being Black Hawk and
Central City. Cripple Creek operated approximately 29% of the gaming devices and
generated  21%  of  gaming revenues for these three cities during the year ended
December  31, 2000.  As of December 31, 2000, there were 19 casinos operating in
Cripple  Creek.

                                        9
<PAGE>
The  tables  below  set forth information obtained from the Colorado Division of
Gaming  regarding  gaming  revenue  by  market and slot machine data for Cripple
Creek  from calendar 1997 through 2000. This data is not intended by the Company
to  imply,  nor  should  the  reader  infer, that it is any indication of future
Colorado  or  Company  gaming  revenue.

<TABLE>
<CAPTION>


                                         GAMING  REVENUE  BY  MARKET

(IN $000'S)
<S>              <C>        <C>          <C>        <C>          <C>       <C>          <C>       <C>
                               % change             % change               % change               % change
                                Over                   Over                  Over                    Over
                    1997      Prior Year    1998     Prior Year    1999    Prior Year     2000     Prior Year
                 --------------------------------------------------------------------------------------------
CRIPPLE CREEK    $ 108,628       5.1%    $ 113,230       4.2%    $122,385       8.1%    $133,328       8.9%

Black Hawk       $ 234,631       6.7%    $ 272,008      15.9%    $354,474      30.3%    $430,720      21.5%

Central City     $  87,391      -1.7%    $  93,980       7.5%    $ 73,742     -21.5%    $ 63,380     -14.1%
                 --------------------------------------------------------------------------------------------
COLORADO TOTAL   $ 430,650       4.5%    $ 479,218      11.3%    $550,601      14.9%    $627,428      14.0%
</TABLE>
<TABLE>
<CAPTION>


                                        CRIPPLE CREEK SLOT DATA
(IN $000'S)
<S>                       <C>        <C>          <C>        <C>          <C>       <C>          <C>       <C>
                                    % change                % change                   % change                 % change
                                     Over                      Over                      Over                     Over
                          1997     Prior Year      1998      Prior Year     1999      Prior Year    2000        Prior Year
                          ------------------------------------------------------------------------------------------------
Total Slot Revenue     $ 102,798     6.0%        $ 107,690      4.8%       $117,161      8.8%      $128,198         9.4%
(in $'000)

Average Number
Of Slots                   4,507     8.0%            4,369     -3.1%          4,046     -7.4%         4,106         1.5%

Average Win Per
Slot Per Day                  62    -1.6%               68      8.1%             81     19.9%            85         4.7%
</TABLE>

Gaming  in  Colorado  is "limited stakes," which restricts any single wager to a
maximum  of  $5.00.  While  this  limits  the  revenue potential of table games,
management believes that slot machine play, which accounts for over 96% of total
gaming  revenues, is currently impacted only marginally by the $5.00 limitation.

The  Company  faces  intense  competition  from  other casinos in Cripple Creek,
including  a  handful of casinos of similar size and many other smaller casinos.
There can be no assurance that other casinos in Cripple Creek will not undertake
expansion  efforts  similar  to  those  recently  taken  by the Company, thereby
further increasing competition, or that large, established gaming operators will
not  enter the Cripple Creek market.  The Company seeks to compete against these
casinos  through promotion of Womacks Gold Club and superior service to players.
Management  believes that the casinos likely to be more successful and best able
to  take  advantage  of the market potential of Cripple Creek will be the larger
casinos  that  have  reached  a  certain  critical  mass.

                                       10
<PAGE>

<TABLE>
<CAPTION>


                                           CENTURY CASINOS' PROPERTY IN CRIPPLE CREEK
                                                 ( "WOMACKS/LEGENDS CASINO")
                                                        (IN $000'S)

<S>                                          <C>         <C>          <C>         <C>          <C>       <C>          <C>
                                          % change                  % change              % change                 % change
                                           Over                       Over                   Over                     Over
                                1997     Prior Year        1998    Prior Year     1999     Prior Year      2000    Prior Year
                                ---------------------------------------------------------------------------------------------
Total Slot Revenue          $  18,102      79.6%       $  18,597     2.7%        $22,235     19.6%       $23,670      6.5%
(in $'000)

Average Number
Of Slots                          547      59.9%             565     3.3%            592      4.8%           627      5.9%

Average Win Per
Slot Per Day                $   90.67      12.3%       $   90.18    -.05%        $102.56     13.7%       $103.15      .57%

Market Share in %              17.61%      69.5%          17.27%    -1.9%         18.91%      9.5%        18.46%     -2.4%


</TABLE>
The  Company competes, to a far lesser extent, with 19 casinos in Black Hawk and
11  casinos in Central City. Black Hawk and Central City are also small mountain
tourist  towns,  which  adjoin  each  other  and are approximately 30 miles from
Denver and a two and one-half hour drive from Cripple Creek. The main market for
Cripple Creek is the Colorado Springs metropolitan area, and the main market for
Black  Hawk  and  Central  City  is  the  Denver  metropolitan  area.

In addition, there is intense competition among companies in the gaming industry
generally, and many gaming operators have greater name recognition and financial
and  marketing  resources  than  the  Company.  The  Company  competes with many
established  operators  in gaming venues other than Cripple Creek. Many of these
operators  have  greater financial, operational and personnel resources than the
Company.  There  can  be  no  assurance  that  the  number  of  casino and hotel
operations  will  not  exceed  market  demand  or that additional hotel rooms or
casino  capacity  will  not  adversely  affect  the  operations  of the Company.


The  Caledon,  South  Africa  Market - Caledon is a small agricultural community
located  approximately  60  miles  east  of  Cape Town.  Caledon lies on the N-2
highway  - the main thoroughfare between Cape Town and Durban - and is known for
its  wild flower shows, wineries and the natural historic hot springs located on
The  Caledon  site.  Caledon is also a tourist town and the Company believes its
heaviest  traffic  is  experienced during the December holiday season (summer in
South Africa).  Management also believes that traffic will be somewhat slower in
the  winter  months  (June  through September), but they are optimistic that the
enhanced  hot  springs facilities and completed phase one amenities will attract
additional  patrons  during  this  time.

The  Caledon  Casino,  Hotel  and Spa operates its casino under one of only five
licenses  awarded  in  the  Western  Cape  Province  which  has  a population of
approximately  4  million.  Although the competition is limited by the number of
casino  licenses  and the casinos will be geographically distributed, Management
believes  that  the  Caledon Casino Hotel and Spa  will face intense competition
from the other four casinos  -  particularly a  large casino located in Capetown
located approximately one hour from Caledon.  The Company will strive to compete
against these casinos  by emphasizing Caledon's destination resort appeal in its
marketing campaign,  by  promotion  of  its players club and by superior service
to its players.

                                       11
<PAGE>

In  addition,  there  is intense competition among companies in the South Africa
gaming  industry,  and the gaming industry in general, and many gaming operators
have  greater  name  recognition,  financial  and  marketing  resources than the
Company.  The  Company competes with many established operators in gaming venues
other  than  the  Western  Cape  Province.  Many of these operators have greater
financial, operational and personnel resources than the Company. There can be no
assurance  that the number of casino and hotel operations will not exceed market
demand  or  that  additional  hotel  rooms or casino capacity will not adversely
affect  the  operations  of  the  Company.

Gaming in South Africa is "unlimited wagering" where each casino can set its own
limits.  As  a  result,  the  relationship between table games revenues and slot
revenues  will  resemble  more  traditional gaming markets (unlike Cripple Creek
where  nearly  96%  of gaming revenues are derived from the slot machines).  The
casino  has  250  slot machines and 14 table games including blackjack, roulette
and  Caribbean  Stud.

<TABLE>
<CAPTION>


                        CENTURY CASINOS' PROPERTY IN CALEDON
                        ( "THE CALEDON CASINO, HOTEL & SPA")
                               (IN $000'S)



<S>                                    <C>
                                         2000
                                        ------
Total Slot Revenue
(in $'000)                              $2,838

Average Number
Of Slots                                  250

Average Win Per
Slot Per Day                            $ 138

Other Gaming Revenue
(in $'000)                              $ 698
</TABLE>

The Caledon Casino opened for business on October 11, 2000.  It was in operation
for  82  days in  the year  2000.   In addition,  the effects of recently opened
competition are unknown.  Accordingly,  the above operating  results may  not be
representative  of  the  casino's  operating  results  for  an  entire year.


Employees

     Womacks/Legends  Casino  - The Company employs approximately 200 persons in
Cripple Creek, CO on an equivalent full-time basis, including cashiers, dealers,
food  and  beverage  service  personnel,  facilities  maintenance  staff,  and
accounting  and  marketing  personnel.  No  labor  unions represent any employee
group.  A  standard  package  of  employee  benefits  is  provided  to full-time
employees  along with training and job advancement opportunities. In March 1998,
the  Company  adopted  a  401(k)  Savings and Retirement Plan for its employees.

     Caledon  Casino  Hotel  &  Spa  -  The  Caledon  Casino Hotel & Spa employs
approximately  400 persons on an equivalent full-time basis, including cashiers,
dealers,  food and beverage service personnel, facilities maintenance staff, and
accounting  and  marketing  personnel.  No  labor  unions represent any employee
group.  A  standard  package  of  employee  benefits  is  provided  to full-time
employees  along  with  training  and  job  advancement  opportunities.

                                       12
<PAGE>

Seasonality

     Womacks/Legends  Casino - The Company's business in Cripple Creek, CO is at
its highest levels during the tourist season (i.e., from May through September).
Its  base  level  (i.e.,  October  through  April)  is expected to remain fairly
constant although weather conditions during this period could have a significant
impact  on  business  levels  in  Colorado.

     Caledon  Casino Hotel & Spa - The Company's business in Caledon is expected
to be seasonal; the anticipated highest levels of business activity, at least in
South  Africa, will occur in the holiday season in December.  Caledon has a very
mild climate and management is optimistic that it can maintain steady traffic to
the Caledon Casino Hotel & Spa in the winter months (June through September) due
to  its  enhanced  historic  hot  springs  facilities  and  phase  one amenities
scheduled  for  completion  during  the  second  quarter  of  2001.


Governmental  Regulation

     Womacks/Legends  Casino  -  The  Company's gaming operations are subject to
strict  governmental  regulations  at  state  and  local  levels.  Statutes  and
regulations can require the Company to meet various standards relating to, among
other  matters,  business  licenses,  registration  of  employees,  floor plans,
background  investigations  of  licensees and employees, historic preservation,
building,  fire  and  accessibility  requirements, payment of gaming taxes, and
regulations  concerning  equipment,  machines, tokens, gaming participants, and
ownership  interests.  Civil and criminal penalties can be assessed against the
Company  and/or  its  officers or stockholders to the extent of their individual
participation in, or association with, a violation of any of the state and local
gaming  statutes  or  regulations.  Such  laws  and  regulations  apply  in  all
jurisdictions  within  the  United States in which the Company may do business.
Management  believes  that  the  Company is in compliance with applicable gaming
regulations.  For  purposes  of  the  discussion  below,  the term "the Company"
includes  its  applicable  subsidiaries.

The  Colorado  Limited  Gaming  Control  Commission  ("Commission")  has adopted
regulations  regarding  the ownership of gaming establishments by publicly held
companies  (the "Regulations").  The Regulations require the prior clearance of,
or  notification to, the Commission before any public offering of any securities
of  any  gaming licensee or any affiliated company.  The Regulations require all
publicly  traded  or  publicly  owned  gaming  licensees to comply with numerous
regulatory gaming requirements including, but not limited to, notifying / filing
with  the  Colorado  Division  of  Gaming  any  proxy  statements,  lists  of
shareholders,  new  officers  and  directors  of  the  Company, any shareholders
obtaining  5%  or  more  of  the  Company's common stock and any issuance of new
voting  securities.

Other  state  regulatory  agencies  also  impact  the  Company's  operations,
particularly its license to serve alcoholic beverages.  Rules and regulations in
this  regard  are  strict,  and  loss  or  suspension  of a liquor license could
significantly  impair,  if  not  ruin,  a licensee's operation.  Local building,
parking  and  fire codes and similar regulations could also impact the Company's
operations  and  proposed  development  of  its  properties.

                                       13
<PAGE>

     Caledon  Casino  Hotel  &  Spa - Caledon's gaming operations are subject to
strict  regulations by the Western Cape Gambling and Racing Board under national
and provincial legislation. Statutes and regulations require the Company to meet
various standards relating to, among other matters, business licenses, licensing
of  employees,  historic  preservation,  building,  fire  and  accessibility
requirements,  payment  of gaming taxes, and regulations concerning equipment,
machines,  tokens,  gaming  participants,  and  ownership interests.  Civil and
criminal  penalties  can  be assessed against the Company and/or its officers to
the  extent  of  their  individual  participation  in,  or  association  with, a
violation  of  any  of these gaming statutes or regulations. Management believes
that  the  Company  is  in  compliance  with  applicable  gaming  regulations.

     Casino Millennium  -  Casino  Millennium's gaming operations are subject to
strict  regulations  by  the Czech Republic under national legislation. Statutes
and regulations require the Company to meet various standards relating to, among
other  matters, business licenses, building,fire and accessibility requirements,
payment of gaming taxes, and regulations concerning equipment, machines, tokens,
gaming participants, and ownership interests. Civil and criminal  penalties  can
be assessed against  the Company and/or its officers  to  the  extent  of  their
individual participation in, or association with,  a  violation  of any of these
gaming statutes or regulations.   Management believes  that  the Company  is  in
compliance with applicable gaming regulations.

     Silversea  Cruise Ships - The casinos onboard the cruise ships only operate
when they are in international waters.  Therefore, the gaming operations are not
regulated by any national or local regulatory body.  Management believes however
that the Company follows standardized rules and practices in the daily operation
of  the  casinos.


Item  2.     Properties.
- -------      ----------

     The  Company's  corporate offices are located at its Womacks/Legends Casino
at  200  East Bennett Avenue, Cripple Creek, Colorado.  See Item 1. "Business --
Property  and  Project  Descriptions"  herein for a description of the Company's
other  properties.  See also Note 5 to the Consolidated Financial Statements for
complete  disclosure  of  the  debt  instruments  which  are  secured by Company
property.

Item  3.     Legal  Proceedings.
- -------      ------------------

     The  Company  is  not  a  party  to,  nor  is  it  aware of, any pending or
threatened  litigation  which,  in  management's  opinion, could have a material
adverse  effect  on  the  Company's financial position or results of operations.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders.
- -------      -----------------------------------------------------------

     The 2000 annual meeting of the stockholders of the Company was held on June
15,  2000.  At  the annual meeting (i) the two Class III directors to the Board,
Erwin  Haitzmann and Gottfried Schellmann, were elected to the Board for a three
year  term;  and (ii) a proposal to ratify the First Supplement to the Company's
Rights  Agreement  whereby  a  "friendly  group"  will  be allowed to accumulate
additional  shares  of the Company's common stock without causing an inadvertent
triggering  or implementation of the rights plan was adopted by the stockholders
of  the  Company.  On  the  proposal to elect the Class III directors, the votes
were:  Erwin  Haitzmann,  8,137,679  for,  38,196  against, and 4,384 abstained;
Gottfried Schellmann, 8,137,679 for, 38,196 against, and 4,384 abstained. On the
proposal  to  ratify the First Supplement to the Company's Rights Agreement, the
results were:  8,138,778 for, 36,852 against, and 4,629 abstained, and 6,303,542
not  voted.


                                       14
<PAGE>

Item  5. Market for Registrant's Common Equity and Related Stockholder Matters.
- -------  ---------------------------------------------------------------------

     The common stock of the Company began trading in the Nasdaq SmallCap Market
on November 10, 1993. The following table sets forth the low and high sale price
per  share  quotations  as  reported on the NASDAQ SmallCap Market of the common
stock  for  the periods indicated. These quotations reflect inter-dealer prices,
without  retail  mark-up,  mark  down  or  commission  and  may  not necessarily
represent  actual  transactions.  Actual  prices  may  vary.

<TABLE>
<CAPTION>



<S>                 <C>    <C>
Quarter Ended.               Low    High
- ------------------          -----  -----

March 31, 1999              $0.75  $1.44
June 30, 1999               $0.97  $1.25
September 30, 1999          $0.88  $1.13
December 31, 1999           $0.88  $1.06

March 31, 2000              $0.97  $2.47
June 30, 2000               $1.50  $1.97
September 30, 2000          $1.44  $1.97
December 31, 2000           $1.50  $1.94
</TABLE>

     At  December  31,  2000,  the Company had approximately 115 shareholders of
record  of  its common stock; management estimates that the number of beneficial
owners  is  approximately  1,700.

     At  the present time, management of the Company intends to use any earnings
that  may  be  generated  to  finance  the  growth  of  the  Company's business.
Accordingly, while payment of dividends rests within the discretion of the Board
of  Directors,  no  dividends  have been declared or paid by the Company, and it
does  not  presently  intend  to  pay  dividends.


Item  6. Management's Discussion and Analysis of Financial Condition and Results
- -------  -----------------------------------------------------------------------
         of  Operations
         --------------


Business  Environment  and  Risk  Factors

     The  following  discussion should be read in conjunction with the Company's
consolidated  financial  statements and related notes included elsewhere herein.
The  Company's  future  operating  results may be affected by various trends and
factors  beyond  the Company's control.  These include, among other factors, the
competitive  environment  in which the Company operates, present dependence upon
the Cripple Creek, Colorado gaming and the South African gaming markets, changes
in  the  rates  of  gaming-specific  taxes, shifting public attitudes toward the
socioeconomic  costs  and  benefits  of  gaming,  actions  of regulatory bodies,
dependence  upon  key  personnel,  the speculative nature of gaming projects the
Company  may  pursue,  risks  associated  with  expansion,  and  other uncertain
business  conditions  that  may  affect  the  Company's  business.

     With  the  exception of historical information, the matters discussed below
under  the  headings  "Results  of  Operations"  and  "Liquidity  and  Capital
Resources,"  may  include  forward-looking  statements  that  involve  risks and
uncertainties.  The  Company  cautions  the  reader  that  a number of important
factors  discussed  herein,  and  in other reports filed with the Securities and
Exchange  Commission, could affect the Company's actual results and cause actual
results to differ materially from those discussed in forward-looking statements.


                                       15
<PAGE>

Results  of  Operations

     Net  operating  revenue increased significantly to $29,009,000 in 2000 from
$23,584,000 in 1999.  The Company's casino revenue increased from $22,726,000 in
1999 to $27,703,000 in 2000, or 21.9%.  The Company's operating revenue for 1999
was derived principally from its casino operations in Cripple Creek. In the year
2000,  the  acquisition  of  Caledon  Casino  Hotel  and  Spa  has  contributed
significant  revenues  to the consolidated results of the Company as reported in
Note  7  of  the  Consolidated Financial Statements.  The Company's share of the
overall  Cripple  Creek market decreased slightly from 18.6% in 1999 to 18.1% in
2000.  Womacks/Legends Casino operated approximately 15.3% of the gaming devices
in  the Cripple Creek market in 2000, with an average win per day per machine of
$103  compared  with  a  market  average of $85.  Gross margin from company-wide
casino  activities  increased  from 61% in 1999 to 63% in 2000.  The increase in
margin  is  attributable to a continuation of a focused management and marketing
approach  for Womacks/Legends Casino.  At the same time, a significant number of
new  memberships in the casino's Gold Club were added again in 2000.  Additional
emphasis  was  put  into  further  refining  the product mix, upgrading both the
interior  of  the facilities, as well as the slot machine mix.  Parking capacity
was  expanded  and made more convenient as part of the Company's ongoing efforts
to  provide  the  highest  quality  parking  facilities for its customers.  Also
contributing  to the casino margin improvement was a reduction in the gaming tax
rate  which  has  lowered the effective tax rate on gaming operations in Cripple
Creek.  Various  other initiatives were undertaken that management believes have
resulted  in  greater  attention  to  customer  service.

     Food  and beverage revenue increased from $933,000 in 1999 to $1,377,000 in
2000,  or  47.5%.  The  increase is principally due to improvement in operations
that started to take effect in the second quarter of 1999.  The cost of food and
beverage  promotional  allowances, which are included in casino costs, decreased
from  $854,565  in  1999  to  $828,900  in  2000.  Hotel  revenue increased from
$149,000  to  $257,000  principally  as  the result of the opening of the Hotel,
Casino  &  Spa  resort  in  Caledon  S.A.

     General  and  administrative  expense  increased from $6,710,000 in 1999 to
$8,004,000  in  2000,  or  19.3%,  but decreased slightly as a percentage of net
operating  revenue,  from  28.5% in 1999 to 27.6% in 2000.  In spite of one time
costs  of  $624,000  related to the start up in Caledon, the Company was able to
proportionately  contain  cost.

     Depreciation increased from $1,969,000 in 1999  to $2,412,000 in 2000.  The
increase  is  attributable to continued property improvements at Womacks/Legends
Casino,  the  completion  of  the  Womacks  Event Center, the acquisition of new
gaming  equipment  in Cripple Creek and Prague and the purchase of approximately
$11.7  million  of  fixed  assets  in  Caledon.  Amortization  of  goodwill  was
$1,341,000  in  both  years.

     Interest  expense, including debt issuance cost, increased from  $1,127,000
in 1999 to $1,617,000 in 2000, due to  a 20% increase in the average outstanding
balance  on  the RCF,   which was used  to  fund  the  Company's  investment  in
Caledon,  and  the  incursion of approximately $370,000 in interest on CCBC debt
which has been used to fund the capital  improvements  to  the  Hotel,  Casino &
Spa  resort  in Caledon.  The weighted-average  interest rate on  the borrowings
under the RCF has decreased slightly  from  8.65%  in 1999 to 8.58%.   The other
items  included  in  the  caption  "Other  expense,  net"  in  the  consolidated
statements of income, for both 2000 and 1999  are  described  in  Note 10 to the
consolidated  financial statements.

     As more fully discussed in Note 9 to the consolidated financial statements,
the  Company  recognized  income  tax  expense  of  $2,542,000  in  2000  versus
$1,746,000  in  1999.  The provision in 2000 is higher than the prior year's due
to  the  substantial  increase  in  pre-tax  income.


liquidity  and  Capital  Resources

                                       16
<PAGE>


     Cash  and  cash  equivalents totaled $9.1 million at December 31, 2000, and
the  Company had net working capital of ($915,000). The cash balance at December
31,  2000  was  maintained  to  satisfy current obligations payable in the first
quarter of the year 2001.  Additional liquidity may be provided by the Company's
revolving credit facility ("RCF") with Wells Fargo Bank, under which the Company
had  a  total  commitment  of  $25.3  million  and  unused borrowing capacity of
approximately  $6.6  million  at December 31, 2000.  For the year ended December
31,  2000,  cash provided by operating activities was $7.1 million compared with
$3.8  million  in  the prior-year period.  Cash used by investing activities was
$13.9  million  for  the  year  2000  and  included  $1.4 million in capitalized
licensing  cost related to the hotel and casino resort in Caledon, South Africa,
$2.0  million  for the purchase of land for additional parking in Cripple Creek,
$1.8  million  towards  the  construction  of  the  Womacks Event Center and the
purchase  of  other fixed assets, $7.8 million towards construction of the hotel
and casino resort in Caledon, South Africa and $1.8 million towards the purchase
of an additional 15% equity stake in the Caledon project, offset by $1.4 million
from  the sale of the Company's interest in an Indiana riverboat gaming license.
Cash  provided  by  financing  activities in 2000 consisted of net borrowings of
$9.5 million under the RCF with Wells Fargo, and $5.6 million borrowed under the
loan  agreement  with  PSG,  offset by the repurchase of company's stock, on the
open  market,  with  a  cost  of  $818,000,  and other net payments of $800,000.

     Effective April 26, 2000, the Company  and Wells Fargo Bank entered into an
amended  and restated credit agreement, which increased the borrowing commitment
as  of  that  date from $17.2 million to $26.0 million and extended the maturity
date  of  the RCF until April 2004.  The agreement provides for the availability
of funds, not to exceed a total of $12.4 million, for the Company's South Africa
and  Casino Millennium investments and repurchase of the Company's common stock.

     On April 13, 2000, the Caledon Casino Bid Company (Pty) Limited ("CCBC")
was awarded a gaming license for  a  casino at a 92-room resort hotel and spa in
Caledon,  province  of  the  Western Cape, South Africa.  On April 17, 2000, the
Company's  subsidiary,  Century Casinos Africa (Pty) Ltd ("CCA"), acquired a 50%
equity  interest  in  CCBC  by making an equity investment of approximately $1.5
million in and loans totaling approximately $2.3 million to CCBC with borrowings
obtained  under the Company's RCF.  The Company has a ten-year casino management
agreement with CCBC, which agreement may be extended at the Company's option for
multiple  ten-year  periods.  The  Company  will  earn  management fees based on
percentages of annual gaming revenue and earnings before interest, income taxes,
depreciation,  amortization  and  certain  other  costs.  The  casino  opened on
October  11,  2000  with 250 slot machines and 14 gaming tables.  In addition to
the  casino  license,  hotel and spa, CCBC owns approximately 600 acres of land,
which  is  expected  to be used for future expansion of the Caledon project.  In
December, 2000 the Company reported that, through a subsidiary, it had completed
its  acquisition  of  an  additional  15% of The Caledon Casino, Hotel and Spa -
raising its ownership of the project to 65%. Terms of the agreement included the
payment of approximately $1.8 million U.S. Dollars by Century to its partners in
exchange  for  15%  of  the  total  ordinary  shares  of  the project (valued at
approximately  $1.2  million)  and  a shareholder loan to the project previously
held  by  its partners (with a value of approximately $600,000).  In April 2000,
CCBC  entered  into  a  loan  agreement  with PSG Investment Bank Limited, which
agreement  provides  for  a principal loan of approximately $6.2 million to fund
development  of  the  Caledon  project  and  a  working  capital  facility  of
approximately  $2.1  million.  As  of  December  31, 2000, $5.6 million has been
advanced  against  the  loan  agreement.

