10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

For the fiscal year ended December 31, 2004.

OR

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

For the transition period from ____________ to ___________

Commission file number 0-22290

CENTURY CASINOS, INC.

(Exact name of registrant as specified in its charter)

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

1263 A Lake Plaza Drive, Colorado Springs, Colorado 80906

(Address of principal executive offices) (Zip Code)

(719) 527-8300

(Registrant’s telephone number, including area code)

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

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.01 Par Value

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes   No _X_

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2004, based upon the average bid and asked price of $5.51 for the Common Stock on the NASDAQ Stock Market on that date, was $55,179,489.

As of April 22, 2005, the Registrant had 13,754,900 shares of Common Stock outstanding.

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EXPLANATORY NOTE

The Annual Report on Form 10-K of Century Casinos, Inc. (the "Company") filed with the Commission on April 15, 2005, incorporated certain information in Part III of the Form 10-K by reference to the Company’s Proxy Statement for its 2005 Annual Meeting of Stockholders. Due to a delay in initiating the broker search process required by SEC Rule 14a-13, the Company’s Proxy Statement will not be filed within 120 days of the Company’s fiscal year ended December 31, 2004.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Information regarding the Board of Directors and executive officers of the Company, as of April 22, 2005 is as follows:

			Officer or
Name	Age	Positions Held	Director Since
Erwin Haitzmann	51	Chairman of the Board &	March 1994
		Co-Chief Executive Officer
Peter Hoetzinger	42	Vice Chairman of the Board	March 1994
		Co-Chief Executive Officer
		& President
Robert S. Eichberg	58	Director	January 1997
Gottfried Schellmann	51	Director	January 1997
Dinah Corbaci	50	Director	April 2000
Larry Hannappel	52	Senior Vice-President	October 1999
		Secretary & Treasurer
Rich Rabin	58	Chief Operating Officer for	August 2004
		North America
Ray Sienko	47	Chief Accounting Officer	March 2005

Erwin Haitzmann holds a Doctorate and a Masters degree in Social and Economic Sciences from the University of Linz, Austria (1980), and has 30 years of casino gaming experience ranging from dealer (commencing in 1975) through various casino management positions. Mr. Haitzmann has been employed full-time by the Company since May 1993.

Peter Hoetzinger received a Masters degree from the University of Linz, Austria, in 1986. He thereafter was employed in several managerial positions in the gaming industry with Austrian casino companies. Mr. Hoetzinger has been employed full-time by the Company since May 1993.

Robert S. Eichberg graduated from Bradley University in 1968 with a B.S. Degree in Accounting and is a Certified Public Accountant. He was employed by the public accounting firm of Deloitte & Touche, LLP from 1974 to 1994, ending his tenure there as Tax Partner. From 1994 to 1996 he served as Tax Partner for the public accounting firm Price Bednar LLP, before joining the public accounting firm of Causey, Demgen & Moore, Inc. in September of 1996, where he has been employed since, as shareholder and President.

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Gottfried Schellmann graduated from University of Vienna with a law degree and is a certified tax advisor in Austria. After having worked for several firms, including KPMG Germany as tax and accounting manager, he formed Schellmann & Partner in 1993, where he has been employed since, which specializes in tax and accounting work for provinces and municipalities in Austria. He is a member of the International Bar Association. He is also one of the main co-authors, together with certain officers of the Austrian Ministry of Finance, of the Austrian corporate tax code.

Dinah Corbaci holds a Doctorate degree in Law from the University of Salzburg, Austria (1981). One year practice on the Austrian Court in Salzburg was followed by working for the Austrian Association of Realtors in Vienna. In 1984 she joined IBM Austria, where she is responsible as Account Manager for large government customers, with special focus on e-business for large IBM mainframe hardware and e-government solutions. During the last five years of her 21 years of employment at IBM, she has served as eServer Manager where she is responsible for all Austrian governmental customers concerning their strategic hardware development compliance for governmental and legal requirements.

Larry Hannappel graduated from National College, Rapid City, South Dakota (1976) with a B.S. Degree in Accounting. From 1976 to 1979, he was employed by the public accounting firm of Hamma & Nelson. From 1979 to 1994, he served in various financial management capacities in manufacturing and gaming. Mr. Hannappel has been employed full-time by the Company since May, 1994. He became Chief Accounting Officer in October 1999, was appointed as Secretary of the Company in March, 2000 and appointed as Treasurer in June 2001. In March 2005, he was appointed the Senior Vice President.

Rich Rabin earned undergraduate degrees from Roosevelt University, Chicago, Illinois in Accounting and Finance. He earned his MBA from the University of Wisconsin specializing in Finance. From 1973 until 1999, he was employed in various positions within the hospitality industry. Additionally, he was employed from 1995 to 1999 as the Senior Vice President of Operations, President, and Chief Operating Officer for the Colorado Gaming and Entertainment Company. In 2000, he was employed as a Vice President, Casino Operations for the International Thunderbird Gaming Corp. From 2000 to 2001, he was a consultant for Peak Management. From 2001 to 2002, he was employed as the Senior Vice President, Casino Operations for PDS Gaming. During 2002 to 2004, he was employed as the Director for The Innovation Group in Las Vegas. He has been employed full-time by the Company since August 2004 as the Chief Operating Officer for North America.

Ray Sienko graduated from St. Joseph’s University in Philadelphia, Pennsylvania (1979) with a B.S. Degree in Accounting. From 1979 to 1981 he was employed by the public accounting firm of Samuel M. Fischer & Co., CPAs. He successfully passed the CPA exam in November 1979. From 1981 to 1985 he was employed by Amerigas, Inc. From 1985 to 2000, he was employed as the Controller for Bayard Sales Corp. Mr.Sienko has been employed full time by the Company since June 2000 as Controller. He was appointed Chief Accounting Officer in March 2005.

