<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exhibit.txt
<DESCRIPTION>AUDIT COMMITTEE CHARTER AND POWERS
<TEXT>
Exhibit A
                              Century Casinos, Inc.

                     AMENDED AND RESTATED CHARTER AND POWERS
                             OF THE AUDIT COMMITTEE
                                 MARCH 29, 2004

     The Audit Committee of the Board of Directors (the "Audit  Committee") is a
committee of the Board of Directors. Its primary function is to assist the Board
in  fulfilling  its  oversight   responsibilities  by  reviewing  the  financial
information,  which will be provided to the shareholders and others, the systems
of  internal  controls,  which  management  and  the  Board  of  Directors  have
established, and the audit process.

     The  membership  of the Audit  Committee  shall  consist of at least  three
members of the Board of Directors,  each of whom shall be  independent,  and who
shall serve at the pleasure of the Board of Directors.  Audit Committee  members
and the Committee Chairman shall be designated by the full Board of Directors.

     In carrying  out its  responsibilities,  the Audit  Committee  believes its
policies and procedures should be designed to best react to changing  conditions
and to ensure to the directors and  shareholders  that corporate  accounting and
reporting  practices of the corporation are in accordance with all  requirements
and are of the highest quality.

RESOLVED, that the charter and powers of the Audit Committee shall be:

     1.   Overseeing   that   management  has  maintained  the  reliability  and
          integrity of the  accounting  policies  and  financial  reporting  and
          disclosure practices of the Company;

     2.   Overseeing that management has established and maintained processes to
          assure that an  adequate  system of  internal  control is  functioning
          within the Company;

     3.   Overseeing that management has established and maintained processes to
          assure compliance by the Company with all applicable laws, regulations
          and Company policy;

RESOLVED, that the Audit Committee shall have the following specific powers and
duties:

     1.   Reviewing,  selecting,  and engaging the  independent  accountants  to
          audit the financial statements of the Company and its subsidiaries;

     2.   Holding  such regular  meetings as may be  necessary  and such special
          meetings as may be called by the Chairman of the Audit Committee or at
          the request of the independent accountants;

     3.   Creating an agenda for the ensuing year;

     4.   Reviewing,  approving, and overseeing any engagement by the Company of
          the Company's  independent  accountants for permissible  audit-related
          and non-audit related work, in accordance with applicable law;

     5.   Conferring  with the independent  accountants  concerning the scope of
          their  examination  of the books and  records of the  Company  and its
          subsidiaries;  directing  the  special  attention  of the  auditors to
          specific  matters or areas deemed by the  Committee or the auditors to
          be of special  significance;  and  authorizing the auditors to perform
          such  supplemental  reviews  or  audits  as  the  Committee  may  deem
          desirable;

     6.   Reviewing with management and the independent  accountants significant
          risks and exposures, audit activities and significant audit findings;

     7.   Reviewing the Company's  audited annual  financial  statements and the
          independent   accountants'  opinion  rendered  with  respect  to  such
          financial statements, including reviewing the nature and extent of any
          significant  changes  in  accounting  principles  or  the  application
          therein;

     8.   Reviewing the adequacy of the Company's systems of internal control;

     9.   Obtaining  from  the  independent  accountants  their  recommendations
          regarding   internal  controls  and  other  matters  relating  to  the
          accounting procedures and the books and records of the Company and its
          subsidiaries  and  reviewing the  correction of controls  deemed to be
          deficient;

     10.  Providing an independent,  direct communications  between the Board of
          Directors and independent accountants;

     11.  Reviewing the adequacy of internal controls and procedures  related to
          executive travel and entertainment;

     12.  Reviewing  with  appropriate  Company  personnel  the actions taken to
          ensure compliance with all applicable gaming rules and regulations and
          the  results  of  confirmations  and  violations  of  such  rules  and
          regulations;

     13.  Reviewing the  procedures  established by the Company that monitor the
          compliance  by the Company with its loan and  indenture  covenants and
          restrictions;

     14.  Reporting through its Chairman to the Board of Directors following the
          meetings  of the  Audit  Committee  and  preparing  the  annual  Audit
          Committee report for the Company's proxy statement;

     15.  Maintaining minutes or other records of meetings and activities of the
          Audit Committee;

     16.  Reviewing  the  charter  and  powers  of the  Committee  annually  and
          reporting  and making  recommendations  to the Board of  Directors  on
          these responsibilities;

     17.  Conducting or authorizing  investigations  into any matters within the
          Audit Committee's scope of responsibilities. The Audit Committee shall
          be empowered to retain independent counsel,  accountants, or others to
          assist it in the  conduct of any  investigation.  The Audit  Committee
          shall also adopt a procedure for the receipt,  retention and treatment
          of  complaints  regarding  accounting,  internal  controls or auditing
          matters,   which  must  include  a  means  for   employees  to  submit
          confidential,  anonymous complaints regarding questionable  accounting
          or auditing matters;

     18.  Reviewing  compliance with, and authorize  waivers from any provisions
          of, the Company's Code of Business Conduct and Ethics;

     19.  Considering  such other matters in relation to the financials  affairs
          of the Company and its accounts, and in relation to the external audit
          of the  Company  as  the  Audit  Committee  may,  in  its  discretion,
          determine to be advisable;

     20.  Assuring regular rotation of the audit partner, as required by law;

     21.  Receiving   communications   required  by  Industry   Standards  Board
          Statement   No.  1;   reviewing   relationship   to   ensure   auditor
          independence;

     22.  Reviewing  disclosures  in  10-K,  10-Q,  and  Proxy  Statements,  and
          financial 8-K's and press releases;

     23.  Reviewing  transactions  between the  Company and related  parties for
          actual or apparent conflicts of interest.


/s/ Erwin Haitzmann                               /s/ Peter Hoetzinger
-------------------------                         -------------------------
Erwin Haitzmann                                    Peter Hoetzinger
Chairman of the Board                              Vice-Chairman of the Board

/s/ Gottfried Schellmann                         /s/ Robert Eichberg
-------------------------                         -------------------------
Gottfried Schellmann                               Robert Eichberg
Director                                           Director

/s/ Dinah Corbaci
-------------------------
Dinah Corbaci
Director


</TEXT>
</DOCUMENT>