                                       17
<PAGE>


     The Company has a 20-year agreement with Casino  Millennium a.s., a Czech
company,  to  operate a casino in the five-star Marriott Hotel, in Prague, Czech
Republic.  The  hotel  and  casino  opened  in  July 1999.  The Company provides
casino  management  services  in  exchange for ten percent of the casino's gross
revenue and leases gaming equipment, with an original cost of approximately $1.3
million, to the casino for 45% of the casino's net profit.  In January 2000, the
Company  entered  into  a  memorandum  of  agreement with B. H. Centrum, a Czech
company  which  owns the hotel and casino facility, to acquire the operations of
the  casino  by  either  a  joint  acquisition  of Casino Millennium a.s. or the
formation  of  a new joint venture.  The transaction, if completed, would result
in  the  Company having a 50% equity interest in Casino Millennium.  Any funding
required  by  the  Company to consummate this transaction would be met through a
combination  of  RCF  borrowings,  existing liquidity and anticipated cash flow.
The  Company  is  in the process of negotiating a definitive purchase agreement.

     In  May  2000,  the  Company  entered  into  a  five-year casino concession
agreement  with  a cruise line for casino operations aboard four cruise vessels.
The  Company  is  required  to  pay a fee to the owner of the vessels based on a
percentage  of gross gaming revenue, as defined, in excess of an established per
passenger  per  day  amount.  In August 2000, the Company entered into a similar
agreement  to serve as concessionaire of a small casino aboard a vessel designed
to  be  an  exclusive residential community at sea.  Both agreements require the
Company  to  provide  all necessary gaming equipment.  On September 18, 2000 the
Company  announced  the  opening  of the first of four casinos aboard the cruise
vessels and, within 60 days thereafter, opened two more such casinos giving it a
total  of  three  shipboard  casino  operations by the end of 2000.  The company
expects  to  open  its  fourth  shipboard  casino  in  July,  2001.

     The Company's Board of Directors has approved   a  discretionary program to
repurchase  up  to  $5  million  of the Company's outstanding common stock.  The
Board  believes that the Company's stock is undervalued in the trading market in
relation  to both its present operations and its future prospects.  During 2000,
the  Company purchased 464,800 additional shares at an average cost per share of
$1.76.  Beginning  in 1998 and through 2000, the Company has repurchased a total
of  1,849,800  shares  at a total cost of approximately $2.3 million.  January 1
through  March  23,  2001,  the Company repurchased an additional 147,600 shares
at  a  total  cost  of  approximately  $297,000.  Management plans to retire all
treasury  shares  on a periodic basis.  Management expects to continue to review
the  market  price  of the Company's stock and repurchase shares as appropriate,
with  funds  coming  from  existing  liquidity  or  borrowings  under  the  RCF.

     The Company is the contracted casino management partner with and has the
right to a minority equity interest in a consortium including Silverstar
Development Ltd. ("Silverstar").  Silverstar has submitted an application for a
proposed $60 million, hotel/casino resort development in the greater
Johannesburg area of South Africa.  In the event that Silverstar is awarded a
license, the Company would  be  required  to make an equity investment of
approximately $1.5 million.  This funding requirement would be met through
borrowings under the RCF.  The Company  has also projected additional
development costs of up to $500,000 which could  be incurred by the Company
related to this project.  At the present time, however,  there can be no
certainty regarding an award of this gaming license or that  this  license
will  ultimately be awarded to the consortium Silverstar is part  of.

     Management believes that the Company's cash and working capital at December
31, 2000,  together  with expected cash flows from operations and borrowing
capacity under the RCF, will be sufficient to fund its anticipated capital
expenditures, pursue  additional business growth opportunities for the
foreseeable future, and satisfy  its  debt  repayment  obligations.

Item  7.     Financial  Statements.
- -------      ---------------------

     See  "Index  to  Financial  Statements"  on  page  F-1  hereof.
                                       18
<PAGE>


Item 8.      Changes In and Disagreements With Accountants on Accounting and
- -------      -----------------------------------------------------------------
             Financial  Disclosure.
             ---------------------

     On  March 24, 2000, the Registrant filed a Report on Form 8-K, reporting
     that it had  dismissed  its principal independent accountant, Deloitte &
     Touche LLP, and sent  requests  for  proposals  to  several  other
     accounting  firms.

     On  April  6, 2000, the Registrant filed a Report on Form 8-K, reporting
     that it had  selected  Grant  Thornton  LLP  as  its  principal
     independent accountant (its "Successor Auditor"), to replace Deloitte  &
     Touche LLP (its "Former Auditor").

     Registrant  had  no  disagreements with the Former Auditor that, if not
     resolved would  have  caused  the  Former  Auditor  to  report  the
     disagreement.

     There  has  been no adverse opinion, disclaimer of opinion, or qualified
     opinion in  the  Former  Auditor's  report  for  any  of  the  preceding
     two  years.

     A  letter  from  the  Former Auditor stating its agreement with the
     Registrant's disclosures  was  filed  as  Exhibit 2000- 2, with the
     Registrant's 8-K filed on March  24,  2000.

     The  Company  authorized the Former Auditor to respond fully to
     inquiries of  the  Successor  Auditor.

     Grant  Thornton LLP was not consulted on the application of accounting
     principles to any specific completed or contemplated  transactions prior
     to its appointment as the  Company's  independent  accountant.

The  decision  to  select  Grant  Thornton  LLP  as  registrant's  independent
accountants  was  recommended  by the Audit Committee of the Board of Directors,
and  approved  by  the  Board.

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
- -------      -------------------------------------------------------------------
             Compliance  with  Section  16(a)  of  the  Exchange  Act.
             --------------------------------------------------------

     The  information  required  by  this item will be included in the Company's
Proxy  Statement  with  respect to its 2001 Annual Meeting of Stockholders to be
filed  with  the  Commission  within  120  days  of December 31, 2000, under the
captions  "Information  Concerning  Directors  and  Executive  Officers"  and
"Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act."

Item  10.  Executive  Compensation.
- --------   -----------------------

     The  information  required  by  this item will be included in the Company's
Proxy  Statement  with  respect to its 2001 Annual Meeting of Stockholders to be
filed  with  the  Commission  within  120  days  of December 31, 2000, under the
caption  "Information  Concerning  Directors  and  Executive  Officers."

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.
- --------   --------------------------------------------------------------------

     The  information  required  by  this item will be included in the Company's
Proxy  Statement  with  respect to its 2001 Annual Meeting of Stockholders to be
filed  with  the  Commission  within  120  days  of December 31, 2000, under the
caption  "Voting  Securities."

                                       19
<PAGE>

Item  12.  Certain  Relationships  and  Related  Transactions.
- --------   --------------------------------------------------

     The  information  in  this  item  is  incorporated  by  reference  from the
Company's  Definitive  Proxy material with respect to the 2001 Annual Meeting of
Stockholders  to  be  filed  with the Commission within 120 days of December 31,
2000,  under  the  caption  "Certain  Relationships  and  Related Transactions."


Item  13.     Exhibits  and  Reports  on  Form  8-K.
- --------      -------------------------------------

     a.     Exhibits  Filed  Herewith  or  Incorporated by Reference to Previous
            --------------------------------------------------------------------
            Filings  with  the  Securities  and  Exchange  Commission:
            -------------------------------------------------------

     1.     The following exhibits were included with the filing of the Alpine's
            Form  10-KSB  for  the  fiscal year ended December 31, 1993 and are
            incorporated herein  by  reference:

     Exhibit  No.          Description
     ------------          -----------

     10.14       Plan  of  Reorganization and Agreement Among Alpine Gaming,
                 Inc., Alpine Acquisition, Inc. and Century Casinos Management,
                 Inc. - Filed with Form  8-K  dated  December  24,  1993  and
                 incorporated  by  reference therein.

     10.15       Amendments  One,  Two  and  Three  to Plan of Reorganization
                 and Agreement  Among  Alpine  Gaming,  Inc.,  Alpine
                 Acquisition, Inc. and Century Casinos  Management,  Inc.


     2.     The  following  exhibits  were  filed  with  the Form 10-KSB for the
            fiscal  year  ended  December 31, 1995 and are incorporated herein
            by reference:

     Exhibit  No.          Description
     ------------          -----------

     3.1         Certificate of Incorporation (filed with Proxy Statement in
                 respect of  1994  Annual  Meeting of Stockholders and
                 incorporated herein by reference).

     3.2          Bylaws  (filed  with  Proxy  Statement  in  respect  of 1994
                  Annual Meeting  of  Stockholders  and  incorporated  herein
                  by  reference).

     10.51        Asset  Purchase  Agreement  dated as of September 27, 1995 by
                  and among  Gold  Creek Associates, L.P., WMCK
                  Acquisition Corp. and Century Casinos, Inc.,  including
                  Exhibits  and  Schedules,  along with First Amendment thereto.

     10.57        Stock  Purchase  Agreement  dated  December  21,  1995 between
                  Switzerland  County  Development Corp. ("Buyer") and Century
                  Casinos Management, Inc.  and  Cimarron  Investment
                  Properties  Corp.  ("Sellers").

     10.58        Consultancy  Agreement  -  Chalkwell  Limited.

                                       20
<PAGE>
     3.     The  following exhibits were filed with the Form 8-K Current Report
            dated July  1,  1996  and  are  incorporated  herein  by  reference:

     Exhibit  No.          Description
     ------------          -----------

     10.60        Promissory Note dated March 19, 1992, made by Chrysore, Inc.
                  in  the  original  amount  of $1,850,000 payable to R. & L
                  Historic Enterprises, together with Assignment dated September
                  14, 1992 of said Promissory Note to TJL Enterprises,  Inc.
                  and Assignment dated May 16, 1996 of said Promissory Note to
                  Century  Casinos,  Inc.

     10.61        Promissory Note dated July 1, 1996, made by WMCK Acquisition
                  Corp.  in  the  original  principal  amount  of $5,174,540
                  payable to Gold Creek Associates,  L.P., together with
                  Guaranty dated July 1, 1996, of said Promissory Note  by
                  Century  Casinos,  Inc.

     10.62        Building  Lease  dated  as  of  July  1,  1996,  among  TJL
                  Enterprises,  Inc.,  WMCK  Acquisition Corp. and Century
                  Casinos, Inc., together with  Memorandum  of  Building Lease
                  with Option to Purchase dated as of July 1, 1996,  among
                  the  same  parties.

     10.63        Four  Party  Agreement,  Assignment and Assumption of Lease,
                  Consent  to  Assignment  of Lease, Confirmation of Option
                  Agreement and Estoppel Statements  dated as of July 1, 1996,
                  among Harold William Large, Teller Realty, Inc.,  Gold
                  Creek  Associates,  L.P.,  and  WMCK  Acquisition  Corp.

     10.64        Consulting  Agreement dated as of July 1, 1996, between WMCK
                  Acquisition  Corp.  and  James  A.  Gulbrandsen.

     10.65        Consulting  Agreement dated as of July 1, 1996, between WMCK
                  Acquisition  Corp.  and  Gary  Y.  Findlay.

     4.     The  following  exhibit  was filed with the Form 10-QSB for the
            quarterly period  ended  March  31,  1997  and  is  incorporated
            herein  by  reference:

     Exhibit  No.          Description
     ------------          -----------

     10.68        Credit Agreement dated as of March 31, 1997, between Wells
                  Fargo Bank, N.A.  ("Lender");  WMCK  Venture Corp.,
                  Century Casinos Cripple Creek, Inc., and WMCK  Acquisition
                  Corp. ("Borrowers"); and Century Casinos, Inc.
                  ("Guarantor").

                                       21
<PAGE>

     5.     The  following  exhibits  were  filed with the Form 10-KSB for the
            fiscal year  ended  December  31,  1997  and  are  incorporated
            herein  by  reference:

     Exhibit  No.          Description
     ------------          -----------

     10.69        First  Amendment  to  the Credit Agreement dated as of March
                  31, 1997, between  Wells  Fargo Bank, N.A. ("Lender"); WMCK
                  Venture Corp., Century Casinos Cripple  Creek,  Inc.,  and
                  WMCK  Acquisition  Corp. ("Borrowers"); and Century Casinos,
                  Inc.  ("Guarantor"),  dated  November  11,  1997.

     10.70        Second  Amendment  to the Credit Agreement dated as of March
                  31, 1997, between  Wells  Fargo Bank, N.A. ("Lender"); WMCK
                  Venture Corp., Century Casinos Cripple  Creek,  Inc.,  and
                  WMCK  Acquisition  Corp. ("Borrowers"); and Century Casinos,
                  Inc.  ("Guarantor"),  dated  January  28,  1998.

     6.     The  following exhibits were filed with the Form 10-QSB for the
            quarterly period  ended  June  30,  1998  and  are  incorporated
            herein  by  reference:

Exhibit  No.          Description
- ------------          -----------

     10.71        Termination  of Stock Transfer and Registration Rights
                  Agreement dated May  1,  1998,  between  Century  Casinos,
                  Inc.  and  Gary  Y.  Findlay

     10.72        Promissory  Note  dated  April 30, 1998, between Century
                  Casinos, Inc. and  Gary  Y.  Findlay

     10.73        Termination  of Stock Transfer and Registration Rights
                  Agreement dated June  2,  1998,  between  Century  Casinos,
                  Inc.  and  James  A.  Gulbrandsen

     10.74        Promissory  Note dated June 2, 1998, between Century Casinos,
                  Inc. and James  A.  Gulbrandsen

     10.76        Casino  Consulting  Agreement  dated  March  25,  1998, by
                  and between Rhodes  Casino S.A., Century Casinos, Inc. and
                  Playboy Gaming International Ltd.

     7.     The  following  exhibits  were  filed with the Form 10-KSB for
            the fiscal year  ended  December  31,1998  and  are  incorporated
            herein  by  reference:

Exhibit  No.          Description
- ------------          -----------


     10.77        Third  Amendment  to  the Credit Agreement dated as of March
                  31, 1997, between  Wells  Fargo Bank, N.A. ("Lender"); WMCK
                  Venture Corp., Century Casinos Cripple  Creek,  Inc.,  and
                  WMCK  Acquisition  Corp. ("Borrowers"); and Century Casinos,
                  Inc.  ("Guarantor"),  dated  November  4,  1998.

     10.78        Parking  Lease  -  Option  to Purchase dated June 1, 1998,
                  between the City  of  Cripple  Creek  ("Lessor")  and  WMCK
                  Venture  Corporation ("Lessee")

                                       22
<PAGE>

     8.     The  following exhibits were filed with the Form 10-QSB for the
            quarterly period  ended  March  31,  1999  and  are
            incorporated  herein  by  reference:

     Exhibit  No.          Description
     ------------          -----------

     10.79        Casino  Services  Agreement  dated  January  4,  1999 by and
                  between  Casino  Millennium  a.s.,  Century  Casinos
                  Management,  Inc. and B.H. Centrum  a.s.

     10.80        Option  to  Purchase  Real Property dated March 25, 1999, by
                  and  between Robert J. Elliott ("Optionor") and WMCK Venture
                  Corp. ("Optionee").

     10.81        Letter  Amendment  to Note Agreement dated April 1, 1999, by
                  and  between  Century  Casinos,  Inc.  and  Thomas  Graf

     9.     The  following  exhibit  was  filed  with  the  Form  10-QSB for the
            quarterly  period  ended  June 30, 1999 and is incorporated herein
            by reference:

     Exhibit  No.          Description
     ------------          -----------

     10.82        Master  Lease Agreement dated January 4, 1999 by and between
                  Casino  Millennium  a.s.  and  Century  Management  und
                  Beteiligungs  GmbH

     10.    The  following  exhibit  was  filed  with  the  Form 10-QSB for the
            quarterly  period  ended  September  30,  1999 and is incorporated
            by reference:

     Exhibit  No.          Description
     ------------          -----------

     10.83        Waiver  and  Release  and Consulting Agreement dated October
                  15,  1999  by  and  between  Norbert  Teufelberger  and
                  Century  Casinos,  Inc.

     11.    The  following  exhibits  were filed with the Form 10-KSB for the
            fiscal year  ended  December  31,1999  and  are  incorporated
            herein  by reference:

     Exhibit  No.          Description
     ------------          -----------

     10.84        Marketing and Investor Relations Agreement, dated November 5,
                  1999, by and  between  Century  Casinos,  Inc.  and advice!
                  Investment Services GmbH, and related  Warrant  Agreement

     10.85        Fourth  Amendment to the Credit Agreement, dated as of March
                  31, 1997, between  Wells  Fargo Bank, N.A. ("Lender"); WMCK
                  Venture Corp., Century Casinos Cripple  Creek,  Inc.,  and
                  WMCK  Acquisition  Corp. ("Borrowers"); and Century Casinos,
                  Inc.  ("Guarantor"),  dated  November  15,  1999

     10.86        Casino  Management  Agreement,  dated December 3, 1999, by
                  and between Caledon  Casino  Bid Company (Pty) Limited and
                  Century Casinos Africa (Pty) Ltd.
                                       23
<PAGE>

     10.87        Shareholders  Agreement,  dated  December 3, 1999, and
                  Addendum to the Agreement,  dated  December  9,  1999, by and
                  between Caledon Casino Bid Company (Pty)  Limited,  Caledon
                  Overberg  Investments  (Pty)  Limited, Century Casinos
                  Africa (Pty) Ltd., Century Casinos, Inc. (not as a shareholder
                  or party, but for clauses  4.2.3  and  6.7  of  this agreement
                  only), Caledon Hotel Spa and Casino Resort  (Pty)  Limited,
                  Fortes  King  Hospitality (Pty) Limited, The Overberger
                  Country  Hotel  and  Spa  (Pty)  Limited,  and  Senator  Trust

     10.88        Memorandum of Agreement, dated January 7, 2000, by and
                  between B.H. Centrum a.s (a subsidiary of Ilbau and Bau
                  Holding) and Century Casinos, Inc.

     10.89        Assumption  and  Modification  Agreement,  dated February 7,
                  2000, by and between Marcie I. Elliott ("Optionor") and
                  WMCK Venture Corporation ("Optionee")

     10.90        Commercial  Contract  to  Buy  and  Sell  Real Estate, dated
                  November  17,  1999,  by  and  between  WMCK  Venture
                  Corporation ("Buyer") and Saskatchewan  Investments,  Inc.
                  ("Seller")

     10.91        Prepayment  and  Release,  dated  January  19,  2000, by and
                  between  Switzerland  County  Development  Corp. and Century
                  Casinos Management, Inc.

     10.92        Amendment  No. 1 to Parking Lease - Option to Purchase, dated
                  February 17,  2000,  by  and  between  City  of Cripple
                  Creek ("Lessor") and WMCK Venture Corporation  ("Lessee")

     12.    The following exhibits were filed with the Form 10-QSB for the
            quarterly period  ended  March  31,  2000  and  is  incorporated
            by  reference:

     Exhibit  No.          Description
     ------------          -----------

     10.93        Amended  and  Restated  Credit  Agreement,  by and among,
                  WMCK Venture Corp.,  Century  Casinos  Cripple  Creek,  Inc.,
                  and  WMCK  Acquisition  Corp.  (collectively,  the
                  "Borrowers"),  Century  Casinos, Inc. (the "Guarantor") and
                  Wells  Fargo  Bank,  National  Association,  dated  April
                  21,  2000.

     10.94        Loan  Agreement  between Century Casinos Africa (Proprietary)
                  Limited, Caledon  Casino  Bid Company (Proprietary) Limited,
                  Caledon Overberg Investments (Proprietary)  Limited,  and
                  Century Casinos, Inc. (for purposes of clause 14.6
                  only),  dated  March  31,  2000.


     10.95        Subscription  Agreement  between  Century Casinos Africa
                  (Proprietary) Limited,  Caledon  Casino  Bid  Company
                  (Proprietary) Limited, Caledon Overberg Investments
                  (Proprietary)  Limited,  and Century Casinos, Inc.
                  (for purposes of clause  10.6  only),  dated  March  31,
                  2000.

                                       24
<PAGE>


     13.    The following exhibits were filed with the Form 10-QSB for the
            quarterly period  ended  June  30,  2000  and  is  incorporated
            by  reference:

     Exhibit  No.          Description
     ------------          -----------


     10.96        Loan  Agreement,  dated  April  13,  2000, between PSG
                  Investment Bank Limited  and  Caledon  Casino  Bid  Company
                 (Proprietary)  Limited

     10.97       Subordination,  Cession  and  Pledge  Agreement, dated April
                 13, 2000, between  PSG  Investment  Bank  Limited,  Century
                 Casinos  Africa (Proprietary) Limited,  Caledon Overberg
                 Investments (Proprietary) Limited, and Caledon Casino
                 Bid  Company  (Proprietary)  Limited

     14.    The  following  exhibits  are  filed  herewith:

     Exhibit  No.          Description
     ------------          -----------

     10.98       Shareholders Agreement, dated November 4, 2000, by and between
                 Caledon Casino  Bid  Company  (Pty) Limited, Caledon Overberg
                 Investments (Pty) Limited, Century  Casinos  Africa (Pty) Ltd.,
                 Century Casinos, Inc. (not as a shareholder
                 or  party,  but for clauses 8.5, 15.1 and 15.2 of this
                 agreement only), Overberg Empowerment  Company  Limited  and
                 The  Overberg  Community  Trust

     10.99       Sale  of  Shares  Agreement,  dated  November  4,  2000 by and
                 between Caledon  Casino  Bid  Company  (Pty) Limited, Caledon
                 Overberg Investments (Pty) Limited  and  Century  Casinos  Inc.



     21.         Subsidiaries  of  the  Registrant

     23.1        Consent  of  Independent  Accountants


b.     Reports  on Form 8-K Filed During the Registrant's Fourth Fiscal Quarter:
       ------------------------------------------------------------------------
        No  reports  on  Form 8-K were filed by the Company during the fourth
        quarter of its  fiscal  year  ended  December  31,  2000.
                                       25
<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Cripple
Creek,  State  of  Colorado  on  March  23,  2001.

                              CENTURY  CASINOS,  INC.

                              By:/s/  Erwin  Haitzmann
                                 ---------------------
                                 Erwin  Haitzmann,  Chairman  of the Board and
                                 Chief  Executive  Officer


                                   /s/  Larry  Hannappel
                                   ---------------------
                                   Larry  Hannappel,  Chief  Accounting  Officer
                                   (Principal  Accounting  Officer)

                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and  appoints  Erwin  Haitzmann,  his  true  and  lawful
attorneys-in-fact  and  agents,  with  full  power  of  substitution  and
resubstitution,  for  him  and  in  his  name,  place  and stead, in any and all
capacities,  to sign any and all amendments to this Form 10-KSB, and to file the
same,  with  all  exhibits  thereto,  and  other  documentation  in  connection
therewith,  with  the  Securities  and  Exchange  Commission, granting unto said
attorneys-in-fact  and agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all that said attorneys-in-fact and
agent,  or his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has been signed by the following persons on behalf of the Registrant and
in  the  capacities  indicated  on  March  23,  2001.

<TABLE>
<CAPTION>


<S>                   <C>                         <C>                       <C>
Signature                  Title                       Signature                 Title
- ---------                  ------                      ---------                 -----

/s/ Erwin Haitzmann   Chairman of the Board and   /s/ Gottfried Schellmann      Director
- -------------------                              -------------------------
Erwin Haitzmann       Chief Executive Officer     Gottfried Schellmann

/s/ Peter Hoetzinger  Vice Chairman of the Board  /s/ Robert S. Eichberg        Director
- --------------------                              ----------------------
Peter Hoetzinger      and President               Robert S. Eichberg

/s/ James D. Forbes   Director                    /s/ Dinah Corbaci             Director
- -------------------                               -----------------
James D. Forbes                                   Dinah Corbaci
</TABLE>
                                       26
<PAGE>


<TABLE>
<CAPTION>
<S>                              <C>
                                  CENTURY  CASINOS,  INC.
                       INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS



                                                                                         Page Number
                                                                                         -----------

<S>                                                                                             <C>
Independent Auditors' Reports                                                                 F2
Consolidated Balance Sheet as of December 31, 2000                                            F4
Consolidated Statements of Earnings for the Years Ended                                       F5
December 31, 2000 and 1999
Consolidated Statements of Shareholders' Equity for the Years                                 F6
Ended December 31, 2000 and 1999
Consolidated Statements of Cash Flows for the Years                                           F7
Ended December 31, 2000 and 1999
Notes to Consolidated Financial Statements                                                    F9
</TABLE>




                                       F1
<PAGE>
INDEPENDENT  AUDITORS'  REPORT


To  the  Board  of  Directors  and  Shareholders
     of  Century  Casinos,  Inc.

We  have audited the accompanying consolidated balance sheet of Century Casinos,
Inc.  and  subsidiaries  as  of  December 31, 2000, and the related consolidated
statements  of  earnings,  shareholders' equity and cash flows for the year then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the consolidated financial position of Century Casinos,
Inc.  and  subsidiaries  at  December  31, 2000, and the consolidated results of
their  operations  and  their consolidated cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.


GRANT  THORNTON  LLP

Colorado  Springs,  Colorado
February  2,  2001

                                       F2
<PAGE>
INDEPENDENT  AUDITORS'  REPORT


To  the  Board  of  Directors  and  Shareholders
     of  Century  Casinos,  Inc.