There are no family relationships between or among the Company’s executive officers and directors.

We have an Audit Committee of the Board of Directors, which is comprised of Robert S. Eichberg (Chairman), Gottfried Schellmann and Dinah Corbaci. The Board of Directors has determined that Mr. Eichberg is an “audit committee financial expert” as defined in applicable rules of the Securities and Exchange Commission.

We have adopted a Code of Ethics that applies to all directors, officers and employees, including our Co-Chief Executive Officers, our Senior Vice President and our Chief Accounting Officer. A complete text of this Code of Ethics is available in Exhibit 14 filed with the Form 10-K for the year ended December 31, 2003.

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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of its outstanding common stock, to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.

To the Company’s knowledge (based solely on review of the copies of such reports furnished to the Company and representations that no other reports were required, during the fiscal year ended December 31, 2004), all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% stockholders were complied with in a timely manner

Item 11. Executive Compensation.

Summary Compensation Table

The table below sets forth executive compensation during 2004, 2003 and 2002 to the Chairman of the Board and Co-Chief Executive Officer of the Company, Erwin Haitzmann, and to all other executive officers who received greater than $100,000 in compensation in 2004, 2003 or 2002.

					Awards		Payouts
Name & Principal Position	Year	Salary (a) ($)	Bonus (b) ($)	Other Annual Comp-ensation ($)	Restricted Stock Awards ($)	Securities Underlying Options/ SARs (#)	LTIP Payouts ($)	All Other Comp-ensation ($) (c)
Erwin Haitzmann	2004	199,703	341,690			628,105
Chairman of the Board	2003	180,737	262,390
and Co-Chief Executive Officer	2002	178,605	247,763
Peter Hoetzinger	2004	199,703	341,690			628,105
Vice-Chairman of the Board,	2003	191,357	251,800
Co-Chief Executive Officer	2002	183,432	243,002
and President
Larry Hannappel	2004	80,507	80,000			27,500		1,200
Senior Vice-President	2003	80,507	60,000					1,200
Secretary & Treasurer	2002	80,507	60,000					1,200

(a) Salary for 2004 includes $120,000 paid to Flyfish Casino Consulting AG for the benefit of Mr. Haitzmann’s Family Foundation and $120,000 paid to Focus Casino Consulting AG for the benefit of Mr. Hoetzinger’s Family Foundation, pursuant to separate management agreements with the Company, entered into on March 1, 2001 and amended October 11, 2001, October 12, 2002, March 29, 2004 and February 14, 2005. See “Executive Employment Agreements.”

(b) Mr. Haitzmann’s bonus for 2004 was paid to Flyfish Casino Consulting AG for the benefit of Mr. Haitzmann’s Family Foundation. Mr. Hoetzinger’s bonus for 2004 was paid to Focus Casino Consulting AG for the benefit of Mr. Hoetzinger’s Family Foundation.

(c) Consists solely of matching contributions made by the Company to the 401(k) Savings and Retirement Plan.

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STOCK OPTION GRANTS IN LAST FISCAL YEAR

On March 4, 2004, 1,283,710 options were granted by the independent members of the Company’s Incentive Plan Committee to the Company’s executive officers with an exercise price of $2.93. On January 18, 2004 each outside director was granted an option to purchase 20,000 common shares of the Company’s stock at a price of $3.26.

AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR

FISCAL YEAR-END OPTION VALUES

The following table sets forth the aggregate options held by certain executive officers of the Company. No options were exercised by the specified officers in 2004.

Name	Shares Acquired on Exercise	Value Realized	Number of Securities Underlying Options at December 31, 2004 Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options at December 31, 2004 Exercisable/ Unexercisable
Erwin Haitzmann, Chairman of the Board and Co-Chief Executive Officer	-	-	1,300,000 / 628,105 (a)	$10,181,500 / 3,894,251 (c)
Peter Hoetzinger, Vice Chairman of the Board, Co-Chief Executive Officer and President	-	-	793,000 / 628,105 (b)	$6,238,090 / 3,894,251 (c)
Larry Hannappel, Senior Vice-President, Secretary & Treasurer		-	37,500 / 27,500	$289,875 / 170,500 (c)

(a) All options are held by The Haitzmann Family Foundation. (See Certain Relationships and Related Transactions.)

(b) All options are held by The Hoetzinger Family Foundation. (See Certain Relationships and Related Transactions.)

(c) Based on the closing bid price ($9.13) of the Company’s Common Stock on the NASDAQ Stock Market on December 31, 2004.

DIRECTOR COMPENSATION

Directors who are full-time employees receive no compensation for their services as directors. With the exception of Messrs. Eichberg and Schellmann and Dr. Corbaci, all of the Company’s directors are employees.

Messrs. Eichberg and Schellmann and Dr. Corbaci, the outside directors of the Company, are being compensated for their services as follows:

(a) Stock Option Grants - In January 2004, Messrs. Eichberg and Schellmann and Dr. Corbaci each were granted an option to purchase 20,000 shares of the Company’s stock, which have a four-year term and are exercisable at a price of $3.26.

(b) Compensation, Reimbursement - Each outside director receives $1,000 per board or committee meeting (and per gaming application completed). In addition, effective January 1, 2005, Mr. Eichberg shall receive fixed compensation of $10,000 per year, to cover his increased work as Chairman of the Audit Committee. Ms. Corbaci and Mr. Schellmann shall each receive fixed compensation of $3,000 per year, for their increased work as members of the Audit Committee, the Compensation Committee and the Incentive Plan Committee.