We  have  audited   the  accompanying  consolidated   statements   of  earnings,
Shareholders' equity  and  cash flows of Century Casinos, Inc. and  subsidiaries
for the year ended  December  31 , 1999.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with  auditing standards generally accepted
In the United States of America.   Those  standards  require that  we  plan  and
perform   the  audit to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,   evidence supporting  the amounts  and disclosures in the financial
statements.    An audit also includes assessing  the  accounting principles used
and significant estimates  made by management, as well as evaluating the overall
financial statement  presentation.    We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  such consolidated financial statements present fairly, in all
material  respects, the results of operations and cash flows  of Century Casinos
Inc.  and  subsidiaries for the year ended December  31, 1999 in conformity with
accounting principles generally accepted in the United States of America.


DELOITTE & TOUCHE  LLP

Denver, Colorado
March 6, 2000

                                       F3
<PAGE>

<TABLE>
<CAPTION>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  BALANCE  SHEET
(Dollar amounts in thousands)
<S>                                                                        <C>
                                                                           DECEMBER 31, 2000
                                                                           -------------------

ASSETS

Current Assets:
 Cash and cash equivalents                                                 $            9,077
 Receivables                                                                              875
 Prepaid expenses and other                                                               936
                                                                           -------------------
   Total current assets                                                                10,888

Property and Equipment, Net                                                            33,268
Goodwill, Net                                                                           9,414
Other Assets                                                                            2,552
                                                                           -------------------
Total                                                                      $           56,122
                                                                           ===================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
 Current portion of long-term debt                                         $            7,314
 Accounts payable and accrued liabilities                                               4,489
                                                                           -------------------
   Total current liabilities                                                           11,803

Long-Term Debt, less current portion                                                   20,314
Minority Interest                                                                       1,035
Commitments and Contingencies
Shareholders' Equity:
 Preferred stock; $.01 par value; 20,000,000 shares
     authorized; no shares issued and outstanding      -
 Common stock; $.01 par value; 50,000,000 shares
     authorized; 14,485,776 shares issued; 14,021,284 shares outstanding                  145
 Additional paid-in capital                                                            21,910
 Accumulated other comprehensive loss                                                    (659)
 Retained earnings                                                                      2,392
                                                                           -------------------
                                                                                       23,788
 Treasury stock - 464,492 shares, at cost                                                (818)
                                                                           -------------------
           Total shareholders' equity                                                  22,970
                                                                           -------------------
Total                                                                      $           56,122
                                                                           ===================
</TABLE>

See  notes  to  consolidated  financial  statements.

                                       F4
<PAGE>

<TABLE>
<CAPTION>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  EARNINGS
(Dollar  amounts  in  thousands)


<S>                                               <C>       <C>
                                                             FOR THE YEAR ENDED DECEMBER 31,
                                                             -------------------------------

                                                                2000                1999
                                                              --------            --------
Operating Revenue:
 Casino                                                    $  27,703            $  22,726
 Food and beverage                                             1,377                  933
 Hotel                                                           257                  149
 Other                                                           427                  429
                                                           ---------            ----------
                                                              29,764               24,237
 Less promotional allowances                                   (755)                 (653)
                                                           ---------            ----------
   Net operating revenue                                      29,009               23,584
                                                           ---------            ----------
Operating Costs and Expenses:
 Casino                                                       10,202                8,878
 Food and beverage                                               761                  504
 Hotel                                                           416                  161
 General and administrative                                    8,004                6,710
 Depreciation and amortization                                 3,753                3,310
                                                           ---------            ----------
   Total operating costs and expenses                         23,136               19,563
                                                           ---------            ----------

Earnings from Operations                                       5,873                4,021
 Other expense, net                                             (20)                  (54)
                                                           ---------            ----------
Earnings before Income Taxes and Minority Interest             5,853                3,967
 Provision for income taxes                                    2,542                1,746
                                                           ---------            ----------
Earnings before Minority Interest                              3,311                2,221
 Minority interest in subsidiary profits                        (58)                    0
                                                           ---------            ----------
Net Earnings                                               $   3,253            $   2,221
                                                           =========            ==========


Earnings Per Share, Basic                                  $    0.23            $    0.15
                                                           =========            ==========
Earnings Per Share, Diluted                                $    0.22            $    0.15
                                                           =========            ==========
</TABLE>

See  notes  to  consolidated  financial  statements.


                                       F5
<PAGE>

<TABLE>
<CAPTION>

<S>                                              <C>            <C>           <C>              <C>             <C>
CENTURY CASINOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
(Dollar amounts in thousands)

                                                          Accumulated    Retained
                                             Additional      Other       Earnings
                             Common Stock     Paid -in   Comprehensive  Accumulated    Treasury Stock       Total   Comprehensive
                         Shares      Amount   Capital    Income (Loss)   Deficit      Shares      Amount            Income (Loss)
                       ----------   -------  ---------   -------------  -----------   ---------   --------   ------  ---------
BALANCE AT JANUARY    15,861,885     $159     $23,323    $(15)          $(3,082)      1,157,100   $(1,237)  $19,148
 1, 1999

Purchases of                                                                            227,900      (227)     (227)
 treasury stock

Foreign currency                                          (17)                                                  (17)  $(17)
 translation
 adjustments

Other equity                                        6                                                             6
 changes

Net earnings                                                             2,221                                2,221   2,221

                      ----------     ----     -------    -----          ------        ---------   --------  -------  ------
BALANCE AT DECEMBER   15,861,885      159      23,329     (32)           (861)        1,385,000    (1,464)   21,131  $2,204
31, 1999                                                                                                             ======

Purchases of                                                                            464,800      (818)     (818)
 treasury stock

Options                    8,891        -           2                                                             2
 exercised

Re-issued                                           -                                      (308)        -         -
 treasury shares

Retired               (1,385,000)     (14)     (1,449)                               (1,385,000)    1,464         1
 treasury shares

Foreign currency                                         (627)                                                 (627) $(627)
 translation
 adjustments

Other equity                                       28                                                            28
 changes

Net earnings                                                             3,253                                3,253   3,253

                      ----------     ----     -------    ------         ------          -------   ------    -------  ------
BALANCE AT DECEMBER   14,485,776     $145     $21,910    $(659)         $2,392          464,492   $(818)    $22,970  $2,626
 31, 2000             ==========     ====     =======    ======         ======          =======   ======    =======  ======

</TABLE>
See notes to consolidated financial statements.
                                       F6
<PAGE>
<TABLE>
<CAPTION>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(Dollar  amounts  in  thousands)


<S>                                                                      <C>                                <C>
                                                                                     FOR THE YEAR ENDED DECEMBER 31,
                                                                                     -------------------------------

                                                                                          2000               1999
                                                                                          ----               ----

Cash Flows from Operating Activities:
 Net earnings                                                                          $   3,253          $   2,221
 Adjustments to reconcile net earnings to net cash provided by
   operating activities:
   Depreciation                                                                            2,411              1,969
   Amortization of goodwill                                                                1,342              1,342
   Amortization of deferred financing costs                                                   88                127
   Income from sale of casino project rights                                             (1,380)             (1,040)
   (Gain) loss on disposition of assets                                                     (80)                 10
   Deferred tax benefit                                                                    (446)                (99)
   Minority interest in net earnings of consolidated subsidiaries                             58                  -
   Other noncash charges                                                                      34                  6
   Changes in operating assets and liabilities:
     Receivables                                                                           (164)               (514)
     Prepaid expenses and other assets                                                     (358)                (47)
     Accounts payable and accrued liabilities                                              2,304               (132)
                                                                                       ---------          ----------
     Net cash provided by operating activities:                                            7,062              3,843
                                                                                       ---------          ----------

Cash Flows from Investing Activities:
 Purchases of property and equipment                                                    (12,863)             (2,645)
 Sales (purchases) of short-term investment securities, net                                    8              1,039
 Proceeds from sale of casino project rights                                               1,380              1,040
 Expenditures for deposits and other assets                                              (1,179)               (353)
 Proceeds received from disposition of assets                                                571                  8
 Acquisition of subsidiary, net of cash acquired                                         (1,858)                  -
                                                                                       ---------          ----------
     Net cash used in investing activities                                              (13,941)               (911)
                                                                                       ---------          ----------
</TABLE>

                          -Continued on following page-
                                       F7
<PAGE>
<TABLE>
<CAPTION>

CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (CONTINUED)
(Dollar amounts in thousands)
<S>                                                                                <C>                                <C>

                                                                                     FOR THE YEAR ENDED DECEMBER 31,
                                                                                     -------------------------------

                                                                                          2000               1999
                                                                                          ----               ----
Cash Flows from Financing Activities:
 Proceeds from borrowings                                                              $ 31,401           $ 12,991
 Principal repayments                                                                  (16,754)            (15,363)
 Deferred financing costs                                                                 (273)                  -
 Purchases of treasury stock                                                              (818)               (227)
                                                                                       --------           ---------

     Net cash provided by (used in) financing activities                                 13,556             (2,599)
                                                                                       --------           ---------
Effect of exchange rate changes on cash                                                   (108)                  -
                                                                                       --------           ---------
Increase in Cash and Cash Equivalents                                                     6,569                333
Cash and Cash Equivalents at Beginning of Year                                            2,508              2,175
                                                                                       --------           ---------
Cash and Cash Equivalents at End of Year                                               $  9,077           $  2,508
                                                                                       ========           =========

Supplemental Disclosure of Noncash Investing and Financing Activities:

 Issuance of notes to former principals of Gold Creek Associates                      $    -              $  1,095
                                                                                      ========            =========
 In connection with the subsidiary acquired, liabilities were assumed as follows:

  Fair value of assets acquired, including cash of $881                               $  6,707            $      -
  Cash Paid                                                                            (2,739)                   -
                                                                                      --------            ---------
 Liabilities assumed                                                                  $  3,968            $      -
                                                                                      ========            =========

Supplemental Disclosure of Cash Flow Information:

 Interest paid                                                                        $  1,416            $    947
                                                                                      ========            =========
 Income taxes paid                                                                    $  2,461            $  1,883
                                                                                      ========            =========
</TABLE>



See  notes  to  consolidated  financial  statements.

                                       F8
<PAGE>
CENTURY  CASINOS,  INC.  AND  SUBSIDIARIES
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(Dollar  amounts  in  thousands)

1.   DESCRIPTION  OF  BUSINESS  AND  BASIS  OF  PRESENTATION
     Century Casinos, Inc. and subsidiaries (the  "Company") is an international
     gaming company which owns and operates a limited-stakes gaming casino in
     Cripple Creek,  Colorado,  manages  a  casino  within  a  hotel located in
     Prague, Czech Republic,  owns  65% of, is developing, and manages a hotel
     and casino resort in Caledon,  South  Africa, and serves as concessionaire
     of small casinos on luxury cruise  vessels.  The  Company regularly pursues
     additional gaming opportunities internationally and in the United States.

     The  Company's  operations  in  Cripple  Creek,  Colorado  began  with
     the 1994 acquisition  of  Legends Casino ("Legends"), followed by the 1996
     acquisition of Womack's  Saloon  &  Gaming Parlor ("Womacks"), which is
     immediately adjacent to Legends.  Following  the  acquisition  of  Womacks,
     interior  renovations  were undertaken  on  both properties to facilitate
     the operation and marketing of the combined  properties  as  one  casino
     under  the  name  Womacks/Legends Casino.

     In  July  1999, the Company began providing management services and leasing
     gaming  equipment  to  the  Casino Millennium, located in the five-star
     Marriott Hotel  in  Prague,  Czech Republic.  In January 2000, the Company
     entered into a memorandum  of  agreement  to  acquire  a  50%  ownership
     interest  in  Casino Millennium.  The  Company is in the process of
     negotiating a definitive purchase agreement.

     In  April  2000,  the  Company's  South African subsidiary acquired a 50%
     equity interest  in  Caledon  Casino  Bid  Company (Pty) Limited ("CCBC").
     CCBC owns a 92-room  resort  hotel  and  spa and approximately 600 acres of
     land in Caledon, South  Africa and was awarded a casino license for the
     project.  The Company has a  long-term  agreement  to  manage the
     operations of the casino, which began on October  11,  2000.  In  November
     2000  the  Company, through its South African subsidiary,  increased  its
     equity  interest  in CCBC by 15%  raising its total ownership  to  65%.

     In  May  2000,  the  Company  entered  into  a  five-year  agreement to
     serve as concessionaire  of small casinos providing unlimited-stakes gaming
     operations on four  luxury  cruise  vessels.  The Company will operate the
     casinos for its own account  and  pay  concession  fees  based  on
     passenger count and gross gaming revenue.  On  September  18, 2000 the
     Company announced the opening of the first of  four casinos with 55 gaming
     positions.  In October 2000 the Company opened a second  casino  and,  in
     November  2000,  opened a third aboard a luxury cruise vessel.  In August
     2000, the Company entered into a five-year agreement to serve as
     concessionaire of a small casino aboard a vessel designed to be an
     exclusive residential  community  at sea.  The Company will operate the
     casino for its own account and pay concession fees based on gross
     gaming revenue.  The maiden voyage of  the  residential  cruise  liner
     is  expected early  in  2002.

2.   SIGNIFICANT  ACCOUNTING  POLICIES
     Consolidation  - The accompanying consolidated financial statements include
     the accounts of the Company and its majority-owned subsidiaries. All
     significant intercompany  transactions  and  balances  have  been
     eliminated.
                                       F9
<PAGE>
     Use  of  Estimates  - The preparation of financial statements in conformity
     with  accounting  principles  generally accepted in the United States of
     America requires  management  to make estimates and assumptions that affect
     the reported amount  of  assets  and  liabilities  and  disclosure  of
     contingent assets and liabilities  at the date of the financial statements
     and the reported amounts of revenues  and expenses during the reporting
     period.  Actual results could differ from  those  estimates.

     Cash  Equivalents - All highly liquid investments with an original maturity
     of  three  months  or  less  are  considered  to  be  cash  equivalents.

     Fair  Value of Financial Instruments - In accordance with the reporting and
     disclosure  requirements of Statement of Financial Accounting Standards
     ("SFAS") No.  107,  "Disclosures  about Fair Value of Financial
     Instruments," the Company calculates  the fair value of financial
     instruments and includes this additional information  in  the  notes to
     its financial statements when the fair value does not  approximate  the
     carrying  value  of  those  financial  instruments.  The Company's
     financial  instruments  include  cash and cash equivalents, long-term
     debt and an interest rate swap agreement.  Fair value is determined using
     quoted market  prices whenever available.  When quoted market prices are
     not available, the  Company  uses  alternative  valuation  techniques
     such  as calculating the present  value  of  estimated future cash flows
     utilizing risk-adjusted discount rates.  Except  for  the  interest rate
     swap agreements (see Note 5), which have no carrying  value in the
     consolidated financial statements, the Company's carrying value  of
     financial  instruments  approximates fair value at December 31, 2000.

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
     Depreciation  of  assets  in  service is provided using the straight-line
     method over  the  estimated  useful  lives  or  the  applicable lease
     term, if shorter.

     Goodwill  -  Goodwill  represents  the  excess  of  purchase price over net
     identifiable  assets  acquired.  Goodwill  recognized  in  the 1994 Alpine
     stock acquisition  has  an  unamortized balance of $2,381 at December 31,
     2000, and is being  amortized  on  a straight-line basis over 10 years.
     The Company acquired the  Legends Casino operation  through a merger with
     Alpine Gaming Inc. Goodwill recognized  in  the 1996 Gold Creek asset
     acquisition has an unamortized balance of  $6,193  at December 31, 2000 and
     is being amortized on a straight-line basis over  15  years.  In  the  Gold
     Creek  acquisition,  the  Company  acquired substantially  all  of  the
     assets and assumed all of the liabilities of Womacks Casino  which  was
     consolidated  with  the  Company's Legends Casino.  Goodwill
     recognized  in  the 2000 CCBC stock acquisition was $840 which will be
     amortized on  a straight-line basis over 10 years.  Total accumulated
     amortization for all goodwill  is  $7,814  as  of  December  31,  2000.

     Impairment of Long-Lived Assets - The Company reviews long-lived assets for
     possible  impairment whenever events or circumstances indicate that the
     carrying amount  of  an  asset  may  not  be  recoverable.  If  there is an
     indication of impairment,  which  is  estimated  as  the  difference
     between  anticipated undiscounted  future  cash  flows and carrying value,
     the carrying amount of the asset  is  written  down  to its estimated fair
     value by a charge to operations.  Fair  value  is  estimated  based  on the
     present value of estimated future cash flows  using  a discount rate
     commensurate with the risk involved.  Estimates of future  cash  flows are
     inherently subjective and are based on management's best assessment  of
     expected  future  conditions.

     Revenue Recognition - Casino revenue is the net win from gaming activities,
     which  is  the  difference  between  gaming  wins  and  losses.  Management
     and consulting  fees  are  recognized  as  revenue  as  services  are
     provided.

     Promotional  Allowances  -  Food  and  beverage furnished without charge to
     customers  is included in gross revenue at a value which approximates
     retail and then  deducted as complimentary services to arrive at net
     revenue. The estimated cost  of  such  complimentary  services is charged
     to casino operations, and was $829  in  2000  and  $855  in  1999.

                                      F10
<PAGE>
     Foreign Currency Translation - Adjustments resulting from the translation
     of the accounts of the Company's Austrian and South African subsidiaries
     from the local functional  currency  to U.S. dollars are recorded as other
     comprehensive income or  loss  in  the  consolidated  statements of
     shareholders' equity. Adjustments resulting  from  the  translation  of
     transactions  which  are denominated in a currency  other  than  U.S.
     dollars  are recognized in the statement of earnings.

     Income  Taxes  -  The Company accounts for income taxes using the liability
     method,  which  provides  that  deferred tax assets and liabilities are
     recorded based  on  the  difference  between  the tax bases of assets and
     liabilities and their  carrying  amounts for financial reporting
     purposes, at a rate expected to be  in  effect  when  the  differences
     become  deductible  or  payable.

     Stock-Based  Compensation  - Statement of Financial Accounting Standards
     No. 123 (SFAS  123), "Accounting for Stock-Based Compensation,"
     encourages, but does not require  companies  to  record  compensation cost
     for  stock-based  employee compensation  plans  at  fair  value.  The
     Company  has  chosen  to account for stock-based  compensation  for
     employees  using  the  intrinsic  value  method prescribed  in
     Accounting Principles Board Opinion No. 25 (APB 25), "Accounting
     for  Stock  issued  to  Employees",  and  related Interpretations.
     Accordingly, compensation  cost  for  stock options is measured as the
     excess, if any, of the quoted  market  price  of  the Company's stock at
     the date of the grant over the amount  an employee must pay to acquire
     that stock.  The Company follows SFAS 123 for  valuing  stock-based
     compensation  granted  to  non-employees.

     Earnings  Per  Share  -  The  Company  follows  the provisions of SFAS No.
     128, "Earnings per Share," in calculating basic and diluted earnings per
     share. Basic earnings  per share considers only weighted-average
     outstanding common shares in the  computation.  Diluted  earnings  per
     share gives effect to all potentially dilutive  securities.

     Comprehensive  Income  -  The  Company  follows  SFAS  No.  130,
     "Reporting Comprehensive  Income,"  which provides for a more inclusive
     financial reporting measure  than  net income, and includes all changes in
     equity during the period, except  those  resulting from investments by,
     and distributions to, shareholders of  the  Company.

     Operating  Segments  -  The  Company has adopted SFAS No. 131 "Disclosures
     about Segments  of  an Enterprise and Related Information" which
     establishes standards for  public  business enterprises to report
     information about operating segments in  annual  financial  statements
     and  in  condensed interim  financial reports issued to shareholders.

     Recently  Issued  Accounting Pronouncements - In 1998, the Financial
     Accounting Standards  Board  (FASB)  issued  SFAS  No.  133,  "Accounting
     for  Derivative Instruments  and Hedging Activities," which establishes
     accounting and reporting standards  for  derivative instruments and
     hedging activities. The pronouncement requires  that  a  company designate
     the intent of a derivative to which it is a party,  and  prescribes
     measurement and recognition criteria based on the intent and
     effectiveness of the designation.  In 2000, FASB issued SFAS No. 138,
     "Accounting  for  Certain Derivative Instruments and Certain Hedging
     Activities" which amends SFAS No. 133.  SFAS No. 138 amends the accounting
     and  reporting  standards for  certain derivative instruments  and certain
     hedging  activities, including  amendments to normal purchases and  normal
     sales, interest rate risk, hedging recognized foreign currency denominated
     assets  and liabilities  and  intercompany  derivative provisions  of
     SFAS  No. 133. The Company will be required to adopt SFAS No. 133 and
     SFAS No. 138 no later than the first quarter of 2001.  As of
     December 31, 2000, the  interest  rate  swap agreements  had  a fair value
     of ($279) which would be recorded  as  a  liability and as a charge to
     equity on the balance sheet of the Company  at  January  1,  2001.



                                      F11
<PAGE>
     Also  in 2000, FASB issued SFAS No. 140, "Accounting for Transfers and
     Servicing of Financial Assets and Extinguishments of Liabilities"  which
     replaces SFAS No. 125.  SFAS  No.  140 revises some of the standards for
     accounting for collateral and for securitizations and other transfers of
     financial assets and is effective for  fiscal years ending after December
     15, 2000.  SFAS No. 140 had no effect on income  or  the  financial
     position  of  the  Company for 2000, and the Company currently  does
     not  anticipate  any  material  effect  on its future financial
     statements.

     Advertising  Costs  - Costs incurred for producing and communicating
     advertising are  expensed when incurred.  Advertising expense was $156
     and $47 for the years ended  December  31,  2000  and  1999,  respectively.

     Reclassifications - Certain reclassifications have been made to the 1999
     financial information in order to conform to the 2000 presentation.

3.     RECEIVABLES  FROM  OFFICERS/DIRECTORS
       At  December  31,  2000,  the  Company  had  outstanding
       receivables  from officers/directors  totaling $119, all of which is
       due in 2001 and is classified a  current  asset.    The  receivables
       are  noninterest  bearing.

                                      F12
<PAGE>

4.     PROPERTY  AND  EQUIPMENT
       Property and equipment at December  31, 2000, consist of the following:
                                                                      Estimated
                                                                    Service Life
                                                                      in Years
                                                                      --------
       Land                                   $    11,167
       Buildings and improvements                  16,676               7 - 31
       Gaming equipment                             9,005               3 - 7
       Furniture and office equipment               2,943               5 - 7
       Other equipment                              1,087               3 - 7
       Capital projects in process                     50
                                              -----------
                                                   40,928
       Less accumulated depreciation              (8,580)
                                              -----------
                                                   32,348
       Nonoperating casino and                        920
        land held for sale                    -----------
       Property and equipment, net           $     33,268
                                             ============

       In  June  1998,  the  Company began leasing parking spaces from the City
       of Cripple  Creek  under a five-year agreement which requires annual
       lease payments of  $90.  The  agreement  contains  a  purchase  option
       whereby the Company may purchase  the  property for $3,250, less
       cumulative lease payments ($232 through December  31,  2000),  at any
       time during the lease term.  In February 2000, the agreement  was
       amended  to  extend  the  term  to  2010.

       In  March  1999,  the  Company  entered  into  a purchase option
       agreement for a property  in  Cripple  Creek,  Colorado,  situated
       across  the  street from its Womacks/Legends Casino on Bennett Avenue.
       The agreement, as amended on February 7,  2000,  expires  March  31, 2004
       and provides for option payments as follows: 2000  -  $37;
       2001 - $49; 2002 - $24; 2003 - $24; and 2004 - $6. The Company may
       exercise  its option to purchase the property at any time during that
       period for a  price  of  $1,500,  less  50%  of  cumulative  monthly
       option  payments.

       The  nonoperating  casino  and  land  is located in Nevada and is
       carried at estimated net realizable  value.


                                      F13
<PAGE>

5.     LONG-TERM  DEBT
Long-term  debt  at  December  31,  2000,  consists  of  the  following:

<TABLE>
<CAPTION>



<S>                                                                       <C>
 Borrowings under revolving line of credit facility with Wells Fargo bank        $18,640
 Borrowings under loan agreement with PSG bank                                     5,558
 Note payable to minority shareholder                                              1,492
 Capital leases for various equipment                                                664
 Notes payable to former principals of Gold Creek                                    435
 Note payable to founding shareholder, unsecured                                     380
 Convertible debenture                                                               300
 Note payable to director, unsecured                                                  85
 Other unsecured note payables                                                        74
                                                                                 --------
 Total long-term debt                                                             27,628
 Less current portion                                                             (7,314)
                                                                                 --------
 Long-term portion                                                               $20,314
                                                                                 ========
</TABLE>

On April 26, 2000, the Company and Wells Fargo Bank (the "Bank") entered into an
Amended  and  Restated  Credit  Agreement  (the "Agreement") which increased the
Company's aggregate borrowing commitment from the Bank under a Revolving Line of
Credit  Facility  ("RCF") to $26 million and extended the maturity date to April
2004.  The  aggregate  commitment  available  to  the  Company  will  be reduced
quarterly by $722 beginning October 2000 through the maturity date.  Interest on
the  Agreement  is  variable  based  on the interest rate option selected by the
Company,  plus  an applicable margin based on the Company's leverage ratio.  The
Agreement  also requires a nonusage fee based on the Company's leverage ratio on
the  unused  portion of the commitment.  The principal balance outstanding under
the  loan  agreement  as of December 31, 2000 was $18,640.  The amount available
under  the RCF as of December 31, 2000 was $6,638, net of amounts outstanding as
of  that  date.  The  loan agreement includes certain restrictive covenants, the
most  significant  of  which  include  i)  WMCK  Venture  Corp.,  a wholly-owned
subsidiary  of  the  Company,  must maintain a maximum leverage ratio no greater
than  3.10  to  1.00,  ii)  WMCK  Venture Corp. must maintain a minimum interest
coverage  ratio  no  less  than  1.50  to 1.00, and iii) WMCK Venture Corp. must
maintain  a TFCC ratio ( a derivative of EBITDA, as defined in the agreement) of
no  less than 1.10 to 1.00.  The loan is collateralized by a deed of trust and a
security  agreement with assignments of lease, rents and furniture, fixtures and
equipment.  Interest rates at December 31, 2000 were 9.5% for $7,340 outstanding
under  prime  based  provisions  of the loan agreement  and  9.12%  for  $11,300
outstanding under LIBOR based provisions of the loan agreement(see below).