(c) Amounts paid in 2004:

Mr. Eichberg	$7,000
Ms. Corbaci	$9,000
Mr. Schellmann	$8,000

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EXECUTIVE EMPLOYMENT AGREEMENTS

On October 12, 2001, the Company entered into separate Employment Agreements with Mr. Haitzmann and Mr. Hoetzinger. The agreements were amended February 18, 2003 to extend the dates of employment to December 31, 2008 and to specify the duties of Messrs. Haitzmann and Hoetzinger. Additionally, the agreements were amended February 3, 2005 to reassign the employment agreements to a wholly owned foreign subsidiary of the Company and to include changes to the employees’ salary and termination clauses. As compensation for the services rendered by the employees for the Company, the employees shall be paid not less than € 70,000 (Euro seventy thousand) (approximately $91,441 U.S. dollars) in base salary, plus annual increases and bonuses, and such other incentives, benefits, insurance policies and compensation as may have been and may be awarded to them from time to time by the Compensation Committee of the Board of Directors. The Compensation Committee is required to review the salaries on an annual basis. The Company shall continue to either provide the employees with, or shall reimburse them for, all reasonable expenses incurred in connection with the performance of their duties as executives for the Company, in substantially at least the same form and fashion as it has done during the twelve (12) months preceding the date of the agreements. The employees are also each entitled to use of a car provided to them and paid for by the Company for business and private purposes The agreements provide that in the event of termination “without cause” by the Company, that they shall be paid their base salary then in effect (including bonuses, if any) for a period of three (3) years from the date on which the employee receives written notice of termination regardless of whether the term of the employee agreement ends prior to such time. They must continue to make themselves available to, and shall cooperate with the Company, as may be reasonably required to assist the Company during a six-month transition period following termination of the agreement without cause.

In addition to the employment agreements, as amended, that the Company has with Mr. Haitzmann and Mr. Hoetzinger, the Company is party to separate management agreements with Flyfish Casino Consulting AG, a Swiss corporation, to secure the services of Mr. Haitzmann, and with Focus Casino Consulting AG, a Swiss corporation, to secure the services of Mr. Hoetzinger, to provide executive casino management services to the Company through December 31, 2005, and for five (5) year renewable periods thereafter, unless sooner terminated by them or by the Company. The management agreements provide for an annual base management fee of $120,000 each for Mr. Haitzmann and Mr. Hoetzinger, plus such annual increases and bonuses, and such other incentives, benefits and compensation as may be awarded to them, respectively, by the Compensation Committee of the Board of Directors of the Company. Payments to each of these management companies are included in the Executive Compensation Table. Each of the management fees will be reviewed annually by the Compensation Committee. The management agreements further provide for termination payments to be made for a period of six (6) months if the management agreement is terminated by the Company without cause, or for a payment of three times the management company’s annual fee and average bonus if the termination occurs (a) after a Change of Control of the Company, or (b) by the management company, for cause.

The Company entered into an employment agreement with Mr. Larry Hannappel effective January 1, 2005, pursuant to which the Company will pay to Mr. Hannappel a yearly salary of $120,000. Mr. Hannappel shall be eligible to receive a yearly bonus of up to $56,000, based upon satisfactorily reaching various budget, financial and other criteria that are established for each calendar year plus benefits as defined until terminated. The bonus amount can be reviewed by the Company annually, and the Compensation Committee is required to review Mr. Hannappel’s salary on an annual basis. The Company shall continue to either provide Mr. Hannappel with, or shall reimburse the employee for, all reasonable expenses incurred in connection with the performance of his duties as an executive for the Company. The Company may terminate Mr. Hannappel’s employment at any time, without cause. If the Company terminates his employment without cause, he will receive all earned base salary through the last day of his employment, plus a severance amount equal to six months of his base salary and a payment equal to 50% of the bonus received for the year preceding his termination and his medical/hospitalization insurance will be continued for a period of six months. A noncompete and nonsolicitation period will end six months after the last day of employment. If Mr. Hannappel is terminated for cause, he will receive his base salary only through the last day of his employment. The noncompete and nonsolicitation period will end on the first anniversary of the last day of his employment. If he is terminated within three years from a Change of Control, the Company will pay him a severance amount equal to twelve months of his base salary, he will receive a payment equal to the bonus received for the year preceding his termination, and all stock options granted to him under the company’s Equity Incentive Plan will vest immediately.