In  1998,  the  Company entered into a five-year interest rate swap agreement on
$7.5  million  notional amount of debt under the RCF, whereby the Company pays a
LIBOR-based  fixed  rate of 5.55% and receives a LIBOR-based floating rate reset
quarterly  based on a three month rate.  In May 2000, the Company entered into a
second five-year interest rate swap agreement on $4.0 million notional amount of
debt  under  the RCF, whereby the Company pays a LIBOR-based fixed rate of 7.95%
and  receives a LIBOR-based floating rate reset quarterly based on a three month
rate.  Generally,  the  swap  arrangement  is advantageous to the Company to the
extent  that  interest  rates  increase in the future and disadvantageous to the
extent  that they decrease.  The net amount paid or received by the Company on a
quarterly  basis  results  in  an increase or decrease to interest expense.  Net
additional  (reduction  in)  interest  expense  to  the  Company  under the swap
agreement  was ($64) in 2000 and $15 in 1999.  At December 31, 2000, termination
of  the  interest  rate swap agreements would have resulted in a net loss to the
Company  of  approximately  $279.

                                      F14
<PAGE>

In  April  2000,  CCBC  entered  into  a loan agreement with PSG Investment Bank
Limited  ("PSGIB"),  which  agreement  provides  for  a  principal  loan  of
approximately  $6,200  to  fund development of the Caledon project and a working
capital  facility  of  approximately $2,100.  CCBC is required to make principal
payments  beginning  December  2001  and  continuing  over  a  five-year period.
Outstanding  borrowings  bear  interest at the bank's base rate plus 2.75-3.75%.
The  interest rate as of December 31, 2000 was 17.05%.  The shareholders of CCBC
have  pledged  all  of  the  common  shares  held  by  them  in CCBC to PSGIB as
collateral.  The  loan is also collateralized by a first mortgage bond over land
and  buildings  and  a general notorial bond over all equipment.  As of December
31,  2000,  $5.6 million has been advanced against the loan agreement.  The loan
agreement  includes  certain restrictive covenants, as defined in the agreement,
the most significant of which include, i) CCBC must maintain a debt/equity ratio
of  44:56  after  the  first twelve months of operations and a 40:60 debt/equity
ratio after two years of operations, ii) CCBC must maintain an interest coverage
ratio  of  at  least  2.0 after the first twelve months of operations, iii) CCBC
must  maintain  a  debt service coverage ratio of at least 1.3 for the principal
loan  and  1.7 for the working capital facility after the first twelve months of
operations, and iv) CCBC must maintain a loan life coverage ratio of 1.5 for the
principal  loan  and  a  loan life coverage ratio of 2.5 for the working capital
facility.

In  April  2000,  CCBC,  the  Company  and  Caledon  Overberg  Investments
(Proprietary) Limited ("COIL"), the minority shareholder in CCBC, entered into a
note  agreement  as  part  of  the  purchase  of  CCBC.  Under  the terms of the
agreement,  CCBC,  in  exchange  for  the  contribution of certain fixed assets,
entered  into  a loan agreement with COIL in the amount of approximately $2,300.
Under the terms of the agreement, the loan bears interest at the rate of 2% over
the prime/base rate established by PSGIB, and is due on demand subsequent to the
repayment  in full of the loan between CCBC and PSGIB. In November 2000, as part
of  the  Company's  additional equity investment in CCBC, the Company acquired a
portion  of  the  note payable between CCBC & COIL valued at approximately $600.

                                      F15
<PAGE>

     During  the  year  2000,  CCBC entered into a series of lease agreements
     for the purchase of capital equipment.  The average effective interest
     rate on the lease obligations  is  13.5%  and  are  repayable  over  a
     term  of  60  months.

     Assets  under  lease included in property and equipment as of December 31,
     2000:
                                 Original Book Value    Accumulated Depreciation
      Gaming equipment                   $515                             $43
      Furniture and office equipment     $146                             $11
      Other equipment                     $76                              $2
                                         ----                             ---
      Total                              $737                             $56
                                         ====                             ===

     During  the  second  quarter of 1998, the Company reached agreement with
     the two former  principals  of  Gold  Creek to pay them a total of $1,629,
     consisting of cash of $534 and two promissory notes totaling $1,095, in
     lieu of issuing common stock  as  previously  provided  for  in connection
     with the acquisition of Gold Creek's  assets.  The  notes  are  unsecured,
     bear interest at 8.75% and require aggregate  monthly  payments of
     principal and interest of $16 through June 2001, at  which  time,
     the  remaining aggregate principal of $357 is due and payable.

     On  May  30,  1996,  the Company issued a convertible debenture in the
     principal amount  of  $500  to  a private investor.  Simultaneously,
     the Company issued a guaranty  of payment on the otherwise unsecured debt.
     The proceeds were used in financing  the  Gold  Creek acquisition.  The
     debenture bears interest at 10.5%, payable  quarterly.  The  holder  has
     the  option  to  convert,  in one or more transactions,  all  or a portion
     of the outstanding principal into the Company's common stock at
     $1.84 per share, subject to a minimum per conversion transaction
     of  $50.  On August 4, 2000 the Company made a prepayment of $200 in lieu
     of the holder  exercising their right to convert the principal balance to
     stock.  As of December  31, 2000, the Company has the option to prepay the
     debenture, in whole or  in part, at 116% of the outstanding  principal.
     The entire unpaid principal is  due  on  May  30,  2001.

     In  April  1999,  the  terms  of  an  unsecured  note payable to a founding
     shareholder  were  amended.  The  previously existing principal balance of
     $420, plus  accrued  interest of approximately $60, were combined into a
     new principal amount  of  $480.  The  Company concurrently made a
     principal repayment of $100. The  remaining  principal  of $380 bears
     interest at 6%, payable quarterly.  The noteholder,  at  his  option,
     may  elect  to  receive  any or all of the unpaid principal by
     notifying the Company on or before April 1 of any year.  Payment of
     the  principal amount so specified would be required by the Company on or
     before January  1 of the following year.  The entire outstanding principal
     is otherwise due  and  payable  on  April  1,  2004.  Accordingly,  the
     note is classified as noncurrent  in  the  accompanying  consolidated
     balance sheet as of December 31, 2000.

     The consolidated  weighted  average interest rate on all borrowings
     was  9.87% for the year ended December 31, 2000.
<TABLE>
<CAPTION>

     As  of  December  31,  2000,  scheduled  maturities of all long-term
     debt are as follows:

<S>                                  <C>                 <C>      <C>
                                       Future minimum                    Total
                                       lease payment       Other       long term
                                     of capital leases     debt          debt
                                     -----------------     -----       ---------
2001 -                                $  310              $ 7,055       $ 7,365
2002 -                                $  145              $ 1,492       $ 1,637
2003 -                                $  145              $ 1,112       $ 1,257
2004 -                                $  145              $14,251       $14,396
2005 -                                $  117              $ 1,111       $ 1,228
Thereafter                            $   -               $ 1,943       $ 1,943
                                      ------              -------       -------
                                      $  862              $26,964       $27,826

Less amounts representing interest.   $  198              $     -       $   198
                                      ------              -------       -------
Total                                 $  664              $26,964       $27,628
                                      ======              =======       =======
                                      F16
<PAGE>
</TABLE>
6.   SHAREHOLDERS'  EQUITY
     In February 1998, the Company's Board of Directors approved a
     discretionary program  to  repurchase  up  to  $1  million of the
     Company's outstanding common stock.  In  October  1998,  the  Board
     voted to increase the limit on the stock repurchase  program from
     $1 million to an aggregate of $2 million. In March 2000, the
     Board  further  voted to increase the limit on the stock repurchase
     program from  $2  million to an aggregate of $5 million.  Through
     December 31, 2000, the Company  had repurchased 1,849,800 shares of its
     common stock at an average cost per  share of $1.23.  1,385,000 shares of
     its common stock, with an average cost of $1.06 per share, were retired
     in February 2000.  In November 2000, 308 shares of  common  stock
     were  awarded in a drawing amongst investors, leaving 464,492 shares
     remaining as of December 31, 2000, at an average cost per share of $1.76.

     In April 1994, the Board of Directors of the Company adopted the Employees'
     Equity  Incentive  Plan  (the  "Plan"), which was amended effective
     November 22, 1995, and further amended November 25, 1996.  The Plan
     provides for the grant of awards  to  eligible  employees  in  the  form
     of stock, restricted stock, stock options, stock appreciation rights,
     performance shares or performance units, all as  defined  in the Plan.
     The Plan provides for the issuance of up to 4,500,000 shares  of
     common  stock through the various forms of award permitted.  Through
     December  31,  2000,  only  stock option awards had been granted under the
     Plan.  Stock  options may be either incentive stock options, for which the
     option price may  not  be  less  than fair market value at the date of
     grant, or nonstatutory options,  which  may  be  granted at any option
     price.  All options must have an exercise  period  not  to exceed ten
     years.  Options granted to date have either one-year  or  two-year
     vesting  periods.  On  May  1, 2000 the Plan was further amended  to
     provide  the  Incentive  Plan Committee the power and discretion to
     prescribe  the terms and conditions for the exercise of, or modification
     of, any outstanding  Awards  in  the  event  of merger, acquisition or
     any other form of acquisition  other  than  a  reorganization  of  the
     Company under United States Bankruptcy  Code  or  liquidation  of  the
     Company.

     On  February  8,  1999,  the  Company's Board of Directors approved the
     award of options  on  809,000  shares  of the Company's common stock
     under the Employees' Equity  Incentive  Plan.  The options have an
     exercise price of $0.75 per share, vested in their entirety on February
     8, 2000, and have an exercise period of ten years.

     As of December 31, 2000 there were an additional 100,000 options
     outstanding to directors  of the Company.  These options have a
     weighted average exercise price of  $1.09

      Transactions  regarding  the  Plan  are  as  follows:
<TABLE>
<CAPTION>




<S>                                 <C>          <C>      <C>         <C>
                                        2000                           1999
                                      ----------                     ---------
                                            Weighted-                     Weighted-
                                            Average                       Average
                                            Exercise                      Exercise
                                   Shares    Price                Shares   Price
                                   ------    -------              ------   -------
Incentive Stock Options:

Outstanding at January 1        2,906,500   $  1.29            2,606,400   $  1.43
Granted                             -           -                809,000   $  0.75
Exercised                         (8,891)       .82                 -          -
Cancelled or forfeited           (85,309)      1.44            (508,900)      1.07
                               ----------                      ---------
Outstanding at December 31      2,812,300      1.29            2,906,500      1.29
                               ==========                      =========
Options exercisable at          2,812,300   $  1.29            2,273,500     $1.44
December 31                    ==========                      =========
</TABLE>

                                      F17
<PAGE>
Summarized  information  regarding all options outstanding at December 31, 2000,
is  as  follows:
<TABLE>
<CAPTION>



<S>         <C>          <C>            <C>
                                             Weighted-
                            Number            Average               Number
                         Outstanding         Remaining            Exercisable
                        At Year End        Term in Years         At Year End
                       -------------       -------------         ------------
Exercise
Price

0.75                     784,000                7.8                 784,000
1.50                   1,993,300                4.7               1,993,300
1.63                      30,000                5.0                  30,000
2.25                       5,000                4.4                   5,000
                       -------------       -------------         ------------
                       2,812,300.               5.5               2,812,300
                       =============       =============         ============
</TABLE>



     The  Company applies Accounting Principles Board Opinion No. 25 and related
     interpretations  in accounting for options granted under the Plan.
     Accordingly, no  compensation  cost  has  been  recognized  in  the
     accompanying  financial statements.  Had  compensation  cost  for  the
     Plan been determined based on the fair  value  at  the  grant dates for
     awards under the Plan, consistent with the method  recommended,  but not
     required, by SFAS No.123, the Company's net earnings and  earnings  per
     share  would  have  been  adjusted  to the pro forma amounts indicated
     below:
<TABLE>
<CAPTION>


<S>                  <C>           <C>     <C>
                                     2000                  1999
                                     ----                  ----

Net earnings      As reported      $3,253                $2,221
                   Pro forma       $3,233                $1,998

Earnings per share
 Basic            As reported      $ 0.23                $ 0.15
                   Pro forma       $ 0.23                $ 0.13

 Diluted          As reported      $ 0.22                $ 0.15
                   Pro forma       $ 0.22                $ 0.13

</TABLE>
     The  fair  value  of options granted under the Plan was estimated on the
     date of grant  using  the  Black-Scholes  option  pricing  model  with
     the  following assumptions:
                                                                            1999
                                                                            ----
      Weighted-average risk-free interest rate                              5.6%
      Weighted-average expected life                                     10 yrs.
      Weighted-average expected volatility                                   43%
      Weighted-average expected dividends                                    $ 0

     No  options  were granted under the Plan in the year 2000.  The
     weighted-average fair  value  of  the  options  granted  during  1999  was
     $  0.47.
                                      F18
<PAGE>

     Warrants:

     In  1995,  the  Company  entered  into a consulting agreement with a third
     party whereby  the  consultant  will assist the Company, from time to time,
     in seeking investors  and  business  opportunities.  The  agreement
     provides that, upon the consummation  of  certain transactions, the Company
     will issue to the consultant warrants  to  purchase  the  Company's  common
     stock.  The number of shares and exercise  price  are  determined based on
     a formula, which depends upon the type and  size  of transaction
     consummated and the recent trading price of the common stock.
     In connection with a 1995 private placement, the Company issued warrants
     to the consultant for 71,428 shares exercisable at $1.05 per share. The
     warrants had  a  five-year  term  from  the date of issue and expired in
     May 2000 without being exercised. The consulting agreement may be
     terminated by either party upon 30  days  notice.

     In  June  1996, the Company completed a private placement of 4,072,233
     shares of its  common  stock at an average price of $1.43 per share, with
     proceeds, net of selling  commissions,  of  approximately  $4,470,000.
     In  connection  with this private  placement, the Company issued warrants
     to a placement agent to purchase 150,000  shares  of its common stock at
     $2.36 per share.  The warrants expire in June  2001.


     Subsidiary Preference Shares:

     During  the year ended December 31, 2000, the Company's South African
     subsidiary acquired  a  65%  equity  interest  in  Caledon Casino Bid
     Company (Pty) Limited (CCBC)  (note  1).  In connection with the granting
     of a gaming license  to CCBC by the Western Cape Gambling and Racing Board
     in April 2000, CCBC issued a total of  200  preference  shares,  100
     shares each to two minority shareholders.  The preference  shares
     are not cumulative, nor are they redeemable.  The preference
     shares  entitle  the holders of said shares to dividends of 20% of the
     after-tax profits  directly  attributable  to  the CCBC casino business
     subject to working capital  and  capital  expenditure  requirements  and
     CCBC  loan obligations and liabilities  as determined by the directors of
     CCBC.  Should the casino business be  sold or otherwise dissolved, the
     preference shareholders are entitled to 20% of  any  surplus  directly
     attributable to the CCBC casino business, net of all liabilities
     attributable to the CCBC casino business.  Due to the October 2000 opening
     of the casino, the 2000 preference dividend is not significant.

                                      F19
<PAGE>

7.   SEGMENT  INFORMATION
     The  company  has adopted FASB Statement No. 131 " Disclosures about
     Segments of an  Enterprise  and  Related  Information,"  The  Company  is
     managed  in  four segments;  Cripple  Creek  Colorado,  South  Africa,
     Cruise Ships, and Corporate operations.  Corporate  operations  include
     the  revenue and expense of certain corporate gaming projects for which the
     Company has secured long term management contracts.  Earnings  before
     interest,  taxes,  depreciation  and  amortization (EBITDA)  is not
     considered a measure of performance recognized as an accounting
     principle  generally  accepted  in  the  United  States  of America.
     Management believes  that  EBITDA is a valuable measure of the relative
     performance amongst its  operating  segments.  Segment  information  as
     of  and  for the year ended December  31,  2000  is presented below.
     Comparable information is not provided for  1999  because during 1999
     the Company operated as one identifiable segment, Cripple  Creek
     Colorado.
<TABLE>
<CAPTION>



<S>                               <C>                <C>            <C>            <C>                 <C>
Dollar amounts in thousands      Cripple       South    Cruise    Corporate     Intersegment     Consolidated
                                 Creek CO      Africa    Ships      & Other     Elimination
Property and equipment,
net of accumulated depreciation   $  19,275  $  11,759  $  213   $   2,021          -             $  33,268
Total Assets                      $  36,386  $  20,310  $  438   $   2,176      ($3,188)          $  56,122
Net operating revenue             $  24,389  $   4,155  $  189   $     276          -             $  29,009
Depreciation & amortization       $  3,241   $     290  $    6   $     216          -             $   3,753
Interest  income                  $      2   $     112      -    $     372        ($341)          $     145
Interest expense,
including debt issuance cost      $  1,510   $     367      -    $      81        ($341)          $   1,617
Earnings before income taxes
and minority interest             $  4,916   $     666  $   12   $     259           -            $   5,853
Income tax expense(benefit)       $  2,262   $     193       -   $      87           -            $   2,542
Net earnings                      $  2,654   $     416  $   12   $     171                        $   3,253
EBITDA                            $  9,665   $   1,154  $   18   $     183           -            $  11,020

</TABLE>
                                      F20
<PAGE>

8.   COMMITMENTS,  CONTINGENCIES  AND  OTHER  MATTERS
     Prague,  Czech  Republic  -  In  March  1998,  the  Company entered into
     a joint venture  agreement  with  B.  H. Centrum a.s. ("BHC"), a Czech
     subsidiary of Bau Holding AG, one of the largest construction and
     development companies in Europe, to  form  Century  Casinos Praha a.s.
     The Company was to hold a 49% interest in the  venture,  which  would
     operate a casino in the five-star Marriott Hotel in Prague, Czech
     Republic.  Subsequent to signing the joint venture agreement, laws
     governing  casino  licenses  in  the  Czech  Republic were amended to
     preclude a foreign  entity from holding an equity interest in a casino
     license.  In January 1999,  the  Company  entered  into  a  20-year
     definitive agreement with Casino Millennium  a.s.,  a  Czech company that
     has secured the leasing rights from the hotel,  to  provide  casino
     management services for ten percent of the casino's gross  revenue,
     and to provide and lease to the casino certain gaming equipment
     for  45%  of  the  casino's  net profit.  During 1999, the Company
     purchased and leased  to  Casino  Millennium  a.s.  gaming  equipment
     with  a  total  cost of approximately  $1.3  million.  In addition, the
     Company advanced operating funds to  the  casino  of  approximately  $208.
     In  July 1999, Casino Millennium a.s. commenced operations of its casino.
     During the years ended December 31, 2000 and 1999, the Company  earned
     management fee  income  from  Casino Millennium totaling $177 and $109
     respectively.  Casino Millennium recognized no earnings in the years ended
     December 31, 2000 and 1999.  Accordingly, no lease income  was  earned by
     the Company.  At December 31, 2000, receivables  in  the  accompanying
     consolidated  balance  sheet include $421 relating  to advances  and
     management  fees.

     Subsequent to the formation of Casino Millennium a.s., the Czech laws were
     again amended to permit the Czech Republic's Ministry of Finance to make
     exceptions to the  foreign ownership restriction, thereby allowing a
     foreign entity to hold an equity  interest in a casino license.
     Accordingly, in January 2000, the Company entered  into  a memorandum of
     agreement with BHC to continue the casino project on  a  joint
     venture basis with each party having a 50% equity interest.  It is
     anticipated  that  this  will  be  accomplished  by the formation of a new
     joint venture or by the joint acquisition of Casino Millennium a.s. by the
     Company and BHC.  The  current  shareholders of Casino Millennium a.s.
     have consented to the sale  of  their  respective  equity  interests or
     the sale of its net assets and liabilities.  It is the intention of the
     Company and BHC to enter into new lease and  management  agreements under
     the same terms and conditions described above. It  is  also
     expected  that  the Company and BHC will contribute certain casino
     equipment  and  improvements  currently  being  leased  to Casino
     Millennium and equalize  their  respective  contributions  to  the
     joint  venture, taking into consideration  previously  advanced  operating
     funds.  In addition to the assets which  would  be  contributed,  the
     Company  expects that the cash contribution required to equalize the
     transaction will not exceed $300.  Any funding required by the Company
     to consummate this transaction would be met through a combination
     of  existing liquidity and anticipated cash flow.  The Company is in
     the process of  negotiating  a  definitive purchase agreement.
     As of December 31, 2000, the Company's  net  fixed  assets  leased
     under  operating  leases  to  the  Casino Millennium  approximated  $1.0
     million.

                                      F21
<PAGE>
     South  Africa-Caledon  - On April 13, 2000, the Caledon Casino Bid
     Company (Pty) Limited  ("CCBC")  was awarded a gaming license for a casino
     at a 92-room resort hotel  and spa in Caledon, province of the Western
     Cape, South Africa.  On April 17,  2000,  the Company's South African
     subsidiary, Century Casinos Africa (Pty) Ltd  ("CCA"),  acquired  a  50%
     equity  interest  in  CCBC.  In  March 2000, in anticipation  of  the
     award  of  the  final  license,  the  Company  borrowed
     approximately  $4.0  million  under  its revolving credit facility and,
     in April 2000,  the  Company  (through  CCA)  made its equity investment
     of approximately $1,534  in  and  a  loan  of  approximately  $2,302  to
     CCBC.  In  a concurrent transaction,  another  50% investor contributed
     fixed assets to CCBC in exchange for  a  50%  equity  investment  of
     approximately  $1,534 and a loan payable of approximately  $2,302.
     The acquisition of CCBC by the Company has been recorded using  the
     purchase  method of accounting.  On November 4, 2000 CCA acquired an
     additional 15% equity interest in the ordinary shares of CCBC.   In
     exchange for $1.8  million borrowed under its revolving credit facility,
     the Company, through CCA, acquired 600 ordinary shares and claim to an
     additional 15% of the total outstanding  shareholder  loans, which as of
     December 31, 2000 were $3,965, from the other 50% investor.  The
     acquisition of the additional 15% interest has been recorded
     using the purchase method of accounting.  As of December 31, 2000, net
     long-lived assets held by CCBC, included in the Company's condensed
     consolidated balance  sheet,  approximated  $11.5  million.  Pro forma
     financial information presenting the results of operations as if the
     acquisition of CCBC had been consummated as of the beginning of the year
     ended December 31, 2000 have not been included because they were not
     material to the Company's consolidated results of operations.

     In  December  1999,  the  Company  entered  into  a  ten-year  casino
     management agreement with CCBC, which agreement may be extended at the
     Company's option for multiple ten-year periods.  The Company will receive
     a management fee consisting of  the  following:  (i)  an  amount equal to
     3% (increasing to 4% and 5% in the second  fiscal  year  of  operations,
     variable  based on levels of annual gross revenues) of annual gross
     revenues, as defined, and (ii) an amount equal to 7.5% of  the
     casino's  annual  earnings before interest, income taxes, depreciation,
     amortization  and  certain  other  costs.  The casino opened on October
     11, 2000 with  250 slot machines and 14 gaming tables. In addition to the
     casino license, hotel  and  spa, CCBC owns approximately 600 acres of
     land, which is expected to be  used  for  future  expansion  of  the
     project.

     Initial start up costs of the casino, resort hotel and spa have resulted in
     a  pre-tax  charge  of  $652  against the income for the year ended
     December 31, 2000.

     South  Africa-Gauteng  -Legislation enacted in 1996 in South Africa
     provides for the  award  of  up  to  40  casino licenses throughout the
     country. To date, the Company  has  entered  into  agreements  with
     various local consortia to provide consulting  services  during the
     application phase, as well as casino management services  should
     the  Company's  partners  be  awarded  one  or  more licenses.

     Under  South African gaming legislation passed in 1996, six casino licenses
     were  allocated  to  the  province  of  Gauteng  -  primarily  for  the
     Greater Johannesburg  area.  Silverstar  Development Ltd., a consortium
     owned by trusts, corporations  and individuals from the province, chose
     Century Casinos as equity and  management partner for its proposed 1,000
     gaming position casino, hotel and entertainment  resort  in  the  West
     Rand  region  (western  portion of greater Johannesburg). Since joining
     forces more than four years ago, Century has helped Silverstar  work
     through  a  series of legal issues regarding the award of this
     gaming  license  -  culminating  in  March 2000 with Silverstar entering
     into an agreement  with  the competing license applicant. This agreement
     has settled all past claims and has brought both parties together in an
     effort to jointly secure the  sixth  and  final gaming license in the
     province. In a process entered into with  the Gauteng Gambling Board for
     their consideration of the amended proposal for  a  casino  license,  the
     parties  jointly  filed  the  requisite amendment application.
     There  can  be no certainty regarding the award of this license or
     that  this  license  will  ultimately be awarded to the consortium
     Silverstar is part  of.


                                      F22
<PAGE>

     Riverboat  Development  Agreement-Indiana  - In September 1998, the Indiana
     Gaming  Commission  awarded  a  Certificate  of  Suitability  to Pinnacle
     Gaming Development  Corporation ("Pinnacle") to conduct riverboat gaming
     in Switzerland County.  In  accordance  with the terms of the sale of the
     Company's interest in Pinnacle  in 1995, the Company received payments of
     $1,380 in 2000 and $1,040 in 1999,  which  are  included  in  "other
     expense,  net"  in  the  accompanying consolidated  statements of earnings.
     The  Company  was  entitled  to  receive installment payments of $32 per
     month for the first 60 months of the riverboat's operation;  however,
     subsequent  to  1999,  the  Company  elected to receive an
     aggregate discounted payment amount of $1,380, which was received and
     recognized as  "other  expense,  net"  in  2000,  as  discussed  above.

     Consulting  Agreement-Rhodes,  Greece  -  In  1998,  the  Company reached a
     consulting  agreement  (the  "current  agreement")  with  Rhodes Casino
     S.A. and Playboy Gaming International Ltd. ("Playboy") to assign certain
     of the Company's rights  and delegate its responsibilities under a
     previously executed management and  consulting agreement (the
     "previous agreement") pertaining to the operation of  a  casino  on
     the island of Rhodes, Greece.   In 1998, the Company received
     from Playboy a payment of $25 for certain preopening services performed to
     date.  The  Company  also  received  payments  totaling  $50 in 1999 and
     2000 and is to receive  a  final  annual  payment  of  $50 in 2001.
     The Company will have no further  obligations  under  the  previous
     agreement  unless, subsequent to the opening  of  the  casino,  Playboy
     is  unwilling or unable to perform under the current  agreement.  In
     such  event,  the previous agreement, and the Company's obligations,
     would be reinstated together with the Company's right to receive up
     to  $300  per  year  for  the  first  three  years of casino operations,
     with an aggregate  minimum  guarantee  of  approximately  $250.

     Agreement with Former Officer/Director - In October 1999, in connection
     with the termination  of  an  officer/director's  employment,  the Company
     entered into a noncompetition  agreement  with  the former officer/director
     with a term through March  31,  2001  for  consideration of twelve monthly
     payments of $14 beginning January  2000.  The  area  covered  by the
     noncompetition agreement includes any geographical  area in which the
     Company is present.  The agreement also provides for  limited
     consulting services to be performed by the former officer/director
     during 2000.  In March  2000, in accordance with paragraph II.A.5. of
     the Waiver and  Release  and Consulting Agreement, the Company made a
     discounted payment to the  former  officer/director  and  terminated  the
     consulting  portion  of the agreement.  All other provisions of the
     noncompetition agreement remain in effect.  The  accompanying  financial
     statements  include  noncompetition  amortization expense  of  $137
     in  2000  and  $28  in  1999  relating  to  this  agreement.

     Employee  Benefit  Plan  - In March 1998, the Company adopted the 401(k)
     Savings and  Retirement  Plan  (the "Plan").  The Plan allows eligible
     employees to make tax-deferred  contributions  that  are  matched by the
     Company up to a specified level.  The  Company  contributed  $26  and
     $24  to  the Plan in 2000 and 1999, respectively.

     Operating Lease Commitments - The Company has entered into certain
     noncancelable operating  leases  for  real  property  and  equipment.
     As of December 31, 2000, future  minimum lease payments under existing
     lease agreements are $344 in 2001, $329  in  2002,  $286  in  2003,
     $282 in 2004, $170 in 2005 and $398 thereafter.  Rental  expense  was
     $505  in  2000  and  $574  in  1999.

     Stock  Redemption  Requirement  -  Colorado  gaming regulations require the
     disqualification  of  any  shareholder  who  may  be  determined by the
     Colorado Division  of Gaming to be unsuitable as an owner of a Colorado
     casino.  Unless a sale  of such common stock to an acceptable party could
     be arranged, the Company would  repurchase  the  common  stock  of any
     shareholder found to be unsuitable under  the  regulations.  The  Company
     could  effect  the repurchase with cash, Redemption  Securities,  as such
     term is defined in the Company's Certificate of Incorporation  and
     having terms and conditions as shall be approved by the Board of
     Directors,  or  a  combination  thereof.


                                      F23
<PAGE>

9.   INCOME  TAXES
<TABLE>
<CAPTION>


The provision for income taxes consists of the following:
                                                            2000     1999
                                                           -------  -------
<S>                                                        <C>      <C>
Current:

 Federal                                                   $2,261   $1,593
 State                                                        341      252
 Foreign                                                      386        -
                                                           -------  -------
                                                            2,988    1,845
                                                           -------  -------

Deferred:
 Federal                                                     (219)     (90)
 State                                                        (34)      (9)
 Foreign                                                     (193)       -
                                                           -------  -------
                                                             (446)     (99)
                                                           -------  -------
                                                           $2,542   $1,746
                                                           =======  =======
</TABLE>
The  provision  for  income taxes differs from the expected amount of income tax
calculated  by  applying  the statutory rate to pretax income as follows:
<TABLE>
<CAPTION>


                                                         2000     1999
                                                        -------  -------
<S>                                                     <C>      <C>

Expected income tax provision at statutory rate of 34%  $1,990   $1,349


Increase (decrease) due to:
 Goodwill amortization                                     252      252
 Effect of foreign operations taxed at different rates     (18)      (4)
 State income taxes, net of federal benefit                201      155
 Other, net                                                117       (6)
                                                        -------  -------
Provision for income taxes                              $2,542   $1,746
                                                        =======  =======
</TABLE>

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes. Deferred tax assets and
liabilities  at  December  31,  2000,  consist  of  the  following:

Deferred  tax  assets:
 Property and equipment - noncurrent                            $    623
 Accrued liabilities and other - current                           1,010
                                                                --------
                                                                   1,633

Deferred  tax  liabilities:
 Prepaid expenses - current                                        (615)
                                                                --------
 Net deferred tax assets                                        $  1,018
                                                                ========
Net  deferred  tax  assets  of  $395  and  $623  are  classified  as current and
noncurrent,  respectively,  and  included  in  other  assets in the accompanying
consolidated  balance  sheet  as  of  December  31,  2000.  CCBC, a 65% owned
subsidiary of the Company's South African subsidiary, has approximately $2,700
in net operating loss carryforwards as of December 31, 2000, which carry no
expiration date.

                                      F24
<PAGE>
<TABLE>
<CAPTION>



10.  OTHER EXPENSE, NET
    Other expense, net, consists of the following:
<S>                                             <C>       <C>
                                                   2000      1999
                                                --------  --------

Interest income                                 $   145   $    43
Interest expense                                (1,529)    (1,000)
Income from sale of casino project rights         1,380     1,040
Foreign exchange losses                             (1)         -
Amortization of deferred financing costs           (88)      (127)
Gain (loss) on disposal of equipment                 80       (10)
Other                                               (7)         -
                                                --------  --------
                                                $   (20)  $   (54)
                                                ========  ========
</TABLE>
11.  EARNINGS  PER  SHARE
     Basic  and  diluted earnings per share for the years ended
     December 31, 2000 and 1999 were computed as follows:
<TABLE>
<CAPTION>


                                                                    2000         1999
                                                                 -----------  -----------
<S>                                                              <C>          <C>

Basic Earnings Per Share:
 Net earnings                                                    $     3,253  $     2,221
                                                                 ===========  ===========
 Weighted average common shares                                   14,240,990   14,631,719
                                                                 ===========  ===========
 Basic earnings per share                                        $      0.23  $      0.15
                                                                 ===========  ===========

Diluted Earnings Per Share:
 Net earnings, as reported                                       $     3,253  $     2,221
 Interest expense, net of income taxes, on convertible debenture          28           33
                                                                 -----------  -----------
 Net earnings available to common shareholders                   $     3,281  $     2,254
                                                                 ===========  ===========

Weighted average common shares                                    14,240,990   14,631,719
 Effect of dilutive securities:

  Convertible debenture                                              227,489      271,739
  Stock options and warrants                                         567,362      216,430
                                                                 -----------  -----------
Dilutive potential common shares                                  15,035,841   15,119,888
                                                                 ===========  ===========
Diluted earnings per shares                                      $      0.22  $      0.15
                                                                 ===========  ===========

Excluded from computation of diluted earnings per share
 due to antidilutive effect:
  Options and warrants to purchase common shares                      205,000    4,616,566
  Weighted average exercise price                                 $      2.19  $      1.94
</TABLE>
                                      F25
<PAGE>
12.  UNAUDITED  SUMMARIZED  QUARTERLY  DATA
     Summarized  quarterly  financial  data  for  2000  and  1999  is
     as  follows: (Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>



<S>                                   <C>             <C>           <C>           <C>
                                       1st Quarter(1)  2nd Quarter   3rd Quarter     4th Quarter(2)

Year ended December 31, 2000
Net operating revenue                 $      5,834    $      6,212  $      7,190    $      9,773
Earnings from operations              $        603    $      1,052  $      1,554    $      2,664
Net earnings                          $        979    $        396  $        830    $      1,048
Basic earnings per share              $       0.07    $       0.03  $       0.06    $       0.07
Diluted earnings per share            $       0.07    $       0.03  $       0.06    $       0.06
</TABLE>



( 1) During the 1st quarter of 2000, the Company received $1,380 from the sale
     of its riverboat gambling license in Indiana.  This was offset by charges
     of $302  related to the write-off of a noncompete agreement with a former
     officer / director  and  bonuses  paid  to  certain  officers / directors
     related  to  the  final  payment  received  on  the sale of the Company's
     riverboat gambling license in Indiana.
( 2) The Caledon Casino opened for business on  October 11, 2000.   During the
     4th  quarter  of 2000,  net operating revenue for the casino was  $3,536.
     Consolidated   net   earnings,   after   eliminating   all   intercompany
     transactions, for CCA,  the Company's South African subsidiary,  of which
     the Caledon Casino is a part, was $748 for the 4th quarter of 2000.
<TABLE>
<CAPTION>


<S>                                   <C>             <C>           <C>           <C>
                                       1st Quarter     2nd Quarter   3rd Quarter(1)  4th Quarter
Year ended December 31, 1999
Net operating revenue                 $      5,193    $      5,552  $      6,704    $      6,135
Earnings from operations              $        644    $        821  $      1,770    $        786
Net earnings                          $        190    $        271  $      1,456    $        304
Basic and diluted earnings per share  $       0.01    $       0.02  $       0.10    $       0.02
</TABLE>

( 1) During the 3rd  quarter of 1999, the Company received $1,040 from the sale
     of its riverboat gambling license in Indiana.

                                      F26
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.98
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SHAREHOLDERS AGREEMENT
<TEXT>

                             SHAREHOLDERS AGREEMENT
                                     between
                  CENTURY CASINOS AFRICA (PROPRIETARY) LIMITED
               CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED
                      OVERBERG EMPOWERMENT COMPANY LIMITED
                          THE OVERBERG COMMUNITY TRUST
                                       and
                CALEDON CASINO BID COMPANY (PROPRIETARY) LIMITED
<PAGE>
<TABLE>
<CAPTION>



TABLE OF CONTENTS
<C>                <S>                                                   <C>
                   PART I - INTRODUCTORY                                                                       1
                   2        INTRODUCTION                                                                       7
                   3        SUSPENSIVE CONDITIONS                                                              8
                   PART 11 - THE COMPANY                                                                       9
                   4        THE COMPANY                                                                        9
                   5        GENERAL COMPANY AFFAIRS                                                            9
                   6        MEMORANDUM AND ARTICLES OF ASSOCIATION                                            10
                   7        OBJECT OF THE COMPANY                                                             10
                   PART III - SHAREHOLDINGS                                                                   11
                   8        SHAREHOLDING                                                                      11
                   9        PRE-EMPTIVE RIGHTS                                                                11
                   10       COME-ALONG                                                                        17
                   11       TAG ALONG                                                                         18
                   12       FORCED SALES                                                                      19
                   13       DILUTION                                                                          23
                   PART IV - CORPORATE GOVERNANCE                                                             24
                   14       DIRECTORS OF THE COMPANY                                                          24
                   15       MEETINGS OF SHAREHOLDERS                                                          27
                   PART V - BUSINESS OF THE COMPANY                                                           28
                   16       CONDUCT OF THE BUSINESS OF THE COMPANY                                            28
                   17       FUNDING REQUIREMENTS OF THE COMPANY                                               28
                   18       BASIS OF ACCOUNTING FOR THE CASINO BUSINESS                                       31
                   PART VI - GENERAL                                                                          31
                   19       CESSION                                                                           31
                   20       PERFORMANCE                                                                       31

<PAGE>


               21    ARBITRATION                                                                              31
               22    DOMICILIUM AND NOTICES                                                                   34
               23    GENERAL                                                                                  36
               24    GOVERNING LAW AND JURISDICTION                                                           37
               25    LEGAL COSTS                                                                              37

                   ANNEXURES

                   ANNEXURE A                                              RIGHTS ATTACHING TO PREFERENCE SHARES

                   ANNEXURE B                                              NO ANNEXURE APPLICABLE

                   ANNEXURE C                                           AMOUNTS TO BE DISTRIBUTED TO PREFERENCE
                                                                                             SHAREHOLDERS
</TABLE>
<PAGE>
SHAREHOLDERS  AGREEMENT


between
CENTURY  CASINOS  AFRICA  (PROPRIETARY)  LIMITED
CALEDON  OVERBERG  INVESTMENTS  (PROPRIETARY)  LIMITED
OVERBERG  EMPOWERMENT  COMPANY  LIMITED
THE  OVERBERG  COMMUNITY  TRUST
and
CALEDON  CASINO  BID  COMPANY  (PROPRIETARY)  LIMITED

PART  I  -  INTRODUCTORY

1         In  this  agreement,  clause headings are for convenience and shall
          not be used  in its interpretation and, unless the context clearly
          indicates a contrary intention,  -
1.1         an  expression  which  denotes  -

1.1.1         any  gender  includes  the  other  genders;

1.1.2         a  natural  person  includes an artificial or juristic person
              and vice versa;

1.1.3         the  singular  includes  the  plural  and  vice  versa;

1.2       the following expressions shall bear the meanings assigned to them
          below and  cognate  expressions  bear  corresponding  meanings  -

1.2.1       "Act"  -  the  Companies  Act, 61 of 1973, as
            amended;
                                        2
<PAGE>

1.2.2       "the/this  agreement" - the agreement as set out herein, together
            with all  its  annexures,  as  amended  from  time  to  time;

1.2.3       "auditors"  -  the auditors of the company as appointed by the
            company at  its  annual  general  meeting  from  time  to  time;

1.2.4       "board"  -  the  board  of directors of the company from time to
            time;

1.2.5       "business"  - the business to be conducted by the company from
            time to time, being all business activities relating to,
            associated with or connected to or  furthering  the  Caledon
            Casino,  Hotel  &  Spa  Resort;

1.2.6       "business  day"  -  any calendar day, other than a Saturday,
            Sunday or official  public  holiday  in  the  Republic  of
            South  Africa;

1.2.7       "Century"  -  Century Casino Africa (Proprietary) Limited, a private
            company with limited liability duly incorporated in the Republic of
            South Africa with  registration  number  [96/10501/07];

1.2.8       "CCI"  -  Century  Casinos Incorporated, a company incorporated in
            the State  of  Delaware  ,  United  States  of  America;

1.2.9       "COIL" - Caledon Overberg Investments (Proprietary) Limited, a
                     private company with limited liability duly incorporated
                     in the Republic of South Africa with  registration
                     number  [96/06728/07];

1.2.10      "company"  and/or  "Bidco" - Caledon Casino Bid Company
            (Proprietary) Limited,  a  private  company  with  limited
            liability duly incorporated in the Republic  of  South Africa
            with  registration number  [96/010708/07] (to  be  renamed
            Century Casinos  Caledon  (Proprietary)  Limited  or  such
            other  name  as  the Registrar of Companies  may  approve);

1.2.11      "control" of a shareholder includes, without limiting the generality
            of  the  term  -
1.2.11.1      the  beneficial  ownership of the majority in number of the issued
              equity  shares  (or other equity interest) in the shareholder;  or

1.2.11.2      the  beneficial ownership of issued equity shares (or other equity
              interest)  in the shareholder entitling the beneficial owner
              thereof to exercise less  than a majority of the votes attaching
              to all the issued equity shares (or other  equity  interest)  in
              the  shareholder,  where  such  voting  power  is sufficiently
              dominant  relative  to  the spread of other shareholdings or other
              equity  interest  holdings  in  the shareholder that it does
              constitute de facto control  of  the  shareholder;  or

1.2.11.3      the  right,  through  shareholding  or  otherwise, to  control the
              composition  of  the  board  of  directors  (or  other
              controlling body) of the shareholder  and,  without  prejudice
              to  the  generality of the foregoing, the composition  of  such
              board (or other controlling body) shall be deemed to be so
              controlled if the person or entity holding the right may by the
              exercise of some power,  directly  or indirectly, appoint or
              remove the majority of the directors (or  members  of  such
              other  controlling  body);  or

1.2.11.4      the  right  to  control  the  management  of the  shareholder;  or

1.2.11.5      the ability to exercise a material influence over financial and/or
              trading  policies  of  the  shareholder;
1.2.12      "dispose"  -  sell,  transfer,  exchange,  dispose of or otherwise
            alienate;
                                        3
<PAGE>

1.2.13      "Empowerco" - Overberg Empowerment Company Limited, a public company
            with  limited  liability  duly incorporated in the Republic of
            South Africa with registration  number;97/00328/06

1.2.14      "Hospitality"  - Fortes  King  Hospitality  (Proprietary) Limited, a
            private  company  with  limited  liability  duly  incorporated  in
            the Republic     of   South     Africa    with    registration
            number [80/00096/07]

1.2.15      "hotel  management  agreement"  - the written hotel  management
            agreement dated [3 December 1999] concluded between Hospitality and
            the company;

1.2.16      "management"  - the chairman and the managing director or chief
            executive  officer,  as  the  case  may  be,  of  the  company
            and all senior  managers  reporting  directly  to  them  or
            either  of  them;

1.2.17      "ordinary  shares" - ordinary par value shares of Rl each in the
            share  capital  of  the  company;

1.2.18      "ordinary  shareholders"  -  Century  and  COIL;
1.2.19      "parties"  -  Century,  COIL,  Empowerco,  the  trust  and  the
            company;

1.2.20      "preference  shares" - preference par value shares of Rl each in
            the  share  capital  of  the  company,  having  the  rights  and
            being subject  to  the  terms  and  conditions set out in annexure
            A hereto;

1.2.21      "preference  shareholders"  -  Empowerco  and  the  trust;

1.2.22      "prime  rate"  -  the  publicly quoted annual prime/base rate of
            interest  from  time  to  time  levied by the company's bankers
            on the unsecured  overdrawn  current  accounts  of  its  most
            favoured private  sector  corporate  customers  (which  rate
            shall  be evidenced  by  a  certificate  issued  under  the
            hand of any manager
                                        4
<PAGE>

            of  that  bank,  whose appointment as such it shall not be necessary
            to prove), compounded  monthly  in  arrears;

1.2.23      "PSGIB"  -  PSG  Investment  Bank  Limited,  registration  number
            1998/817396/06, a public company with limited liability duly
            incorporated in the Republic  of  South  Africa;

1.2.24      "sale  agreement"  -  the  written sale of shares  agreement to be
            concluded  between  CCI,  COIL  and  the  company  contemporaneously
            with  the conclusion  of  this  agreement,  pursuant  to  which CCI
            will acquire from COIL ordinary shares constituting 15% of all the
            issued ordinary shares in the issued share  capital  in  the
            company, which shares CCI will subsequently transfer to Century;

1.2.25      "shareholders"  - the registered members of the company bound by
            this agreement  from  time  to  time;

1.2.26      "shareholders claims" - all amounts of whatsoever nature and however
            arising  owing  by  the  company  to  a  shareholder;

1.2.27      "signing date" - the date upon which this agreement is signed by the
            party  signing  last  in  time;

1.2.28      "suspensive conditions"  - the suspensive conditions set out in 3.1;

1.2.29      "trust" -  The  Overberg  Community  Trust, masters reference number
            [IT2086/98]

1.3       any reference to any statute,"regulation or other legislation shall be
          a reference  to  that statute, regulation or other legislation as at
          the signature date,  and  as  amended  or  substituted  from  time  to
          time;

                                        5
<PAGE>

1.4       if any provision in a definition is a substantive provision conferring
          a right  or  imposing  an obligation on any party then,
          notwithstanding that it is only  in  a  definition, effect shall be
          given to that provision as if it were a substantive  provision  in
          the  body  of  this  agreement;

1.5       where  any term is defined within a particular clause other than
          this 1, that  term  shall  bear the meaning ascribed to it in that
          clause wherever it is used  in  this  agreement;

1.6       where any number of days is to be calculated from a particular day,
          such number  shall.  be calculated as excluding such particular day
          and commencing on the next day.  If the last day of such number so
          calculated falls on a day which is  not  a  business day, the last
          day shall be deemed to be the next succeeding day  which  is  a
          business  day;

1.7       any  term  which refers to a South African legal concept or process
          (for example,  without  limiting  the  foregoing, winding-up or
          curatorship) shall be deemed  to include a reference to the equivalent
          or analogous concept or process in  any  other  jurisdiction in which
          this agreement may apply or to the laws of which  a  party  may  be
          or  become  subject;

1.8       the  use  of the word "including" followed by a specific example/s
          shall not be construed as limiting the meaning of the general wording
          preceding it and the  eiusdem  generis  rule  shall  not be applied
          in the interpretation of such general  wording  or  such  specific
          example/s.  The  terms of this agreement having been negotiated,
          the contra proferentem rule shall  not  be  applied  in  the
          interpretation  of  this  agreement.

2  -    INTRODUCTION

2.1       It  is  recorded  that  -


2.1.1       Century  and  COIL  are,  between  them,  the holders  of  all  the
            issued  ordinary  shares  in  the  share  capital  of  the  company;
            and
                                        6
<PAGE>

2.1.2       Empowerco  and  the  trust  are,  between them, fhe holders of all
            the issued  preference  shares  in  the  share  capital  of  the
            company.

2.2       The  parties  accordingly  wish  to  regulate  -

2.2.1       the  governance  of  the  company;

2.2.2       the  structure  of  the  company;

2.2.3       the  financing  of  the  company;

2.2.4       the business  activities  of  the  company;  and

2.2.5       the relationship  of the shareholders inter se as shareholders in
            the company.

3       SUSPENSIVE  CONDITIONS

3.1       This agreement, in its entirety, is subject to the suspensive
          conditions that  -

            the  sale  agreement is concluded and becomes fully binding and
            unconditional on the  parties  thereto by virtue of the fulfillment
            or waiver, as the case may be, of all  suspensive  conditions  to
            which  it  may  be  subject;  and

3.2       Should  the suspensive condition not be fulfilled or waived, as the
          case may  be,  then  this  agreement  shall  be  of  no further
          force or effect and -

3.2.1       to  the extent that this agreement may have been partially
            implemented the  parties  shall  be  restored  to  the  status
            quo  ante;  and
                                        7
<PAGE>
3.2.2       no  party  shall have any claim against any other arising out of
            or in connection  with  this  agreement  except  as  contemplated
            in  this  clause 3.
3.3       The  parties  shall  use their respective best endeavours to procure
          the timeous  fulfilment  of  the  condition.

PART  11  -  THE  COMPANY
4       THE  COMPANY

        It  is  recorded  that,  as  at  the signing date, the company has  -

4.1       an authorised  share  capital  of  R4 000, consisting of 4 000
          ordinary shares  of  which 4 000 ordinary shares are issued, and a
          further 200 preference shares  of  Rl.00  each  which  are  in  the
          process  of  being  issued;  and

4.2       a financial year ending on  the  last  day of December of each year.

5       GENERAL  COMPANY  AFFAIRS

5.1       The  parties  shall procure that, by no later than December 31, 2000 -

5.1.1       the company's name is changed to Century Casinos Caledon
            (Proprietary) Limited  or  such  other  name  as  the  registrar
            of companies may approve; and

5.1.2       the  company  adopts  new standard set articles of association, in
            the place  and  stead  of  its  existing articles of association
            as soon as possible after  the  signing  date

5.2       Until  the  company  in  general  meeting  determines
          otherwise  -
                                        8
<PAGE>

5.2.1       save  for  the  company's  other  commitments  for the year 2000,
            the auditors  shall  be  Grant  Thornton  Kessel  Feinstein,
            auditors of Cape Town;

5.2.2       the  company  shall  have its registered address at the auditor's
            main office  in  Cape  Town;  and

5.2.3       the  secretary  and  public  officer of the company shall be
            J Forbes.

6       MEMORANDUM  AND  ARTICLES  OF  ASSOCIATION

6.1       the  extent  that  the  provisions  of  the  memorandum  and articles
          of association of the company may conflict with or fail to record the
          provisions of this  agreement  -

6.1.1       any  shareholder  may  require  the  memorandum  and/or  articles
            of association  of  the  company  to  be  amended  accordingly;
            and

6.1.2       the  shareholders  shall  vote  in  favour  of  all resolutions of
            the company  necessary to amend the memorandum and/or articles of
            association of the company  in  terms  of  6.1.1.

6.2       Without  detracting  from  the provisions of 6.1, to the extent that
          the provisions  of  this agreement may conflict with the provisions
          of the company's memorandum  and/or  articles  of  association or any
          prior agreement between the shareholders  regarding  the subject
          matter of this agreement, the provisions of this agreement shall take
          precedence and shall be given effect to accordingly by the  parties
          to  the  extent  that  it  is  legally  possible.