The Company entered into an employment agreement with Mr. Richard S. Rabin on July 19, 2004, pursuant to which the Company will pay to Mr. Rabin a yearly salary of $150,000. In the event the Company’s proposed Edmonton property becomes operational, Mr. Rabin’s salary shall be increased by the amount of $7,500 per year. Also, in the event the proposed Central City property becomes operational, Mr. Rabin’s annual salary shall be increased by $7,500 per year. Mr. Rabin shall also be eligible to receive a bonus, based upon satisfactorily reaching various budget and financial criteria that are established for each calendar year. For 2005, any bonus shall be based on the performance of Womacks and on the on-time and on-budget delivery of the proposed properties in Edmonton and Central City. For subsequent years, the employee’s bonus shall be based on such criteria as the employer establishes. The Company also agreed to pay Mr. Rabin’s moving expenses, up to a maximum of $27,500. The Company will reimburse all reasonable expenses incurred by Mr. Rabin on behalf of the Company in connection with Mr. Rabin’s performance of duties under the agreement. Within thirty (30) days after a new Equity Incentive Plan has been approved by the Company’s shareholders, Mr. Rabin shall be granted 25,000 options, and 10% of this number shall vest at the time of such grant, with 20% of this number vesting one year later, 30% one year after that and 40% in the year subsequent to that, subject to the approval of the relevant Committees of the Company’s Board of Directors. In the event that there is not a new Employee Equity Incentive Plan in 2005, Mr. Rabin shall be entitled to receive a cash payment calculated as the in-the-money-value that the 25,000 options, when vested, would have had if they had been granted. Further, Mr. Rabin shall receive another 25,000 options on the date of the first contract extension, provided that the contract will have been extended by both parties. The strike price and vesting of these options will be in accordance with the Equity Incentive Plan and subject to the Incentive Plan Committee’s discretion. The term of the agreement is two years unless sooner terminated in accordance with the provisions of the agreement. Furthermore, the agreement may be extended for periods of six (6) months. The Company may terminate Mr. Rabin’s employment at any time, without cause. If the Company terminates his employment without cause, he will continue to receive his base salary for the remaining term of the agreement unless he secures other employment, he will receive a payment equal to 50% of the bonus received for the year preceding his termination, and his medical/hospitalization insurance will be continued for the remaining term of the agreement. A noncompete and nonsolicitation period will end six months after the last day of employment. If Mr. Rabin is terminated for cause, he will receive his base salary only through the last day of his employment, and the noncompete and nonsolicitation period will end on the first anniversary of the last day of his employment.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 22, 2005, concerning common stock ownership by beneficial owners of five percent or more of the Company’s common stock and the officers and directors of the Company. All of the named persons below, other than Thomas Graf, William Blair & Company, L.L.C. and Lloyd I. Miller, III, are officers or directors of the Company.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock, $.01 par value	Erwin Haitzmann c/o Century Casinos, Inc. 1263 A Lake Plaza Dr. Colorado Springs, CO 80906	1,472,811 (a)	9.7%
Common Stock, $.01 par value	Peter Hoetzinger c/o Century Casinos, Inc. 1263 A Lake Plaza Dr. Colorado Springs, CO 80906	987,161 (b)	6.7%
Common Stock, $.01 par value	Robert S. Eichberg 1801 California St. Ste. 4650 Denver, CO 80202	62,000 (c)	(j)
Common Stock, $.01 par value	Gottfried Schellmann Bahnhofplatz 1A 2340 Moedling, Austria/Europe	77,200 (c)	(j)
Common Stock, $.01 par value	Dinah Corbaci Blechturmgasse 28/31 1040 Vienna Austria/ Europe	32,000 (d)	(j)
Common Stock, $.01 par value	Larry Hannappel c/o Century Casinos, Inc. 1263 A Lake Plaza Dr. Colorado Springs, CO 80906	50,250 (e)	(j)

Common Stock, $.01 par value	Ray Sienko c/o Century Casinos, Inc. 1263 A Lake Plaza Drive Colorado Springs, CO 80906	10,500 (f)	(j)
Common Stock, $.01 par value	All Officers and Directors as a Group (seven persons)	2,691,922	16.8%
Common Stock, $.01 par value	Thomas Graf Liechtensteinstrasse 54 A-2344 Maria Enzersdorf Austria/Europe	2,144,300 (g)	15.6%
Common Stock, $.01 par value	William Blair & Company, L.L.C. 222 W. Adams Chicago, IL 60606	1,010,062 (h)	7.3%
Common Stock, $.01 par value	Lloyd I. Miller, III 4550 Gordon Drive Naples, FL 34102	1,351,160 (i)	9.8%

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(a) Includes: non-statutory stock options for 950,000 shares exercisable at $1.50 per share, 350,000 shares exercisable at $0.75 per share, and 62,811 shares exercisable at $2.93 per share, indirectly owned and held by The Haitzmann Family Foundation.

In March 2004, in accordance with the Employee Equity Incentive Plan, non-statutory stock options to purchase 628,105 shares of common stock of the company at the price of $2.93 per share were granted to Mr. Haitzmann, which subsequently were transferred from Mr. Haitzmann’s ownership to The Haitzmann Family Foundation. 62,811 of these options are vested and included above.

(b) Includes: non-statutory stock options for 543,000 shares exercisable at $1.50 per share, 250,000 shares exercisable at $0.75 per share, and 62,811   shares exercisable at $2.93 per share, indirectly owned and held by The Hoetzinger Family Foundation.

In March 2004, in accordance with the Employee Equity Incentive Plan, non-statutory stock options to purchase 628,105 shares of common stock of the company at the price of $2.93 per share were granted to Mr. Hoetzinger, which subsequently were transferred from Mr. Hoetzinger’s ownership to The Hoetzinger Family Foundation. 62,811 of these options are vested and included above.

(c) Includes: an option for 10,000 shares exercisable at $2.12 per share; and an option for 2,000 exercisable at $3.26.

(d) Includes: an option for 2,000 shares exercisable at $3.26.

(e) Includes: an option for 10,000 shares exercisable at $.75 per share, an option for 7,500 shares exercisable at $1.50 per share and an option for 2,750 shares exercisable at $2.93.

In March 2004, in accordance with the Employee Equity Incentive Plan, incentive stock options to purchase 27,500 shares of common stock of the company at the price of $2.93 per share were granted to Mr. Hannappel. 2,750 of these options are vested and include above.

(f) Includes: an option for 10,000 shares exercisable at $1.75 per share and an option for 500 shares exercisable at $2.93 per share granted in 2004.

In March 2004, in accordance with the Employee Equity Incentive Plan, incentive stock options to purchase 5,000 shares of common stock of the company at the price of $2.93 per share were granted to Mr. Sienko. 500 of these options are vested and include above.

(g) As reported on Form 4 filed with the Securities and Exchange Commission on December 15, 2004.

(h) As reported on Schedule 13G filed with the Securities and Exchange Commission on February 15, 2005.

(i) As reported on Form 4 filed with the Securities and Exchange Commission on February 28, 2005.

(j) Less than 1%.

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Item 13. Certain Relationships and Related Transactions.

The Company had an unsecured note payable that matured and was paid on April 1, 2004, in the principal amount of $380,000, to Thomas Graf, a founding shareholder of the Company. The unsecured note bore interest at 6%, payable quarterly.

Both Mr. Haitzmann and Mr. Hoetzinger are Austrian citizens, and have established Austrian trusts (The Haitzmann Family Foundation and The Hoetzinger Family Foundation, respectively) to hold a certain portion of their interests in the Company. (See Security Ownership of Certain Beneficial Owners and Management)

On July 14, 2004 Mr. Haitzmann and Mr. Hoetzinger exchanged their 3.5% minority interest in Century Casinos Africa (CCA) for a 3.5% minority interest in Century Resorts Ltd (CRL) (formerly Century Resorts International) of equal value. As of December 31, 2004, each along with their respective Family Foundations own 1,087 shares of CRL, approximately 1.8% of the outstanding shares of common stock, or approximately 3.5% combined. We own the other 96.5% of CRL. CRL owns 100% of CCA and its subsidiaries.

Item 14. Principal Accountant Fees and Services.

The following table sets forth the aggregate fees billed to the Company for the years ended December 31, 2004 and 2003, by Grant Thornton LLP:

Fee Category	Year Ended December 31,
	2004	2003
Audit Fees (1)	$316,925	$109,946
Audit Related Fees (2)	12,123	7,702
Tax Fees (3)	18,625	21,230
All Other Fees(4)	-	-
Total	$347,673	$138,878

(1) Audit fees consist of fees incurred for professional services rendered for the audit of the Company’s consolidated financial statements and for reviews of the interim consolidated financial statements included in quarterly reports on Form 10-Q and consents for filings with the Securities and Exchange Commission.

(2) Audit related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. This category includes fees relating to benefit plan audits.

(3) Tax fees consist of aggregate fees billed for professional services for tax compliance, tax advice, and tax planning.

(4) All Other fees include fees for other services.

The amounts shown above include out-of-pocket expenses incurred by Grant Thornton LLP. Fees of $72,328 had been billed through December 31, 2004, and the remaining $275,345 was billed subsequent to December 31, 2004.

The audit committee of the board of directors concluded Grant Thornton's provision of the services generating all other fees is compatible with maintaining Grant Thornton's independence.

The Audit Committee approves in advance any and all audit services, including audit engagement fees and terms, and non-audit services provided to the Company by its independent auditors (subject to the de minimis exception for non-audit services contained in Section 10A (i)(1)(B) of the Securities Exchange Act of 1934, as amended), all as required by applicable law or listing standards. The independent auditors and the Company’s management are required to periodically report to the Audit Committee the extent of services provided by the independent auditors and the fees associated with these services.

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.

CENTURY CASINOS, INC.

By:/s/ Larry Hannappel

Larry Hannappel, Senior Vice-President

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EXHIBIT INDEX

The following exhibits are filed herewith:

No.  Description

10.149 Corrected Employment Agreement by and between Century Casinos, Inc. and Mr. Richard S. Rabin, Chief Operating Officer, North America dated April 27, 2005.

31.1 Certification Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f), Chairman of the Board and Co-Chief Executive Officer.

31.2 Certification Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f), Vice-Chairman and President, and Co-Chief Executive Officer.

31.3 Certification Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f), Senior Vice-President.

31.4 Certification Pursuant to Securities Exchange Act Rule 13a-15(f) and 15d-15(f), Chief Accounting Officer.

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EX-10.149

                

 CORRECTED:  April 27, 2005

 By: Richard S. Rabin

       /s/ Richard S. Rabin

 By: Erwin Haitzmann

       /s/ Erwin Haitzmann

 By: Peter Hoetzinger

       /s/ Peter Hoetzinger

   

EMPLOYMENT AGREEMENT

  This Employment Agreement (the "Agreement"), dated as of July 19, 2004 (the "Effective Date"), is between Century Casinos, Inc., a Delaware corporation, whose principal executive offices are located in Colorado Springs, Colorado ("Employer"), and Mr. Richard S. Rabin ("Employee").

Recitals

A. Employee wishes to be considered by Employer for the position of Chief Operating Officer, North America (“the Position”). Employer wishes to retain the services of Employee for the Position, and Employer and Employee wish to formalize the terms and conditions of their agreements and understandings concerning Employee’s employment in the Position.

B.Employee’s employment by Employer, the mutual covenants stated in this Agreement, and other valuable consideration, the receipt of which is acknowledged by Employee, are sufficient consideration for this Agreement.

C.This Agreement supersedes and replaces any prior oral or written employment agreements entered into by and between Employer and Employee, and the terms of this Agreement shall be held confidential by Employee.

Agreement

The parties agree as follows:

1.Employment. As of the Effective Date, Employer shall employ Employee in the Position, and Employee agrees to accept such employment.