7       OBJECT  OF  THE  COMPANY

7.1       The  object  of  the  company  shall be to conduct the business on
          sound commercial  terms.
                                        9
<PAGE>

PART  III  -  SHAREHOLDINGS


8       SHAREHOLDING

8.1       After  implementation of the transactions set out in the sale
          agreement, the issued shares in the share capital of the company
          will beneficially be owned in  the  following  proportions  by
          the  shareholders  -

8.1.1       Century  -  65%  of  the  ordinary  shares;

8.1.2       COIL  -  35%  of  the  ordinary  shares;

8.1.3       Empowerco  -  50%  of  the  preference  shares;  and

8.1.4       the  trust  -  50%  of  the  preference  shares.

8.2       All  ordinary  shares  shall  rank pari passu in all respects.

8.3       All  preference  shares  shall  -

8.3.1       rank  pari  passu  in  all  respects;  and

8.3.2       have  the  rights,  privileges and conditions set out in the
            company's articles  of  association, which rights, privileges
            and/or conditions may not be amended  without  the  prior
            approval  of  the ordinary shareholders in general meeting.

8.4       It  is  recorded that, as at signature date, the value of the
          preference shares  is  their  par  value,  being  an  aggregate
          amount  of  [R200].

8.5       All  parties  to  this  Shareholder Agreement agree and approve
          that CCI has  the  right  to,  transfer  the  shares  acquired
          by  it  pursuant  to the  sale  agreement  to  Century.
                                       10
<PAGE>

9      PRE-EMPTIVE  RIGHTS


9.1     The  ordinary  shareholders  shall  not  -
9.1.1     dispose of any of its ordinary shares in or claims against the company
          unless  it (referred to in this clause as "the seller) first offers to
          sell such ordinary  shares  and an equivalent proportion of its claims
          against the company ("claims") to the other ordinary shareholder
          (referred to in this clause as "the offeree")  save  for  a
          disposition  to  a  company, trust or other entity that currently
          controls  or  is  controlled  by  the  seller.

9.1.2     save for the pledge and cession in favour of PSGIB in effect as at the
          signing date, be entitled to cede, pledge or otherwise encumber any
          shares in or claims  against  the  company  held  by  it  from time
          to time without the prior written  consent  of  the  other  ordinary
          shareholder.

9.2     No  preference  shareholder  shall  -

9.2.1     dispose  of  any  of  its  preference  shares in or claims against the
          company  unless  such  shareholder (referred to in this clause as
          ("the seller") first  offers to sell such preference shares and an
          equivalent proportion of its claims  against  the  company  ("claims")
          to  the  other preference shareholder (referred  to  in  this  clause
          as  "the  offeree");

9.2.2     be  entitled  to  cede,  pledge or otherwise encumber any shares in or
          claims  against  the  company  held  by  it  from time to time without
          the prior written  consent  of  the  other  shareholders.

9.3     The  seller's  offers  in  terms  of  9.1  or  9.2, as the case may be -

9.3.1     shall  be  in  writing  and  delivered  to  the  offeree;

9.3.2     shall  be  irrevocable  and  shall  remain  open for acceptance by the
          offeree  for  a  period  of  thirty  days  after  receipt;

                                       11
<PAGE>

9.3.3     shall  specify the claims and the number of shares which the seller is
          offering  to  sell;

9.3.4     shall  be  accompanied,  where  applicable,  by  -

9.3.4.1     a  written  memorandum  of  the  consideration as well as all of the
            other  terms  and  conditions  that  have  been offered to the
            seller orally; or

9.3.4.2     a  true  and  complete  copy of any written offer made to the seller
            (which  sets  out  the  consideration and all other terms and
            conditions of such offer),

          by  any bona fide third party in respect of the shares in and the
          claims against the  company  which  the  seller wishes to accept,
          and which in either case must contain  the  name  of the bona fide
          third party, and in the case where the bona fide  third  party  is
          an  agent,  the  name  of  his  ultimate  principal;

9.3.5     if  there is a bona fide offer from a third party, be deemed to be for
          the consideration and subject to, mutatis mutandis, the terms and
          conditions set out  in  the  memorandum  or  written  offer  referred
          to  in  9.3.4;

9.3.6     subject  to  9.2.1, shall, if there is no offer from a bona fide third
          party,  state  that  fact  as  well  as  the  consideration  and  full
          terms and conditions upon which the seller wishes to sell its shares
          in and claims against the  company;

9.3.7     shall  be  subject  to  the  conditions  that  -

9.3.7.1     the  seller's offer may be accepted by the offeree only on the basis
            that all of the shares and claims offered are to be purchased as one
            indivisible transaction;
                                       12
<PAGE>

9.3.7.2     unless the offer referred to in 9.3.4 or the seller's offer referred
            to  in  9.3.6  provides  to  the  contrary  -

9.3.7.2.1     a  written cession of the claims offered and accepted and delivery
              of  the  share  certificates  in  respect of all the shares
              offered and accepted together  with  transfer  forms  in respect
              of all such shares duly completed in accordance  with the
              articles of association of the company shall be made to the
              purchaser  within  seven  days  after  acceptance  of  the
              seller's  offer;

9.3.7.2.2     the  consideration  referred to in 9.3.5 or 9.3.6, as the case may
              be,  shall  be  payable  against  delivery  as  set  out  in
              9.3.7.2.1;

9.3.8     shall  not  be  subject  to  any  other  terms  or  conditions.

9.4     Should the offeree referred to in 9.2.1 not accept the seller's offer in
        terms  of 9.2 in respect of all the preference shares and claims so
        offered, the seller  shall  offer  such  preference  shares  and
        claims  to  the  ordinary shareholders  in the proportion in which they
        hold ordinary shares in the issued ordinary  share capital of the
        company at the time mutatis mutandis on the basis set  out  in 9.3 save
        that, any of the ordinary shareholders may accept an offer
        made  in  terms  of  the  preference  shares  and claims in respect of
        a greater proportion of the preference shares and an equivalent
        proportion of the seller's claims  offered  than  his pro rata share
        thereof, provided that such acceptance will  only  be  effective  in
        respect  of  the  excess  -

9.4.1     if  and  to the extent that the other ordinary shareholder accepts the
          offer  in  respect  of  a smaller proportion of the preference shares
          and claims than  its  respective  pro  rata  entitlement;  and
                                       13
<PAGE>

9.4.2     acceptance  by  both  the  ordinary  shareholders  together constitute
          acceptance  for  all  the  preference  shares  and  claims  offered,

        provided further that if acceptances in terms of this clause together
        constitute acceptances  for  more  than  the preference shares and
        claims offered, then the preference  shares and claims offered shall be
        apportioned amongst the accepting ordinary  shareholders  in  the
        proportions as near as may be to their existing ordinary  shareholding
        in the company on the date of the seller's offer, but on the  basis
        that  no  ordinary  shareholder  shall  be  obliged to purchase more
        preference  shares  and  claims than the proportion of the preference
        shares and claims  accepted  by  him;

9.5     Should  -

9.5.1     after  such  offer  to  the ordinary shareholders in terms of 9.4, the
          ordinary  shareholders  not  accept  such offer in respect of all the
          preference shares  and  claims  so  offered;  or

9.5.2     the  offeree  referred  to  in  9.1.1 not accept the seller's offer in
          terms  of  9.1  in  respect  of  all  the ordinary shares and claims
          so offered,

        the seller shall be entitled, subject to the remainder of the provisions
        of this clause  9,  for  a  period  of thirty days after the expiry of
        the time for last acceptance  by  the  ordinary shareholders referred to
        in 9.4 or the offeree, as the  case  may  be,  to  dispose  of  all  the
        shares and claims included in the seller's  offer  to  the  bona fide
        third party whose offer was disclosed in the seller's  offer referred to
        in 9.3 or, if the seller's said offer disclosed that there  was  no
        bona  fide  third party offeror in respect of the shares and the
        claims,  then  to  any  third  party,  provided  that  in  either
        instance  -
                                       14
<PAGE>

9.5.3     shares  and  the  claims  are transferred to the third party only at a
          price  and on terms and conditions not more favourable to the
          purchaser than the price,  terms  and  conditions set out in the
          seller's offer referred to in 9.3;

9.5.4     the  third  party offers to the shareholders in writing to be bound by
          the  provisions of this agreement and any other existing shareholders'
          agreement relating  to  the  company;  and

9.5.5     the  third  party  agrees  to purchase all the shares and claims which
          were  offered  by  the  seller  in  terms  of  9.1,
          and  provided further that in the case of a sale to a third party
          whose identity had not yet been disclosed to the offeree and/or the
          remaining shareholders, the seller  shall  disclose  the  name of the
          proposed third party to the offeree if requested  by the offeree
          within seven days after the commencement of the thirty day  period
          referred  to  in  this 9.5 and should the offeree within seven days
          after  the  identity  of  the  third  party was disclosed, require the
          seller by written request delivered to the seller to do so, the seller
          shall be obliged to offer the shares to the offeree again in terms of
          9.1, 9.2, 9.3 and 9.4 provided that  should  the offeree not accept
          the seller's offer in respect of all shares and claims offered, the
          seller shall be entitled to sell the shares to the third
          party  subject  to  the  provision  set  out  in  this  9.4.

9.6     If all the shares and claims offered for sale by the seller are not sold
        to  the  third  party  within  the  thirty  days  referred  to  in 9.4,
        then the provisions  of  9.1,  9.2, 9.3, 9.4 and this clause 9.6 shall
        again apply to the seller's  shares  and  claims.

9.7     If  the seller's offer in terms of 9.1 and 9.2 is accepted in accordance
        with the provisions of this clause, the seller hereby irrevocably
        authorises the offeree  to  sign  any share transfer form on the sellers
        behalf for purposes of effecting  due transfer to the offeree of the
        shares sold against payment of the purchase  price.
                                       15
<PAGE>

9.8     Unless otherwise specified in the seller's offer, payment for shares and
        claims  acquired in terms of this clause 9 shall be effected against
        delivery of a  written  cession  of  the  claims  and  transfer  of  the
        shares so acquired.

10     COME-ALONG

10.1    Notwithstanding  any  provision  to  the  contrary  contained  in  this
        agreement,  Century  ("the disposer') may at any time give written
        notice to the other  ordinary  shareholder  ("the  recipient")  to  the
        effect  that  -

10.1.1    the disposer has received a written offer from a third party offering
          to  purchase  ordinary  shares  constituting  the  entire  issued
          ordinary share capital  of,  and  all  of  the  shareholders'  claims
          of ordinary shareholders against,  the  company  on  such  terms  as
          may be specified in such notice; and

10.1.2    the  disposer's  entire  ordinary shareholding in the company and the
          disposer's  shareholders'  claims against the company are available
          for purchase by  the  recipient  upon  the terms so specified,
          mutatis mutandis in accordance with the applicable provisions of 9.

10.2    Should the recipient not purchase all of the ordinary shares and all of
        the shareholders' claims of the disposer in terms of 10.1.2 after
        receipt of the disposer's written notice contemplated in 1 0. 1, the
        disposer shall be entitled to sell all the ordinary shares and all the
        shareholders' claims of the ordinary shareholders in and against the
        company by way of written agreement entered into within  sixty days
        after the expiry of the time for acceptance of the disposer's
        offer  in  terms  of  10.  l-,  provided  that  -

10.2.1    the sale of shares ranking pari passu with each other shall be on the
          same  basis  irrespective  of  holders;  and
                                       16
<PAGE>

10.2.2    such  sale  is  to  the  third  party  offeror notified  in  the
          disposer's notice referred to in 10.1 and upon the terms and
          conditions not less favourable to  the  disposer  and  the
          recipient  than  were  notified  in  such  notice.

11    TAG  ALONG

11.1    Should  Century ("the disposer") at any time receive a written offer
        from a bona fide  third  party  (save  for a disposition to a company,
        trust or other entity that  currently controls or is controlled by the
        seller) offering to purchase so many  of  the  disposer's  ordinary
        shares  as  would  constitute  directly  or indirectly  a  change  in
        control  in the company which the disposer intends to accept,  the
        disposer  shall  be  obliged  to given written notice to the other
        ordinary  shareholder  ("the  recipient")  to  the  effect that the
        disposer has received  such  an  offer which the disposer intends to
        accept for cash and upon such  further  terms  as  may  be  specified
        in  such  notice.

11.2    The  disposer  shall  be  obliged,  if  so  notified  in writing by the
        recipient  within  fifteen  days of receipt of the written notice
        referred to in 11.  1,  to  attempt  sell  ordinary  shares
        constituting  the  entire ordinary shareholding  of  the  disposer  and
        the  recipient  in  the  company  and  all shareholders'  claims  of
        the disposer and the recipient against the company by way  of  a
        written  agreement  to  such  third  party,  provided  that  -

11.2.1    the  sale of ordinary shares ranking pari passu with each other shall
          be  on  the  same  basis  irrespective  of  holder;  and

11.2.2    such  sale is to the third party offeror identified in the disposer's
          notice referred to in 11. 1 and upon terms and conditions not less
          favourable to the  disposer  and  the  recipient  than  were
          notified  in  such  notice.

11.3    In  the  event  of  the  entire  issued ordinary share capital  of
        the  company being  sold  in  terms  of  this  clause  11,  the
        purchaser  of the shares and
                                       17
<PAGE>

        claims  shall  pay over the recipient's share of the purchase price to
        it within ten business days of receipt of the purchase consideration
        from the third party.

12    FORCED  SALES

12.1     Should  -

12.1.1    the  entity  or  person controlling any shareholder as at the signing
          date  for  any  reason  whatsoever  loose  such control or cease to
          control that shareholder  without  the  prior  written approval of
          all the other shareholders (save  for loosing control to another
          entity which is in fact controlled by that shareholder);  or

12.1.2    any  shareholder  -

12.1.2.1    become  subject  to  any  provisional  or  final  order  for  its
            liquidation,  winding-up  or  judicial  management or for any
            similar process to occur  in  respect  of  that  shareholder;  or

12.1.2.2    voluntarily,  whether  by  way of members' resolution or otherwise,
            place  itself  in  liquidation;  or

12.1.2.3    adopt  any  resolution,  whether  in  general meeting or otherwise,
            relating  to  its  liquidation  or  winding-up;  or

12.1.2.4    which  is  a  trust,  suffers  any change in any of its trustees or
            beneficiaries  (whether  beneficiaries in respect of income or
            capital or both); or

12.1.2.5    and/or  the  entity or person controlling such shareholder, for any
            reason  whatsoever,  lose  or  forfeit  the  approval  of any
            appropriate gaming authority  required  in  relation  to  its
            involvement  in  the  company,
                                       18
<PAGE>

            then  the  shareholder  referred  to  in  12.1.1  or 12.1.2, as the
            case may be, ("offeror")  shall  be  deemed  to  have  offered to
            sell all the shares and the shareholder's claims held by it to the
            other shareholders of the company (on the basis  that  ordinary
            shares  shall  be  offered  only  to  the  other ordinary
            shareholder  and  preference  shares  shall  firstly  be  offered
            to  the other preference shareholder and thereafter to the ordinary
            shareholders in proportion in  which  they  hold ordinary shares in
            the issued share capital of the company mutatis  mutandis as
            envisaged in 9.4) at a price equal to the fair market value
            thereof,  with  effect from the day on which the event referred to
            in 12.1.1 has taken place or the day prior to the day on which the
            event referred to in 12.1.2 has  taken  place,  as the case may be.

12.2     A  deemed  offer  in  terms  of  12.1  -

12.2.1     shall  be  irrevocable  and  shall  remain  open for acceptance for a
           period  of  forty  five  days from the date on which the relevant
           offeree became aware  of  the  deemed  offer;

12.2.2     shall  be  subject  to  the  conditions  that  -

12.2.2.1     the  relevant  transfer  must be approved by all appropriate gaming
             authorities;

12.2.2.2     a  written  cession of the claims offered and accepted and delivery
             of  the  share  certificates  in  respect of all the shares offered
             and accepted together  with  transfer  forms  in respect of all
             such shares duly completed in accordance  with the articles of
             association of the company shall be made to the offeree  within
             seven  days  after  acceptance  of  the  offer;

12.2.2.3     the  consideration  shall be payable against delivery of the shares
             and  claims  as  set  out  in  12.2.2.2;
                                       19
<PAGE>
12.2.2.4     the  offer  may  be  accepted  only  on  the  basis that all of the
             offeror's  shares  in and all of the offeror's claims against the
             company are to be  purchased  as  one indivisible transaction; and

12.2.3     shall  not  be  subject  to  any  other  terms  or  conditions.

12.3     If  any  offeree  acquires any shares in and claims against the company
         from  the  offeror  in  terms  of this clause 12, the offeree shall use
         its best endeavours  to procure the release of the offeror from all its
         obligations which the  offeror  may  have  in terms of or arising out
         of or in connection with any suretyship,  guarantee,  indemnity  or
         other act of intercession given, made or entered  into  by  the
         offeror  on  behalf  of  the  company  ("guarantees").

12.4     For  purposes  of  this  clause  12  -

12.4.1     "fair  market  value"  means  -

12.4.1.1     a  price  per  share  determined  by a firm of independent auditors
             (acting  as  experts  and  not  as  arbitrators)  agreed  upon  by
             the ordinary shareholders  within  fourteen  days  after  the
             date of acceptance in terms of 12.2.1, whose  decision  shall  be
             final  and  binding;

12.4.1.2     a  price  for  the  shareholder's  claims  equal  to the book value
             thereof;

12.4.2     should  the  ordinary  shareholders fail to agree upon an independent
           firm  of  auditors within fourteen days after the date of acceptance
           in terms of 12.2.1,    then  such  independent  firm  of  auditors
           shall  be appointed by the chairman  for  the  time  being  of  the
           South  African Institute of Chartered Accountants;
                                       20
<PAGE>

12.4.3     the  independent firm of auditors shall, in determining the fair
           market  value  -

12.4.3.1     be  obliged  to  call upon the shareholders to furnish it with
             their  respective  written  suggestions  as  to  what  the proper
             method  should  be  in  valuing  the  shares,  which  written
             suggestions  must  be  delivered  to  the  independent  firm  of
             auditors  within  seven  days  after  it  has  requested  such
             suggestions,  whereafter  the  independent  firm  of  auditors
             shall  decide  upon  the  method  to  be  applied;

12.4.3.2     have  reference  to  the  value of the shares in the open
             market  on  a  going  concern  basis  as  between  a  willing
             purchaser  and  a  willing  seller;

12.4.4     all shareholders shall forthwith be informed of a valuation
           of  the shares  in  and  shareholder's  claims against the company
           valued by  the  independent  firm  of  auditors, who shall be obliged
           to specify in writing to the shareholders the basis of the valuation
           and  the  reasons  therefor.

13          DILUTION

13.1       Subject  to  17.2  and  17.3,  the  percentage  of  the  total of the
           shareholders' loans to the company held by any ordinary shareholder
           shall at all times  be  equal  to  the  percentage of the total
           issued ordinary shares of the company  held  by  that  shareholder.

13.2       Accordingly,  should  any ordinary shareholder ("defaulting party")at
           any  time  fail  to  contribute  any  capital  or  loans which it was
           obliged to contribute  to the company as specified in this agreement
           or as otherwise agreed in  writing, and remain in default for more
           than fifteen days after receipt of a written  notice  from any of the
           other ordinary shareholders or from the company calling  upon  the
           defaulting  party  to  remedy  that
                                       21
<PAGE>
           default,  the  ordinary shareholding in the company shall be adjusted
           as set out in  this  clause  13.

13.3       Any  ordinary  shareholder wishing to have the ordinary shareholding
           in the company adjusted as contemplated in 13.2 or the company, as
           the case may be, shall  give written notice to the defaulting party
           that it requires the ordinary shareholding  to  be  adjusted.

13.4       Within  ten  days after the date on which the notice was given in
           terms of  13.3,  the  company  shall issue to all ordinary
           shareholders other than the defaulting  party,  at  an  issue  price
           based  on the fair market value of the company at such time
           (determined in the event of a dispute, mutatis mutandis, in
           accordance with  12.4) minus 10%, such number of ordinary shares in
           the company as  will  have the effect of adjusting the ordinary
           shareholding of the ordinary shareholders  in  the  company  to
           accord with the principles described in 13.1.

13.5       The  ordinary  shareholders  shall vote in favour of all resolutions
           of the  company  and  shall  execute all such documents as may be
           required to bring about the implementation of 13.4, including, but
           not limited to, the creation of new  share  capital  by  the company
           to enable it to issue such further ordinary shares  to  the
           non-defaulting  ordinary  shareholders.

13.6       Notwithstanding  anything  contained  herein  once the valuation of
           the shares  contemplated in this clause is complete, the defaulting
           party shall have the  right  within  3  days of such completion to
           elect rather to contribute the required  capital  or  loan  than  be
           diluted  in  terms  of  this  clause.

PART  IV  -  CORPORATE  GOVERNANCE

14       DIRECTORS  OF  THE  COMPANY

14.1       Until  the  ordinary  shareholders otherwise resolve, the company
           shall have  a  maximum  of  ten  directors  of  which  -
                                       22
<PAGE>

14.1.1       Century  shall  be  entitled  to  appoint  six;

14.1.2       COIL  shall  be  entitled  to  appoint  two;

14.1.3       Empowerco  shall  be  entitled  to  appoint  one;  and

14.1.4       the  trust  shall  be  entitled  to  appoint  one.

14.2       Any  shareholder shall be entitled, on notice to the company, to
           remove any  director  appointed  by  it  and  to appoint another
           director in his stead.

14.3       Each  director  shall  be  entitled,  on notice to the secretary to
           the company  and  subject  to the company obtaining all appropriate
           gaming authority approvals  in  this  regard,  to appoint an
           alternate director to act during his absence  and  in  his  stead.

14.4       Chairman  and  Vice  Chairman  of  the  board  -

14.4.1       The  chairman  of  the board shall be appointed  by  Century; and

14.4.2       shall  have  a  second  or  casting  vote.

14.4.3       A vice chairman  of  the  board  shall  be  appointed  by  COIL.

14.5     quorum for any directors' meeting of the company shall be all directors
         appointed  by  Century and all directors appointed by COIL, or their
         alternates, personally  present.

14.6     Should  a  quorum  not  be present within thirty minutes after the time
         appointed  for the' commencement of any meeting of the directors of the
         company, that  meeting  shall  stand adjourned to the following day,
         at the same time and place,  or  such  other  day, time or place as
         the chairman of the meeting shall appoint.  The  adjourned  meeting
         may  only deal with matters which were on the agenda  of  the  meeting
         which  was  adjourned.
                                       23
<PAGE>

14.7     Where  a  meeting has been adjourned as aforesaid, the company shall be
         obliged  to inform the directors who are not present at the adjourned
         meeting of the  time,  date  and  place  to  which the meeting has been
         adjourned by giving written  notice  of  such  adjourned  meeting  to
         the  directors  in  question.

14.8    If  at  any  adjourned  meeting  the directors appointed by Century, or
        their  alternates,  are  present  and  the directors appointed by COIL,
        or their alternates,  are  not,  the  directors  present  shall  be  a
        quorum.  If at any adjourned  meeting  the directors appointed by
        Century, or their alternates, are not  present,  the  meeting shall
        again stand adjourned to the following day, at the same time and place,
        or such other day, time or place as the chairman of the meeting  shall
        appoint.  The adjourned meeting may only deal with matters which
        were  on  the  agenda  of  the  meeting  which  was  adjourned.

14.9    The  directors  present  at the third adjournment of any meeting of the
        board  shall  be  a  quorum.

14.10   The  board  shall  also meet at the written request of the majority in
        number  of  the  directors,  which  request  shall  be delivered to the
        company.

14.11   Each  of  the  shareholders  shall procure that each director and each
        alternate  director  appointed  by  such  shareholder shall upon his
        appointment furnish  the  company  in  writing with a postal address
        and facsimile number at which  notice  of  meetings  shall  be  given
        to  him.

14.12   The  company  shall  give  notice  to  all its directors and alternate
        directors  of  all directors' meeting of the company at the address
        provided for in  14.11.
                                       24
<PAGE>
14.13   Seven  clear  days'  notice  shall  be  given  of  all meetings of the
        directors of the company unless the majority of the directors agree on
        a shorter period  of  notice.

14.14   Each  of  the  directors  or  his  alternate,  present  at a meeting -

14.14.1   appointed  by  Century shall have six votes divided by the number of
          directors  present  at  the  meeting  appointed  by  Century;

14.14.2   appointed  by  each  of COIL, Empowerco and the trust shall have one
          vote  each.

14.15   Without  limiting  the  discretion  of the directors to regulate their
        meetings,  the  directors  may  confer by telephone, close circuit
        television or other  electronic  means  or audio or audiovisual
        communication and a resolution passed  at  such  a conference shall,
        notwithstanding that the directors are not present  together  in one
        place at the time of the conference, be deemed to have been passed at
        a meeting of the directors duly called and constituted on the day
        on  which  and  at the time at which the conference was so held, it
        being agreed that  the  provisions  of this agreement relating to
        meetings of directors shall apply  mutatis  mutandis  to  such
        conferences.

14.16   Resolutions  signed  in  writing by a majority of the directors (after
        having  been  circulated  to  all  the directors at the addresses
        referred to in 14.11)  shall  be as valid and effectual as if passed
        at a meeting of directors.  The  resolution  may  consist  of  several
        documents each signed by one or more director  (or  their  alternates).

14.17   Should  a  deadlock  arise  at  any  meeting  of  the directors of the
        company,  the  matter  in  connection  with  which  the  deadlock
        arose  shall immediately  be  referred for determination to an ordinary
        shareholders' meeting of  the  company  which  shall be convened
        immediately and the resolution of the ordinary  shareholders  of  the
        company  regarding  the  matter  so  referred
                                       25
<PAGE>

        shall be the decision of the company regarding that matter.
        A quorum for such a meeting  shall  include  all  the  ordinary
        shareholders.