2.Term of Agreement. The term of this Agreement will commence on the Effective Date and will continue for two years unless sooner terminated in accordance with the provisions of this Agreement. Furthermore, this Agreement may be extended for periods of six (6) months as follows: if on the date no later than six months before the Agreement will normally expire, both parties give notice that they wish the Agreement to continue, the Agreement shall continue under the same terms for an additional period of six months following the previous expiration date. The parties will continue this process during successive extensions of this Agreement. The following is an example of this process: the initial term of the Agreement will expire on July 18, 2006. Six months before the expiration date is January 18, 2006. If both parties give notice on or before January 18, 2006, that they wish the Agreement to continue, the expiration date of the Agreement shall be extended to January 18, 2007. Then, six months before the end of this new termination date, the parties may or may not give similar notice concerning extension so as to cause the Agreement to extend an additional six months. This process shall continue during the life of the Agreement, or any extensions or amendments to the Agreement.

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3.Actions of Employer. All actions by and decisions of Employer contemplated in this Agreement will be made by Employer’s Executive Committee, which may from time to time appoint one of its members under this Agreement to carry out its functions. Nevertheless, Employee understands that Employer’s Compensation Committee must approve all decisions concerning Employee’s salary.

4.Duties of Employee. Employee's principal duties on behalf of Employer as of the Effective Date shall be to act as the Chief Operating Officer, North America. Employee will undertake and assume the responsibility of performing for and on behalf of Employer whatever duties are necessary and required in such position. Employee will devote Employee's full time and energies and best effort to the performance of such duties, to the exclusion of all other activities that conflict in any material way with Employee's duties under this Agreement. Specific duties, and limitations on authority, of Employee may be addressed by separate memoranda or other instructions. In performing his duties, Employee recognizes and agrees that he will abide by the Employer’s Code of Ethics.

5.Location of Work; Payment for Various Expenses. The parties contemplate that Employee’s primary duty location will be in Colorado Springs, Colorado and, initially - as long as there is only one operation in North America - also in Cripple Creek, Colorado. Employee shall have an office at Employer’s Colorado Springs’ offices. Should the location of Employer’s North American headquarters change to a location within the State of Colorado, then Employee’s primary duty location would change to that location. Nevertheless, Employee recognizes and agrees that his duties will require him to travel, including, most likely, international travel, for meetings and to assist the entities operated by Century Casinos Inc., primarily in North America, but also worldwide.

(a) Employer shall pay for Employee’s expenses of moving to Colorado up to a maximum of US-$ 27,500. Employee shall gather three estimates for these expenses, and Employer shall pay the lowest of the three. Employer shall also pay Employee $1,500 to defray the cost of visits to Colorado by Employee’s family for purposes of house-hunting. Employer shall also buy from Innovation Group, Employee’s laptop and printer, which shall be Employer’s personal property. Employer shall not be responsible for any other payments to Employee except as specifically provided in this Agreement or in a separate, written addendum to this Agreement, signed by Employee and Employer’s Executive Committee.

   (a)  [DELETED]

 DELETED:  April 27, 2005

 By:  Richard S. Rabin

        /s/ Richard S. Rabin

 By:  Erwin Haitzmann

        /s/ Erwin Haitzmann

 By:  Peter Hoetzinger

        /s/ Peter Hoetzinger

6.Compensation.

(a)Salary. Employer will pay to Employee a yearly salary (“Base Salary”) of One Hundred Fifty Thousand Dollars ($150,000.00), payable on the payroll dates established by

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Employer from time to time. Once Employer’s proposed Edmonton property becomes operational, Employee’s salary shall be increased by the amount of $7,500 per year. Also, when Employer’s proposed Central City property becomes operational, Employee’s annual salary shall be increased by $7,500 per year.

(b)Bonus. Employee shall be eligible to receive a bonus, based upon satisfactorily reaching various budget and financial criteria that are established for each calendar year in question and are designated as pertaining to the bonus calculation. Employee shall only be eligible for such a bonus if he is employed on the last day of the calendar year to which the bonus applies. For 2004, any bonus shall be based on criteria related to Womacks Casino only. For 2005, any bonus shall be based on the performance of Womacks and on the on-time and on-budget delivery of the proposed properties in Edmonton and Central City. Should the on-time and on-budget delivery of the proposed properties be influenced in any direction by situations beyond Employee’s control, then Employee’s bonus shall be adjusted accordingly. The on-time and on-budget bonuses for the proposed properties in Edmonton and Central City shall be spelled out in the bonus agreements for 2005 resp. 2006, as the case may be. For subsequent years, Employee’s bonus shall be based on such criteria as the Employer establishes. The 2004 bonus calculations shall be in accordance with the annex enclosed at Exhibit A.

(c)Vacations/Sick Days. Employee will be entitled to paid vacations of three weeks per calendar year, in accordance with the procedures established by Employer. Any specific vacation of more than one week's duration is subject to the advance approval of Employer. Employee is entitled to four paid sick days per calendar year. Employee may accrue unused sick time from year to year up to a limit of eight days total sick days. No payments shall be made for accumulated sick days.

(d)Additional Benefits. Currently, Employee will be entitled to the following benefits: 401(k) and medical/hospitalization insurance in accordance with Employer’s normal policies, and the holidays observed by Employer pursuant to its normal policies by which employees are granted a day off with pay. In addition, Employee will be entitled to additional benefits in accordance with Employer's policies, as they may be established and modified by Employer from time to time, for persons holding similar positions with Employer, as determined by Employer in its sole discretion.