15     MEETINGS  OF  SHAREHOLDERS

15.1    A  quorum  for  a  general  meeting of the company shall be the minimum
        number  required  by  the  Act, save that there shall be no quorum
        unless CCI or Century  (for  so long as they are shareholders in the
        company) and COIL (for so long  as  it  is  a  shareholder in the
        company) are represented in person or by proxy  at  such  meeting.

15.2    Should  a  quorum  not  be  present  within  thirty  minutes  after the
        appointed  time for a general meeting, the general meeting, if convened
        by or on a  requisition  of members, shall be dissolved and in any other
        case shall stand adjourned  to  the  same  day  (of  if  that day is a
        Saturday, Sunday or public holiday the next business day), two weeks
        later at the same time and place and a quorum  at  the  resumption  of
        the general meeting shall be the minimum number required  by  the  Act,
        save that there shall be no quorum unless CCI or Century
        (for  so long as it is a shareholder in the company) is represented in
        person or by  proxy  at  such  meeting.

15.3    Subject  to the provisions of the Act, all decisions taken at a meeting
        of  shareholders  shall  be  taken  by  majority  vote.

PART  V  -  BUSINESS  OF  THE  COMPANY


16    CONDUCT  OF  THE  BUSINESS  OF  THE  COMPANY


16.1    It  is  recorded  that  the  company  has,  prior  to the signing date,
        concluded

16.1.1     a  written  casino  management  agreement  with Century;  and

16.1.2     a  written  hotel  management  agreement  with Hospitality,
                                       26
<PAGE>

         and  that  such  management  agreements  shall  remain  in full force
         and effect according  to  their  tenor.  No  changes,  cancellations,
         other  amendments, suspension  or  any other decision affecting these
         agreements shall be made save for  under the breach clauses without
         the joint consent of Century and COIL.  It is  the  understanding  of
         Century and COIL that the hotel management agreement includes  all
         hotel  and accommodation on the resort as well as food & beverage
         activities  within  the  accommodation,  or  hotel and casino and this
         cannot be managed  by  any  third  party.

16.2     The  day  to  day  affairs  of  the company not managed in terms of the
         management  agreements  referred  to  in  16.1 shall be controlled by
         the board.

17    FUNDING  REQUIREMENTS  OF  THE  COMPANY

17.1     It  is  recorded  that,  as at the signing date and taking into account
         this  transaction and excluding any sundry loan accounts or interest
         paid or due and  payable  on  any  loan  accounts

17.1.1     Century  has  made  working  capital  loan  funding  available to the
           company  in  the  form  of  a shareholders' loan in an amount of
           R19 500 000 and

17.1.2     COIL  has  made working capital loan funding available to the company
           in  the  form  of  a  shareholders'  loan  in  an  amount  of
           R10  500  000

17.2     All  additional  funding  required  by  the  company  in respect of its
         activities  or  for  purposes  of  developing  its business or funding
         any other working  capital  requirement,  as  determined  by the board
         from time to time, shall  be provided, unless the board determines
         otherwise, by way of own funding contributed  by  the  ordinary
         shareholders, whether in the form of loans by the ordinary shareholders
         to  the  company  in  the  proportion  of their ordinary shareholding
         in  the  company  or  by  way  of  further  ordinary
                                       27
<PAGE>
         share  capital subscribed for by the ordinary shareholders.  It is
         recorded that it  is  not  Century's intention to require additional
         funding to be contributed primarily  in  order  to  dilute  COIL.

17.3     Should  the  company  be  financed  by  loans  from  the   ordinary
         shareholders  referred  to  in  17.2,  such  loans  shall  -

17.3.1     be made by the ordinary shareholders simultaneously (in proportion
           to their  respective  ordinary  shareholding  in  the  company
           at  the  time);

17.3.2     be  unsecured;

17.3.3     shall  bear  interest at such rate and calculated and payable at such
           intervals  as may from time to time be determined by the board
           provided that the rate  of  interest payable to one ordinary
           shareholder shall at all times be the same  as  the  rate  of
           interest  payable  to  the  other ordinary shareholder;

17.3.4     only  be  repayable  when  the board so resolves and then only on the
           basis  that  the  ordinary  shareholders  are  repaid
           simultaneously  and proportionally;  and

17.3.5     be  repaid on the granting of an order (whether provisional or final)
           of  liquidation  or  judicial  management  of  the  company.

17.4     Notwithstanding  anything  to the contrary contained in this agreement,
         no suretyship, financial guarantee or indemnity shall be required to
         be given by any  shareholder  of  the  company  without  the
         shareholder's  prior  written agreement.

17.5     If  any  suretyship,  financial  guarantee  or  indemnity is given by a
         shareholder  on  behalf of the company for the purposes of any
         obligation of the company,  then the shareholders shall endeavour to
         procure that such suretyship, financial  guarantee  or  indemnity
         be  given  by  the
                                       28
<PAGE>

         shareholders  severally  in  proportion  to  their  shareholding in the
         company.
17.6     In  the  event  of  any  shareholder  nevertheless giving a suretyship,
         financial  guarantee  or  indemnity  to  anybody  jointly and severally
         with the consent  of  the  other  shareholders  in accordance with the
         provisions of this clause 17, the shareholders shall be liable under
         any such suretyship, financial guarantee or indemnity as between each
         other in proportion to their shareholding in  the  company  at  the
         time of giving the suretyship, financial guarantee or indemnity,
         irrespective of the terms of that suretyship, financial guarantee or
         indemnity.

18     BASIS  OF  ACCOUNTING  FOR  THE  CASINO  BUSINESS

       The  basis  of  accounting  for  the  casino  business  for  the sole
       purpose of determining  the  profits  available  for  distribution  to
       the  preference shareholders and the amount to be distributed to the
       preference shareholders are set  out  in  annexure  C  hereto,  which
       annexure  shall  not  be  exhaustive.

PART  VI  -  GENERAL

19     CESSION

       No  party  to  this agreement shall cede, assign, transfer, encumber or
       delegate any  of their rights in terms of this agreement without the
       consent of the other parties.

20     PERFORMANCE

       The  parties  shall  do  all acts and sign all such documents as may be
       required from  time  to time in order to implement and carry out the
       terms and conditions of  this  agreement.

21     ARBITRATION
                                       29
<PAGE>
21.1     Should  any  dispute  arise  between  the  parties in connection with -

21.1.1     the  formation  or  existence  of;

21.1.2     the  implementation  of;

21.1.3     the  interpretation  or  application  of  the  provisions  of;

21.1.4     the parties' respective rights and obligations in terms of or arising
           out  of,  or  the  breach  or  termination  of;

21.1.5     the  validity,  enforceability,  rectification,  termination  or
           cancellation,  whether  in  whole  or  in  part  of;

21.1.6     any documents furnished by the parties pursuant to the provisions of,
           this agreement or which relates in any way to any matter affecting
           the interests of  the  parties in terms of this agreement, that
           dispute shall, unless resolved amongst  the  parties  to the dispute,
           be  referred  to  and be determined by arbitration  in  terms  of
           this  clause.
21.2     Any  party to this agreement may demand that a dispute be determined in
         terms  of  this  clause  by  written  notice  given  to  the  other
         parties.

21.3     This  clause shall not preclude any party from obtaining interim relief
         on  an  urgent basis from a court of competent jurisdiction pending the
         decision of  the  arbitrator.

21.4     The  arbitration  shall  be  held  -

21.4.1     at Cape Town or such other place as the parties to the dispute may
           agree  upon  in  writing;

21.4.2     with only the legal and other representatives of the parties to the
           dispute  present  thereat;
                                       30
<PAGE>
21.4.3     mutatis  mutandis  in accordance  with the provisions of the Supreme
           Court  Act, No. 59 of 1959, the rules made in terms of that act and
           the practice of  the  division  of  the  High  Court  referred  to
           in  21.9;

21.4.4     otherwise  in  terms  of  the  Arbitration  Act,  No.  42  of  1965,
           it  being the intention that the arbitration shall be held and
           completed as soon as  possible.

21.5     The  arbitrator shall be, if the matter in dispute is principally -

21.5.1     a legal matter, a practising advocate or attorney of Cape Town of at
           least  fifteen  years'  standing;

21.5.2     an  accounting matter, a practising chartered accountant of Cape Town
           of  at  least  fifteen  years'  standing;

21.5.3     any  other  matter,  any  independent  person,

                 agreed upon between the parties to the dispute.

21.6     Should  the parties to the dispute fail to agree whether the dispute is
         principally  a  legal,  accounting  or  other matter within seven days
         after the arbitration  was  demanded,  the  matter  shall  be deemed to
         be a legal matter.

21.7     Should  the parties fail to agree on an arbitrator within fourteen days
         after  the  giving of notice in terms of 21.2, the arbitrator shall be
         appointed at  the  request  of  either  party to the dispute by the
         President for the time being of the Law Society of the Cape of Good
         Hope according to the provisions of 21.5.
                                       31
<PAGE>
21.8     The  decision  of  the  arbitrator  shall  be  final and binding on the
         parties to the dispute and may be made an order of the court referred
         to in 21.9 at  the  instance  of  any  of  the  parties to the dispute.

21.9     The  parties  hereby  consent  to the jurisdiction of the High Court of
         South  Africa  (Cape Provincial Division) in respect of the proceedings
         referred to  in  21.4.

21.10    The parties agree to keep the arbitration including the subject-matter
         of  the  arbitration  and the evidence heard during the arbitration
         confidential and  not  to disclose it to anyone except for purposes of
         an order to be made in terms  of  21.8.

21.11    The  provisions  of  this  clause  -

21.11.1    constitute  an irrevocable consent by the parties to any proceedings
           in  terms  hereof and no party shall be entitled to withdraw there
           from or claim at  any  such  proceedings  that  it  is  not  bound
           by  such  provisions;

21.11.2    are  severable  from  the rest of this agreement and shall remain in
           effect  despite  the  termination  of  or  invalidity  for  any
           reason  of this agreement.

22     DOMICILIUM  AND  NOTICES

22.1     The  parties choose domicilium citandi et executandi ("domicilium") for
         all purposes relating to this agreement, including the giving of any
         notice, the payment  of  any  sum,  the  serving  of  any  process,
         as  follows  -

22.1.1     Century  and  physical                         1  nerina  street
           the  company                                       Caledon  7230

           facsimile                                             0282122773
                                       32
<PAGE>

22.1.2     COIL  physical     -                           64  Kloof  Street
                                                                    Gardens
                                                                 Cape  Town

           facsimile     -     021  423  4407

22.1.3     Empowerco  physical     -

           facsimile     -                                                0


22.1.4     the  Trust  physical     -


           facsimile     -

22.2     Any party shall be entitled from time to time, by giving written notice
         to  the  others,  to  vary its physical domicilium to any other
         physical address (not  being  a  post  office box or poste restante)
         within the Republic of South Africa  and  to  vary  its  facsimile
         domicilium to any other facsimile number.

22.3     Any  notice given or payment made by any party to another ("addressee")
         which  is delivered by hand between the hours of 09:00 and 17:00 on any
         business day to the addressee's physical domicilium for the time being
         shall be deemed to have  been  received  by  the  addressee  at  the
         time  of  delivery.

22.4     Any  notice  given  by  any  party  to  another  which  is successfully
         transmitted  by  facsimile  to the addressee's facsimile domicilium for
         the time being  shall  be deemed (unless the contrary is proved by the
         addressee) to have been  received  by  the  addressee on the day
         immediately-succeeding the date of successful  transmission  thereof.

22.5     This  22 shall not operate so as to invalidate the giving or receipt of
         any  written  notice which is actually received by the addressee other
         than by a method  referred  to  in  this  22.
                                       33
<PAGE>

22.6     Any  notice  in  terms of or in connection with this agreement shall be
         valid  and effective only if in writing and if received or deemed to
         be received by  the  addressee.

23     GENERAL

23.1     This  agreement novates and replaces all written shareholder agreements
         concluded  between  the  company,  COIL,  Century, Century Casinos
         Inc., Caledon Hotel  Spa  and  Casino  Resort  (Proprietary)  Limited,
         Fortes King Hospitality (Proprietary)  Limited,  Overberger  Country
         Hotel and Spa (Proprietary) Limited and  the  Senator  Trust.

23.2     This agreement constitutes the sole record of the agreement between the
         parties  in relation to the subject matter hereof.  Neither party shall
         be bound by  any express, tacit or implied term, representation,
         warranty, promise or the like  not  recorded  herein.  This  agreement
         supersedes and replaces all prior commitments,  undertakings  or
         representations, whether oral or written, between the  parties  in
         respect  of  the  subject  matter  hereof.

23.3     No  addition  to,  variation,  novation  or  agreed cancellation of any
         provision  of this agreement shall be binding upon the parties unless
         reduced to writing  and  signed  by  or  on  behalf  of  the  parties.

23.4     No  indulgence or extension of time which either party may grant to the
         other  shall  constitute a waiver of or, whether by estoppel or
         otherwise, limit any of the existing or future rights of the grantor
         in terms hereof, save in the event and to the extent that the grantor
         has signed a written document expressly waiving  or  limiting such
         right.

23.5     Without  prejudice  to  any  other  provision  of  this  agreement, any
         successor-in-title,  including any executor, heir, liquidator, judicial
         manager, curator  or  trustee,  of  either  party  shall  be  bound
         by  this  agreement.
                                       34
<PAGE>
23.6     The  signature by either party of a counterpart of this agreement shall
         be  as  effective  as  if  that  party had signed the same document as
         the other party.

24     DIVIDEND  POLICY

       The  ordinary  shareholders shall procure that in respect of each
       financial year the company declares and pays a dividend equal to not
       less than 1/3 of the after tax profits of the company.
       Notwithstanding the above no such dividend shall be declared  to  the
       extent  that  any  such  declaration  or  payment  will;

24.1     cause  the  company  to  borrow  money  to  effect  such  payment;

24.2     prevent the company from paying any of its debts as they may become due
         and
           payable  in  the  ordinary  course  of  business  as  well  ensuring
           that it has sufficient  funds  for  capital  expenditure
           requirements and any developmental plans;
24.3     will be declared to the extent that the auditors of the company
         certify  that  such dividend and payment is contrary to sound
         business practice having regard to the financial  position  of
         the  company.


25.1     GOVERNING  LAW  AND  JURISDICTION

25.1     This  agreement  shall  in  all  respects  (including  its  existence,
         validity,  interpretation,  implementation,  termination  and
         enforcement)  be governed  by  the  law  of  the  Republic of South
         Africa which is applicable to agreements  executed  and  wholly
         performed within the Republic of South Africa.

25.2     The  parties hereby consent and submit to the' jurisdiction of the Cape
         Provincial Division of the High Court of the Republic of South Africa
         in respect of  any  dispute  or  claim arising out of or in connection
         with this agreement.
                                       35
<PAGE>
26     LEGAL  COSTS

       Each  party  shall  bear  and  pay  its  own legal and other costs in
       respect of drafting,  preparing  and  implementing  this  agreement.


Signed  at Caledon                  on 4th November                    2000

                                   for  Century  Casinos  Africa (Pty) Ltd.

                                   /s/Peter Hoetzinger


                                    who  warrants  that  he  is  duly
                                    authorised  hereto

Signed  at                         on                                  2000

                                   for     Caledon  Overberg  Investments
                                   (Proprietary)  Limited




                                   who  warrants  that  he  is  duly
                                   authorised  hereto


Signed  at                         on                                  2000

                                   for     Overberg  Empowerment  Company
                                   Limited




                                   who  warrants  that  he  is  duly
                                   authorised  hereto


Signed  at                         on                                  2000

                                   for     Overberg  Community  Trust

                                       36
<PAGE>

                                   who  warrants  that  he  is  duly
                                   authorised  hereto


Signed  at Caledon                 on 4th November                     2000

                                   for     Caledon  Casino  Bid  Company
                                   (Proprietary)  Limited

                                   /s/Kevin King


                                   who  warrants  that  he  is  duly
                                   authorised  hereto

We,  Century  Casinos  Inc.,  Caledon  Hotel Spa and Casino Resort (Proprietary)
Limited, Fortes  King Hospitality (Proprietary) Limited, Overberger Country
Hotel and Spa (Proprietary) Limited  and  the Senator Trust, hereby agree and
consent to clause 23.1 of this agreement.



Signed  at Caledon                 on 4th November                    2000

                                   for  Century  Casinos  Inc.

                                   /s/Peter Hoetzinger

                                   who  warrants  that  he  is  duly
                                   authorised  hereto


Signed  at Caledon                on 4th November                    2000

                                   for  Caledon  Hotel  Spa  and  Casino
                                   Resort  (Proprietary)  Limited

                                   /s/Leon Fortes


                                   who  warrants  that  he  is  duly
                                   authorised  hereto

                                       37
<PAGE>
Signed  at Caledon                on 4th November                    2000


                                   for Fortes King Hospitality
                                   (Proprietary) Limited

                                    /s/Leon Fortes


                                   who   warrants  that he is duly
                                   authorised  hereto

Signed  at Caledon                on 4th November                    2000

                                   for  Senator  Trust

                                   /s/Leon Fortes


                                   who  warrants that he  is  duly
                                   authorised  hereto


Signed  at Caledon                on 4th November                    2000

                                   for     Overberger  Country  Hotel
                                   and  Spa  (Proprietary)  Limited

                                   /s/Leon Fortes


                                   who  warrants  that  he  is  duly
                                   authorised  hereto

                                       38
<PAGE>
ANNEXURE
PREFERENCE  SHARES
98.1   The  following  rights,  privileges  and  conditions shall apply to the
       preference  shares  (which  for  the avoidance of doubt shall not be
       cumulative) having  a  par  value  of  R1  each  ("preference shares")
       in the capital of the company  -

98.1.1   Each preference share shall confer on the holder the right to receive
         by  way  of  dividend in respect of each financial year of the company
         0.1% (one tenth  of  one  per  cent) of the after tax profits directly
         attributable to the Caledon  casino  business  in  that year and prior
         to the payment of interest or capital  on  shareholders'  loans  (other
         than  shareholders  loans provided in respect  of the casino business),
         subject to, as determined by the directors of the  company in their
         sole and absolute discretion, any working capital, capital
         expenditure  requirements, loan obligations and liabilities,
         attributable to the casino  business  and  after  taking  into  account
         the amount of STC payable in relation to the dividends on the
         preference shares and distributable reserves of the  casino  business.
         The  dividend  (if any) shall be payable within 3 months after  the
         financial  statements of the company have been audited and signed by
         the  directors  of  the  company.

98.1.2   Should  the  casino business be wound up, each preference share shall
         confer  the  right  on  the holder to receive out of funds which may
         lawfully be applied  for  that  purpose,  in priority to the holders
         of all other classes of shares  in the share capital of the company,
         0.1% (one tenth of one per cent) of any  surplus  directly
         attributable  to  the  casino  business  available  for distribution
         after payment of ail other liabilities attributable to such casino
         business.

98.1.3   Save  as  set  out herein, the holders of the preference shares shall
         not  be  entitled  to  participate in the profits of the company or
         any dividend payable  on  the  winding-up  of  the  company.

98.1.4   The  preference  shareholders  shall have the right to attend general
         meetings  and  adjourned  meetings  of  the  company  but  shall  not,
         save  in circumstances  envisaged  in  section  194,  of the Company's
         Act 1973, have the right  to  vote  at  any  such  meeting.

98.1.5   Should  any  preference shareholder wish to dispose of its shares, it
         shall  be required to do so in accordance with the pre-emptive rights
         provisions contained  in  the  articles  of  association  of  the
         company

98.1.6   The  terms  of  the  preference  shares may not be modified, altered,
         varied,  added  or  abrogated.

98.1.7   The  preference  shares  shall  not be redeemable except by agreement
         between the company and the holders of the preference share willing
         to have them redeemed.
<PAGE>
98.2   The  basis of accounting for the casino business of the company for the
       sole  purpose  of  determining  the  profits  available  for distribution
       to the preference  shareholders  and  the  amount  to  be distributed
       to the preference shareholders  as  set  out  in  Annexure  hereto
<PAGE>

BASIS  OF ACCOUNTING FOR THE CASINO BUSINESS OF THE COMPANY FOR THE SOLE PURPOSE
OF  DETERMINING  THE  PROFITS  AVAILABLE  FOR  DISTRIBUTION  TO  THE  PREFERENCE
SHAREHOLDERS  AND  THE  AMOUNT  TO BE DISTRIBUTED TO THE PREFERENCE SHAREHOLDERS

1.    Definitions

      The  following  words  and  expressions shall bear the meanings assigned
      to them below  and  cognate  words and/or expressions shall bear
      corresponding meanings:

  1.1  "the  casino  business"  means  the casino business owned by the company
       excluding, without limitation, the hotel, health spa, tourist village
       which will be  owned  by  the  company;

  1.2  "the preference shareholders" and "minority shareholders" means Overberg
       Empowerment  Company  Ltd  ("Empowerco"), and The Overberg Community
       Trust ("the Trust");

  1.3  "the  remaining  company business" means the business of the company but
       excluding  the  casino  business;

  1.4  "the  Trust"  means  the  Trustees  for  the  time being of the Overberg
       Community  Trust;

2.     Books  of  account

  2.1  The  company  shall  maintain  separate  books of account for the casino
       business.  The  casino business will be accounted for as a branch of the
       company with  "branch  accounting"  being  used.

  2.2  The  branch  accounts of the casino business ("branch accounts") will be
       used  to  determine  the  profits  available  for  distribution  to the
       minority shareholders.

3.     Casino  branch  capital  and  undistributed  profits

  3.1  The casino business will have an initial branch capital of R2,5 million.

  3.2  The cumulative branch profits of the casino business which have not been
       distributed,  whether  by  way  of  dividend  to the minority
       shareholders or by transfer  to  the  remaining  company  business,
       will  be included as "retained undistributed  profits"  in  the  branch
       accounts.

4.   Finance  for  casino  business

     Any  finance  obtained  by  the  company  (including for the avoidance of
     doubt, shareholders'  loans  which  is  related to the operation of the
     casino business will be allocated directly to the casino business.  The
     interest and other costs and  capital  repayments  of  such  finance

<PAGE>
     will  be  met  by  the casino business prior to the distribution of
     dividends to minority  shareholders.

5    Branch  fixed  assets

     All  fixed assets directly relating to the casino business (for the
     avoidance of doubt,  excluding  the  casino  premises which will be an
     asset of the remaining company  business),  will  be included within the
     books of account of the casino business.  Similarly  all  liabilities
     directly  attributable  to  the  casino business  shall  be  recorded  as
     such in the branch accounts and shall be taken into  account  in
     determining  the profits of the casino business available for
     distribution.

6.   Bank  accounts  and  working  capital

  6.1  Separate  bank  accounts  will  be  maintained  for the casino business.

  6.2  Surplus  funds generated by the casino business will either be placed on
       deposit  with  approved  banking  institutions  or  may be lent to the
       remaining company  business  on  terms  and  conditions as to the
       repayment of capital and interest  only  which  reflect  an  arm's
       length  basis.

  6.3  If  any working capital facilities are arranged by the remaining company
       business  for  the casino business, the casino business will be charged
       with the cost  of  providing  those  facilities.

  6.4  If  any working capital is provided by the remaining company business to
       the  casino  business, the casino business will be charged for these
       funds on an arm's  length  basis and will be required to repay such
       working capital together with  interest  prior to any payments of
       dividends to the minority shareholders.

7.     Services  provided  by  the  remainder

  7.1   Where  services  are  provided  to  the casino business by the remaining
        company  business,  a  charge  will  be  made to the casino business on
        an arm's length basis.  Such services include but are not limited to the
        provision of the casino  premises  and  central resort services and the
        basis of these charges is set  out  below.

  7.2   Rent  for the casino premises shall be based on the aggregate of cost of
        the  casino  premises  to  the  company  and  the  premises leased to
        the Trust, commencing  at  20% of cost and escalating at 9% per annum.
        The casino business shall  bear all costs attributable to such premises
        including but not limited to maintenance,  repairs,  insurance  and  the
        like.

  7.3   Central  resort services and other shared services'shall be based on the
        actual  cost  of  providing the services which will be allocated on a
        basis that reflects  usage.

  7.4  The  cost  of  any  other  services  provided  by  the remaining company
       business  shall  be  charged  to  the  casino business on an arm's length
       basis.
<PAGE>
8.     Costs  and  income  of  the  casino  operation

       It  is  intended  that  all costs and all income directly relating to
       the casino business  should  be  reflected  in  the  branch  accounts.

9.     Taxation

       For  the  purposes  of  the branch accounts, the taxation charge relating
       to the casino  business  will  be calculated as if the casino business is
       a stand alone company.  STC  relating to the payment of dividends to the
       minority shareholders will  be  charged  to the minority shareholders'
       portion of the casino business.  Payments  of income tax (including
       advance payments of taxation) attributable to the casino business will
       be charged to the casino business on the dates that the
       payments  are  or  would  have  been  made  to  the  authorities.

10.    Basis  of  preparation  of  branch  accounts

       The accounts of the casino business should be prepared using the same
       accounting policies  as  used  by  the  company in its statutory accounts
       and the manner of their  application  thereof,  subject  to  any
       differences which arise from the intra-company  transactions  which
       will be eliminated on the preparation of the company's  statutory
       accounts  (e.g.  the  intra-company  charges  for  central
       services  and  rent).

11.    Branch  accounts  to  be  prepared  annually

       The  branch  accounts  prepared at the financial year end of the company
       will be prepared  using  an  equivalent  format,  mutatis mutandis, to
       that used for the statutory  accounts  of  the  company.  In  particular,
       the branch accounts will include  a  profit  and loss account, a balance
       sheet, a statement of source and application of funds and a statement of
       the planned capital expenditure over the next  two years.  The branch
       accounts will be sent to the minority shareholders.  The  costs  of  the
       branch  accounts  shall  be  borne  by the casino business.

12.    Basis  of  determination  of the distribution to be made from the branch

       On  the  basis  of the position shown in those branch accounts, the
       directors of the  company  will  determine  in  their sole and absolute
       discretion the amount which can property be distributed from the
       after-tax profits shown in the branch accounts,  having  regard  to  any
       working  capital,  capital  expenditure requirements,  loan obligations
       and liabilities of the casino business and after taking  account  of  the
       secondary  tax  payable  in relation to the preference
       dividends  and  the  distributable reserves within the company.
       Notwithstanding the  aforegoing the directors shall in determining such
       distribution have regard to  the  fact that the tax reflected in the
       branch accounts may be more than the amount  actually  payable by the
       company as a consequence of any losses incurred by  the  remaining
       business.

<PAGE>

13.    Transfer  OF  Reserves  to  the  remaining  company  business

       Simultaneously  with the distribution of dividends to minority
       shareholders, the balance  of  the after tax profits determined by
       the directors of the company as available  for  distribution  shall
       be  transferred  to  the  remaining company business.

14.   Preparation  of  final  branch  accounts

      In  the  event  that the company were to lose its casino license,
      final accounts would  be  prepared for the branch which would inter
      alia record the profit/loss arising  on  the  disposal  of  the
      fixed  assets.
<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.99
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>SALE OF SHARES AGREEMENT
<TEXT>

                            SALE OF SHARES AGREEMENT
                                     between
                          CENTURY CASINOS INCORPORATED
               CALEDON OVERBERG INVESTMENTS (PROPRIETARY) LIMITED
                                       and
                CALEDON CASINO BID COMPANY (PROPRIETARY) LIMITED

<TABLE>
<CAPTION>



TABLE OF CONTENTS
<C>                <S>                                         <C>
                1    INTERPRETATION                                                                   1
                2    INTRODUCTION                                                                     6
                3    SUSPENSIVE CONDITIONS                                                            6
                4    SALE                                                                             8
                5    PURCHASE PRICE AND PAYMENT                                                       9
                6    RESTRICTIONS ON RESTRICTED CENTURY STOCK                                        11
                7    DELIVERY AND CLOSING                                                            13
                8    RISK AND BENEFIT                                                                13
                9    WARRANTIES                                                                      13
               10    ANNOUNCEMENT AND CO-OPERATION                                                   14
               11    BREACH                                                                          15
               12    ARBITRATION                                                                     15
               13    GOVERNING LAW AND JURISDICTION                                                  16
               14    DOMICILIUM AND NOTICES                                                          16
               15    GENERAL                                                                         17
               16    COSTS                                                                           18

                   ANNEXURES
                   ANNEXURE A-                                 RESOLUTION OF THE DIRECTORS OF PURCHASER
                   ANNEXURE B                                  RESOLUTION OF THE DIRECTORS OF SELLER
                   ANNEXURE C-                                 RESOLUTION OF THE MEMBERS OF SELLER
</TABLE>
<PAGE>
SALE  OF  SHARES  AGREEMENT

between

CENTURY  CASINOS  INCORPORATED

CALEDON  OVERBERG  INVESTMENTS  (PROPRIETARY)  LIMITED

and

CALEDON  CASINO  BID  COMPANY  (PROPRIETARY)  LIMITED

1     INTERPRETATION

      In  this agreement, clause headings are for convenience and shall not be
      used in its  interpretation  and,  unless  the  context  clearly
      indicates  a  contrary intention,  -

1.1     an  expression  which  denotes  -

1.1.1     any  gender  includes  the  other  genders;

1.1.2     a  natural  person  includes an artificial or juristic person and vice
          versa;

1.1.3     the  singular  includes  the  plural  and  vice  versa;

1.2     the following expressions shall bear the meanings assigned to them below
        and  cognate  expressions  bear  corresponding  meanings  -

1.2.1     "the  Act"  -  the  Companies  Act,  61  of  1973,  as  amended;

1.2.2     "the/this  agreement"  - the agreement as set out herein together with
          all  its  annexures,  as  amended  from  time  to  time;

                                        1
<PAGE>
1.2.3     "business  day"  -  any day other than a Saturday, Sunday or official
          public  holiday  in  the  Republic  of  South  Africa;

1.2.4     "claims"  -  R4 500 000 of the seller's claims on loan account against
          the  company  as  at  the  effective  date;

1.2.5     "the  closing  date" - the fifth business day after the last condition
          has  been  fulfilled  or  waived;

1.2.6     "company"  -  Caledon  Casino  Bid  Company  (Proprietary)  Limited,
          registration number 1996/10708/07, a private company with limited
          liability duly incorporated  in  accordance  with  the  laws  of
          the Republic of South Africa;

1.2.7     'conditions"  -  the  suspensive  conditions  set  out  in  3.1;

1.2.8     "documents  of  title"  -  collectively  -

1.2.8.1     share  certificates  in  respect  of  the  shares  together
            with  share  transfer  forms  in  respect  thereof  duly
            completed  and  signed  by  the  register  holder(s)  of  the
            shares  in  accordance  with  the  provisions  of  the  Act
            and  the  memorandum  and  articles  of  association  of  the
            company,  blank  as  to  transferee  and  dated  not  more
            than  three  days  prior  to  the  effective  date;

1.2.8.2     a  written  and  signed  cession  of  the  claims  in favour of
            the  purchaser  or  its  nominee;

1.2.8.3     a  certified  copy  of  a  resolution  of  the directors of the
            company,  passed  in  accordance  with  the  Act  and  the
            memorandum  and  articles  of  association  of  the
            company  approving  the  transfer  of  the  shares  into  the
            name  of  the  purchaser  or  its  nominee  and

                                        2
<PAGE>
            acknowledging  the  cession  of  the  claims  to
            the  purchaser  or  its  nominee;  and

1.2.8.4     a  certified  copy  of  a  resolution of the members of the company,
            passed in accordance with the Act and the memorandum and articles
            of association of  the  company  appointing  six  nominees of the
            purchaser as directors of the company;

1.2.9       "effective date" - notwithstanding the date on which this agreement
            is signed  by  the party signing last in time, the effective date
            shall be November 1,2000

1.2.10      "Empowerco"  -  Overberg  Empowerment  Company  Limited,
            registration  number  [97/00328/06],  a  public company  with
            limited  liability  duly  incorporated  in  the Republic of South
            Africa;

1.2.11      "parties"  -  the  purchaser,  the  seller  and  the  company;

1.2.12     "pledge" - the written pledge of shares and claims by the seller to
           PSGIB  in  terms of which the seller pledged and ceded in security
           the shares to PSGIB  dated  [  13  April  2000];

1.2.13     "preferred  shareholders"  -  Empowerco  and  the  Trust;

1.2.14     "PSGIB"  -  PSG  Investment Bank Limited, registration number
           1998/817396/06,  a  public  company  with  limited  liability
           duly incorporated in the Republic  of  South  Africa;

1.2.15     "purchaser" - Century Casinos Incorporated, a company incorporated in
           the  State  of  [Delaware  ],  United States of America herein
           represented by Mr Peter  Hoetzinger  in  his capacity  as
           [President  and  Vice  Chairman  I of the purchaser, he being duly
           authorised  thereto,  by  virtue  of  a
                                        3
<PAGE>

           resolution  of the directors of the purchaser, a copy of which is
           annexed hereto markiid  A;

1.2.16       "purchase  price"  -  the  purchase  price  for  the shares and the
             claims  set  out  in  5.1;

1.2.17       "seller"  -  Caledon  Overberg  Investments (Proprietary)  Limited,
             registration  number  [96/06728/07                     1,  a
             private company  with  limited  liability duly incorporated
             according to the laws of the Republic of South Africa, herein
             represented by Mr [Leon Fortes] in his capacity as  a  director
             of the seller, he being duly authorised thereto, by virtue of a
             resolution  of  the  directors  of the seller' a copy of which
             is annexed hereto marked B, and a resolution of the members of
             the seller duly adopted in terms of section  228  of  the  Act,
             a  copy  of  which  is  annexed  hereto  marked  C;

1.2.18       "shareholders'      agreement"  -  a written      shareholders'
             agreement to be concluded between the preferred shareholders, the
             purchaser, the seller  and  the  company  contemporaneously  with
             this agreement regulating the affairs  of  the company and the
             relationship of the preferred shareholders, the seller  and  the
             purchaser  as  shareholders  of  the  company,

1.2.19       "shares" - ordinary par value shares of Rl each in the share
             capital of the company constituting 15 % of the entire issued
             ordinary share capital of the  company  on  the  effective date,
             being 600 ordinary par value shares of Rl each  in  the  share
             capital  of  the  company;

1.2.20       "signature date" - them date on which this agreement is signed by
             the party  signing  last  in  time;

1.2.21       "the Trust" - The Overberg Community Trust, master's reference
             number [  ]
                                        4
<PAGE>
1.2.22       US$ - United States Dollars, the lawful currency of the
             United States of  America;

1.3        any reference to any statute, regulation or other legislation shall
           be a reference  to  that statute, regulation or other legislation as
           at the signature date,  and  as  amended  or  substituted  from  time
           to  time;

1.4        if any provision in a definition is a substantive provision
           conferring a right  or  imposing  an obligation on any party then,
           notwithstanding that it is only  in  a  definition, effect shall be
           given to that provision as if it were a substantive  provision  in
           the  body  of  this  agreement;

1.5        where  any term is defined within a particular clause other than
           this 1, that  term  shall  bear the meaning ascribed to it in that
           clause wherever it is used  in  this  agreement;

1.6        where any number of days is to be calculated from a particular day,
           such number  shall  be  calculated as excluding such particular day
           and commencing on the next day.  If the last day of such number so
           calculated falls on a day which is  not  a  business day, the last
           day shall be deemed to be the next succeeding day  which  is  a
           business  day;

1.7        any  term  which refers to a South African legal concept or process
           (for example,  without  limiting  the aforegoing, winding-up or
           curatorship) shall be deemed  to include a reference to the
           equivalent or analogous concept or process in  any  other
           jurisdiction in which this agreement may apply or to the laws of
           which  a  party  may  be  or  become  subject;

1.8        the  use  of the word "including" followed by a specific example/s
           shall not be construed as limiting the meaning of the general wording
           preceding it and the  eiusdem  generis  rule  shall  not be applied
           in the interpretation of such general  wording  or  such  specific
           example/s.
                                        5
<PAGE>
2      INTRODUCTION

2.1        The  seller  is  the  owner  of the shares and the holder of the
           claims.

2.2        The purchaser wishes to acquire the shares and the claims and the
           seller is  willing to sell same to the purchaser on the terms and
           conditions set out in this  agreement.

3      SUSPENSIVE  CONDITIONS

3.1        This  agreement,  save  for  the  provisions  of 1, 3 and 12 to 15
           (both inclusive)  which  will  be  of  immediate  force  and
           effect, is subject to the suspensive  conditions  that,  by  no later
           than  30  January  2001  -

3.1.1        PSGIB  consents in writing to the to the sale of shares set out
             herein and  agrees  (either unconditionally or subject to the
             condition that the shares and the claims are again pledged to it
             in security)to release the shares and the claims  from  the pledge
             in order to allow same to be delivered to the purchaser
             in  terms  hereof;

3.1.2        the  seller  obtaining all necessary regulatory and other approvals
             to the  transaction  set  out herein including the written approval
             of the exchange control  authorities  of  the  Republic  of  South
             Africa;

3.1.3        the  Western  Cape  Gambling  Board  consents  in  writing  to
             the transactionset  out  herein  in  terms  of  applicable
             legislation to which the company  is  subject;

3.1.4        the  preferred  shareholders  consent  in  writing  to the sale
             of the shares  as  set  out  herein;  and
                                        6
<PAGE>
3.1.5        the  seller,  the  purchaser,  the preferred shareholders and the
             company  conclude  the  shareholders'  agreement  and  that  the
             shareholders  agreement  becomes  unconditional  as  a  result of
             the  timeous  fulfilment of all suspensive conditions to which it
             may  be  subject  (save  for  any  such  suspensive  condition
             requiring  to  this  agreement  becoming  unconditional).

3.2        The  conditions have been inserted for the benefit of both the
           purchaser  and  the  seller  who  may,  collectively  but  not
           individually,  in writing  only  at  any time, waive compliance
           therewith or extend the date  by  which  they  or  any  of
           them  is  to  be  fulfilled.

3.3        Should  any  of  the conditions not be fulfilled or waived, as
           the  case may  be,  by the latest date permitted in terms of 3.2,
           then this agreement,  save  for  the  provisions of 1, 3 and 12
           to 15 (both inclusive)  which shall continue to bind the parties,
           shall never become effective  and  shall  be  of  no  force  or
           effect  and  -

3.3.1        to  the  extent  that this agreement may have been partially
             implemented,  the  parties  shall  be  restored to the status quo
             ante;  and

3.3.2        no  party shall have any claim against any other arising out
             of or  in  connection  with  this  agreement  except as
             contemplated in  this  clause  3.

3.4        The  parties  shall  use  their  respective best endeavours to
           procure  the timeous  fulfilment  of  the  conditions.

4     SALE

4.1        The  seller  sells and cedes to the purchaser, which purchases
           and accepts  from  the  seller, the shares and the claims  -

                                        7
<PAGE>
4.1.1        with  effect  from  the  effective  date;  and

4.1.2        as one indivisible transaction, on the terms and conditions set
             out in this  agreement.

4.2        To  the  extent required in law, the company consents to the sale
           of the claims,  being only a portion of the seller's claims on loan
           account against the company,  to  the  purchaser.

5     PURCHASE  PRICE  AND  PAYMENT

5.1       The purchase price payable by the purchaser to the seller for the
          shares and  the  claims  is  an  amount  of  US$l  800  000
          ("the  purchase  price")

5.2       The  Rand  equivalent  of  the  purchase price (determined at the
          ruling Rand:US$  exchange  rate  on  the  closing  date)  shall
          be  apportioned  -

5.2.1       as  to  the  claims,  the face value thereof as at the effective
            date, being  R4  500  000;  and

5.2.2       as  to  the  shares,  the  balance.


5.3       Notwithstanding  the  effective  date  or anything else contained
          herein
            interest  at  1  6%  pa  will  be  paid  by  the  company  to
            the seller on the face  value  of  the  claims  from October 11,
            2000  to  the  closing  date

5.4       The  purchase price shall be paid by the purchaser to the
          seller  as  in full on the closing date at the meeting referred
          to in 6.1 against compliance by the  seller with  its  obligations
          in  terms  of  6  .
                                        8
<PAGE>
5.5       The  purchase  price  shall  be  paid  in full by a certified funds
          transfer  or similar guaranteed payment into such South African
          blink account at an  authorised  dealer  as  the  seller  may
          notify  the  purchaser in writing.

6     DELIVERY  AND  CLOSING

6.1       At  10:00  on  the closing date, representatives of the
          purchaser  and the  seller  shall  meet  at the offices of
          [Fortes King ] situated at [64 Kloof Street  ],  Cape  Town.

6.2       At  the  meeting  referred  to  in  6.1, the seller shall deliver to
          the purchaser  the  documents  of  title, which delivery the purchaser
          shall accept.

6.3       The  seller furthermore agrees to sign all such documents and further
          do all  such  things  as  may be necessary to give effect to the
          provisions of this agreement  and  to  procure  the  transfer  of the
          shares and the claims to the
          purchaser.

7     RISK  AND  BENEFIT

7.1       All risk and benefit in and to the shares shall pass to the purchaser
          as from  the  effective  date.

7.2       Ownership  in  respect  of the shares shall pass to the purchaser on
          the effective  date.

7.3       The  shares  are  sold  cum  dividend.

8     WARRANTIES

      The  seller  hereby  warrants  to the purchaser, as material warranties
      and this agreement  is  accordingly  based  thereon,  that  -

                                        9
<PAGE>
8.1       it  is  and  will  be, as at the effective date, the sole registered
          and beneficial  owner of the shares and will be reflected in the
          register of members of  the  company  as  such;

8.2       it  is  and  will be, as at the effective date, the beneficial
          holder of the  claims,  save  for  the  Subordination  Agreement
          in  favour  of  PSGIB;

8.3       the shares will, when delivered to the purchaser, be free of any
          pledge, lien,  hypothec,  notarial  bond  or  encumbrance whatever
          and free of all other rights of retention or pre-emption, save for
          an undertaking that the shares will be  repledged  to  PSGIB;

8.4       upon  delivery of the documents of title by the seller to the
          purchaser, ownership  of  the  shares  will  pass  to  the
          purchaser;

8.5       it  has  the legal capacity, competence and authority to enter into
          this agreement  and  to consummate the transaction contemplated in
          this agreement and neither  the  entering  into  nor  the
          implementation  of  this  agreement will adversely  effect  the
          rights  of  any  third  party.

9      ANNOUNCEMENT  AND  CO-OPERATION

9.1       The  parties  undertake  to do all such things, perform all such
          actions and  take  all  such  steps  and  to  procure  the doing of
          all such things, the performance  of all such actions and the taking
          of all such steps as may be open to them and necessary for or
          incidental to the implementation or the maintenance of  the  terms,
          conditions  and/or  import  of  this  agreement.

9.2       Neither  party  shall  be  entitled  to make any announcement within
          the Republic  of  South Africa concerning this agreement or the
          transaction referred to  herein,  unless prior to making such
          announcement, it has obtained the prior written  consent  of  the
          other  party.  Notwithstanding  the  aforesaid,  the purchaser
          shall be entitled to make any announcement outside of the Republic of
          South  Africa
                                       10
<PAGE>
          concerning  this  agreement  or  the  transaction  referred  to
          herein  without obtaining  the  consent  of  the  seller.

10     BREACH

       Should  either  the  seller  on  the one hand or the purchaser on the
       other hand ("the  party  in  default") commit a breach of any term,
       condition, undertaking, warranty  or  representation  contained  in
       this  agreement  and  -

10.1     should  such  breach  be  incapable  of  being  remedied;  or

10.2     should such breach be capable of being remedied and should the party in
         default  fail  to remedy such breach within thirty days after receipt
         of written notice  to  that  effect  from  the  other  of  them, such
         other party shall be entitled, without prejudice and in addition to
         all of its  other  rights in terms hereof or at law, to cancel this
         agreement forthwith by  way  of  written  notice  to  such  effect
         to  all  the  other  parties.

11     ARBITRATION

11.1     Any disputes arising from or in connection with this agreement shall if
         so  required  by any party by giving written notice to that effect to
         the others be  finally  resolved in accordance with the rules of the
         Arbitration Foundation of  Southern  Africa  ("AFSA")  in  Cape  Town
         by  an arbitrator or arbitrators appointed  by AFSA.  There shall be
         a right of appeal as provided for in article 22  of  the  aforesaid
         rules.

11.2    Each  party  to  this  agreement  -

11.2.1    expressly consents to any arbitration in terms of the aforesaid rules
          being  conducted  as  a  matter  of  urgency;  and

11.2.2    irrevocably  authorises  any of the others to apply, on behalf of all
          parties  to  such  dispute,  in  writing,  to  the  secretariat  of
                                       11
<PAGE>

          AFSA  in  terms of article 23(l) of the aforesaid rules for any
          such arbitration to  be  conducted  on  an  urgent  basis.

12     GOVERNING  LAW  AND  JURISDICTION

12.1    This  agreement  shall  in  all  respects  (including its  existence,
        validity,  interpretation,  implementation,  termination  and
        enforcement)  be governed  by  the  law  of  the  Republic of South
        Africa which is applicable to agreements  executed  and  wholly
        performed within the Republic of South Africa.

12.2    Subject  to  12,  the  parties  hereby  consent  and  submit  to  the
        jurisdiction  of the High Court of the Republic of South Africa (Cape
        Provincial Division)  in  respect  of  any dispute or claim arising
        out of or in connection with  this  agreement.

13     DOMICILIUM  AND  NOTICES

13.1    The  parties choose domicilium citandi et executandi ("domicilium") for
        all purposes relating to this agreement, including the giving of any
        notice, the payment  of  any  sum,  the  serving  of  any  process,
        as  follows  -

13.1.1       the  seller       physical         64  Kloof  Street
                                                          Gardens
                                                             8001
                               facsimile            021-423  4407

13.1.2       the  purchaser                     1  Nerina  Street
             c/o  Caledon  Casino                         Caledon
                                                             7230
                               facsimile            028-214  1270

13.1.3       the  company      physical         1  Nerina  Street
                                                          Caledon
                                                             7230
                               facsimile          028-  214  1270
                                       12
<PAGE>
13.2    Any party shall be entitled from time to time, by giving written notice
        to  the  others,  to vary its physical domicilium to any other physical
        address (not  being  a  post  office box or poste restante) within the
        Republic of South Africa  and  to  vary  its  facsimile  domicilium to
        any other facsimile number.

13.3    Any  notice given or payment made by any party to another ("addressee")
        which is delivered. by hand between the hours of 09:00 and 17:00 on any
        business day to the addressee=s physical domicilium for the time being
        shall be deemed to have  been  received  by  the  addressee  at  the
        time  of  delivery.

13.4    Any  notice  given  by  any  party  to  another  which  is successfully
        transmitted  by  facsimile  to the addressee=s facsimile domicilium for
        the time being  shall  be deemed (unless the contrary is proved by the
        addressee) to have been  received  by  the  addressee on the day
        immediately succeeding the date of successful  transmission  thereof.

13.5    This  13 shall not operate so as to invalidate the giving or receipt of
        any  written  notice which is actually received by the addressee other
        than by a method  referred  to  in  this  13.

13.6    Any  notice  in  terms of or in connection with this agreement shall be
        valid  and effective only if in writing and if received or deemed to be
        received by  the  addressee.

14     GENERAL

14.1    This  agreement read with its appendices constitutes the sole record of
        the  agreement  between  the  parties  in  regard  to the subject
        matter hereof.

14.2    No  party  shall be bound by any representation, warranty, undertaking,
        promise  or  the  like  not  recorded  in  this  agreement.
                                       13
<PAGE>

14.3    No  addition to, variation or consensual cancellation of this agreement
        shall  be  of  any  force  or  effect unless done in writing and signed
        by or on behalf  of  all  the  parties.

14.4    Any  indulgence  which  any  party may show to any other in terms of or
        pursuant  to  the  provisions contained in this agreement shall not
        constitute a waiver  of  any  of  the  rights  of  the  party  which
        granted such indulgence.

15     COSTS

15.1    Each  party  shall bear and pay its own legal and other costs
        in  respect of  drafting,  preparing  and  implementing  this
        agreement.

15.2    All  stamp  duties payable in respect of the. transfer of the
        shares  to the purchaser terms of this agreement shall be borne
        and paid for by purchaser.

15.3    It  is  recorded  that  the purchaser will sell the shares to
        it's  subsidiary Century  Casinos  Africa  (Proprietary)
        Limited  ("CCA') and all stamp duties  payable in respect of
        the transfer of the shares from the purchaser  to  CCA
        shall  be  borne  and paid for by the seller.


Signed  at       Caledon                           on   4th  November 2000
                                        for Century  Casinos  Incorporated

                                                    /s/  Peter  Hoetzinger

                                        who  warrants  that  he  is  duly
                                        authorised  hereto
                                       14
                                       15
<PAGE>
Signed  at       Caledon                          on  4th  November   2000

                                          for Caledon Overberg Investments
                                                     (Proprietary) Limited

                                                   /s/  Leon Fortes

                                          who  warrants  that he  is  duly
                                          authorised  hereto


Signed  at       Caledon                           on  4th  November  2000

                                     for     Caledon  Casino  Bid  Company
                                                    (Proprietary)  Limited

                                                    /s/  Kevin King

                                         who  warrants  that  he  is  duly
                                         authorised  hereto

                                       16
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>SUBSIDIARIES OF REGISTRANT
<TEXT>

                                   EXHIBIT 21

                         SUBSIDIARIES OF THE REGISTRANT

                                            State  or  Country
Name                                             of  Incorporation
- ----                                             -----------------

Century  Casinos  Management,  Inc.                   Delaware

Century  Casinos  -  Nevada,  Inc.                      Nevada

Century  Management  und  Beteiligungs  GmbH           Austria

Century  Casinos  Cripple  Creek,  Inc.               Colorado

Century  Casinos  Missouri,  Inc.                     Missouri

WMCK  Acquisition  Corp.                              Delaware

WMCK  Venture  Corp.                                  Delaware

Century  Casinos  Africa  (Pty)  Limited         South  Africa

Caledon Casino Bid Company (Pty) Limited         South  Africa

                                        1
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>

                                  EXHIBIT 23.1

INDEPENDENT  AUDITORS'  CONSENT

We  have  issued  our  report  dated  February 2, 2001,  accompanying  the
consolidated  financial  statements  included  in  the  Annual  Report  of
Century Casinos, Inc. on Form 10-KSB for the year ended December 31, 2000.
We  hereby  consent  to  the  incorporation by reference of said report in
Registration Statement No. 333-13801 on Form  S-8 of Century Casinos, Inc.


/s/  Grant Thornton  LLP
- -----------------------------
Grant Thornton  LLP

Denver,  Colorado
March  29,  2001


                                        1
<PAGE>

INDEPENDENT  AUDITORS'  CONSENT

We consent to  the  incorporation  by reference in  Registration Statement No.
333-13801  on Form  S-8  of Century Casinos, Inc. of our report dated March 6,
2000,  appearing in this Annual Report on Form 10-KSB of Century Casinos, Inc.
for the year ended December 31, 2000.


/s/  Deloitte  &  Touche  LLP
- -----------------------------
Deloitte  &  Touche  LLP

Denver,  Colorado
March  29,  2001


                                        2
<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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