(e)Reimbursement of Business Expenses. Employer will reimburse all reasonable expenses incurred by Employee on behalf of Employer in connection with Employee’s performance of duties under this Agreement, in accordance with the Employer’s Travel Policy, and subject in each case to compliance by Employee with any reasonable requirements imposed by Employer concerning submission of invoices, prior approval, tax deductibility of expenses, and similar matters.

(f) Stock Options. Employee will be eligible to participate in any stock option plan and bonus plan or policy for persons holding similar positions with Employer that may be established by Employer. The number of options granted to Employee, if any, and the terms of such options are solely within the discretion of Employer’s Board of Directors and/or Employer’s Executive Committee, Incentive Plan Committee and/or Compensation Committee,

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 as the legal requirements may be, except that within thirty (30) days after a new Equity Incentive Plan has been approved by Employer’s shareholders, Employee shall be granted 25,000 options, and, in deviation from past policy, 10% of this number shall vest at the time of such grant, with 20% of this number vesting one year later, 30% one year after that and 40% in the year subsequent to that, subject to the approval of the relevant Committees of Employer’s Board of Directors. In case that there should not be a new Employee Equity Incentive Plan in 2005, then Employee shall be entitled to receive a cash payment calculated as the in-the-money-value that those 25,000 options, when vested, would have had if they had been granted. Further, Employee shall receive another 25,000 options on the date of the first contract extension, provided that the contract will have been extended by both parties. The strike price and vesting of these options will be in accordance with the Equity Incentive Plan and subject to the Incentive Plan Committee’s decisions in this regard.

7. Termination, Severance Pay and Restrictions Against Competition and Solicitation.

(a)Voluntary Termination by Employee.

(i) Employee agrees to give Employer at least sixty (60) days' notice prior to any voluntary termination of employment by Employee.

(ii) If Employee terminates employment voluntarily,

(A) Employee will receive all earned Base Salary only through the last day of Employee's employment with Employer (as well as reimbursement of expenses incurred through the last day of Employee's employment);

(B) The Noncompetition and Nonsolicitation Periods under Section 8 will end on the first anniversary of the last day of Employee's employment with Employer.

(iii) Employee and Employer acknowledge that Employee's knowledge of the particular operations of Employer will be difficult to replace and that the giving of 60 days' notice by Employee is necessary to enable Employer to obtain transition assistance.

(b) Termination by Employer Without Cause.

(i) Employer may terminate Employee's employment at any time, without Cause (as defined below).

(ii) If Employer terminates Employee's employment without Cause:

(A) Employee will receive all earned Base Salary through the last day of Employee's employment term including all mutually agreed extensions pursuant to Section 2 with Employer (as well as reimbursement of expenses incurred through the last dayof Employee's employment);

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(B) Employee's medical/hospitalization insurance will be continued for the remaining term of the Agreement, including all mutually agreed extensions pursuant to Section 2.

(C) The Noncompetition and Nonsolicitation Period under Section 8 will end six months after the last day of Employee’s employment with Employer. However, Employee can be released from his obligations under this subsection on mutual agreement of Employee and Employer.

(D) Employer will continue Employee’s normal pay for the remaining term of the Agreement, including all mutually agreed extensions pursuant to Section 2.

(E) Employee will also receive a payment equal to 50% of the bonus received by Employee for the year preceding his termination under this section.

(F) If Employee should be working somewhere else, then Employer does not have to pay Employee any longer. Irrespective of other clauses in this Agreement, the Non-Compete will be in effect as long as Employer pays Employee. Employer and Employee can mutually agree that Employee can look for other employment within the defined area.

(G) If Employee should be permitted to look for and subsequently find other employment, then Employer has the option to either continue to pay Employee or release Employee to this other employer with no further pay from Employer to Employee from the day Employee commences to work for this other employer.

  (c)Termination by Employer for Cause.

(i) Employer may terminate Employee's employment with Employer at any time, for Cause, upon notice to Employee. "Cause" means: (A) any fraud, theft or intentional misappropriation perpetrated by Employee against Employer; (B) conviction of Employee of a felony; (C) a material and willful breach of this Agreement by Employee, if Employee does not correct such breach within a reasonable period after Employer gives written notice to Employee (with such notice to specify in reasonable detail the action or inaction that constitutes such breach); (D) willful or gross misconduct by Employee in the performance of duties under this Agreement; (E) failure by Employee to maintain in good standing any license that Employee must hold based on the requirements of any regulatory body; (F) the chronic, repeated, or persistent failure of Employee in any material respect to perform Employee’s obligations as an Employee of Employer (other than by reason of a disability as determined under common law or any pertinent statutory provision, including without limitation the Americans With Disabilities Act), if Employee does not correct such failure within a reasonable period after Employer gives written notice to Employee (with such notice to specify in reasonable detail the action or inaction that constitutes such failure). Employer and Employee agree that the provisions of (F) are not intended to provide grounds for a termination for Cause merely because of an isolated failure on the part of Employee to satisfy performance goals set by Employer.

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(ii) If Employee is terminated for Cause,

(A) Employee will receive Base Salary only through the last day of Employee's employment with Employer (as well as reimbursement of expenses incurred through the last day of Employee's employment);

(B) The Noncompetition and Nonsolicitation Periods under Section 8 will end on the first anniversary of the last day of Employee's employment with Employer.

8.Noncompetition, Nonsolicitation, Disparagement.

(a) Covenant not to Compete. During the period that Employee is employed by Employer and thereafter for the pertinent Noncompetition Period, Employee (i) will not directly or indirectly own, control, operate, manage, consult for, own shares in, be employed by, or otherwise participate in any sole proprietorship, corporation, partnership, or other entity whose primary business is the Business (as defined below), within 100 miles of any location in which Employer operates, or has any interest in, any casino or other entity in which legal gambling is permitted or undertaken and (ii) will not solicit any actual or potential customers of Employer, any consultants to any such actual or potential customers, or any suppliers of Employer. The “Business” means any of the following: the operation or management of any casino or other entity in which legal gambling of any form is permitted or undertaken. (The restrictions in 8(a)(i) above, shall also include any location in which the Employer has proposed to do Business, or has made plans to make such a proposal.) Notwithstanding the foregoing restriction, Employee may own beneficially, or of record, less than two percent of the outstanding shares or other equity interests of any entity in the Business whose stock is traded publicly on NASDAQ or another nationally recognized stock exchange. The parties specifically

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agree that the Noncompetition Periods specified in paragraph 7 and the geographical scope discussed above are reasonably necessary to protect Employer’s interests, including Employer’s trade secrets.

(b)Nonsolicitation. During the period that Employee is employed by Employer and thereafter for the pertinent Nonsolicitation Period, Employee will not solicit or attempt to solicit for employment, for any other employer, any person while such person is an employee or consultant of Employer or of any subsidiary or parent company of Employer, and Employee will not solicit for employment or employ any such person within six months after such person ceases to be an employee or consultant of Employer.

(c)Disparagement. During the Nonsolicitation Period, Employee will not disparage, criticize, or demean Employer, its reputation, employees, directors, Officers, services, products, manner of conducting business, customers, or suppliers, or any other aspect of Employer, by any communication whatsoever. Likewise, during this Period, the Employer will respond to requests for information concerning Employee’s employment with a neutral response reflecting Employee’s dates of employment, positions held and ending pay rate.

9.Confidential Information, Trade Secrets and Intellectual Property.

(a)Confidential Information. Employee acknowledges that information, observations, and data (including but not limited to customer/client lists) obtained by Employee, both prior to the Effective Date and after the Effective Date, concerning the business or affairs of Employer, constitute confidential information, are trade secrets, are the property of Employer, and are essential and confidential components of Employer's business. Employee will not at any time, either during or after employment with Employer, directly or indirectly disclose to any person or use any of such information, observations or data, except as required by Employee’s duties in the course of Employee's employment with Employer, and except to the extent that:

(i) the information was within the public domain at the time it was provided to Employee;

(ii) the information was published or otherwise became part of the public domain after it was provided to Employee through no fault of Employee;

(iii) the information already was in Employee's possession at the time Employer disclosed it to Employee, was not acquired by Employee directly or indirectly from anyone with a duty of confidentiality to Employer, and was not acquired by Employee under circumstances in which Employee already was an employee of or a consultant to Employer, or had a duty of confidentiality to Employer; or

(iv) the information is required to be disclosed (A) by any federal or state law rule or regulation, (B) by any applicable judgment, order, or decree of any court, governmental agency or arbitrator having or purporting to have jurisdiction in the matter, or (C) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding, but if Employee proposes to disclose the information in accordance with (A), (B), or (C), Employee will first give Employer reasonable prior notice of the proposed disclosure of any such information so as to provide Employer an opportunity to consult with Employee as to the applicability of such law, rule, or regulation or to appear before any court, governmental agency, or arbitrator in order to contest the disclosure, as the case may be, and prior to any such disclosure will redact confidential information to the maximum extent permissible.

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(b)Return of Documents, Etc. Immediately upon termination of Employee's employment with Employer or at any time upon notice to Employee from Employer, Employee will deliver to Employer all memoranda, notes, plans, records, reports, and other documents and information provided to Employee by Employer or created by Employee in connection with Employee's employment, including, but not limited to information stored in electronic format on PCs, laptops, external hard disks, CDs, etc. and all copies of all such documents in any tangible form which Employee may then possess or have under Employee's control, and will destroy all of such information in intangible form which is in Employee's possession or under Employee's control.

10.Survival of Obligations Upon Employee's Termination. The obligations of Employee in Sections 8 and 9 will survive the termination of Employee's employment with Employer. The obligations of Employee in Section 9 will survive the termination of Employee's employment with Employer without limitation, whether initiated by Employee or by Employer, and will continue until Employer consents in writing to the release of Employee's obligations under Section 9 this Agreement.

11.Remedy for Breach. Both Employee and Employer expressly acknowledge that the subject matter of this Agreement is unique, and that any breach of Employee's obligations under Sections 8 and 9 is likely to result in irreparable injury to Employer, and the parties therefore expressly agree that Employer will be entitled to obtain specific performance of this Agreement through injunctive relief and such ancillary remedies of an equitable nature as a court may deem appropriate. Such equitable relief will be in addition to, and the availability of such equitable relief will not preclude, any legal remedies or other remedies, which might be available to such party. If Employee breaches any provisions in Sections 8 or 9, Employer is entitled to apply for equitable relief in the Colorado District Court, Fourth Judicial District, prior to initiation of mediation. Employer's application for temporary injunctive relief will not limit Employer from pursuing any other available remedies for such breach. Employee specifically agrees with the designation of this court and waives any objection or defense based on forum non-conveniens, improper venue or lack of personal jurisdiction.

12.Severability. Each provision of this Agreement is intended to be severable, and if any portion of this Agreement is held invalid, illegal, unenforceable or void for any reason,

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the remainder of this Agreement will nonetheless remain in full force and effect. Any portion held to be invalid, unenforceable, or void will, if possible, be deemed amended or reduced in scope, but such amendment or reduction in scope will be made only to the minimum extent required for causing such portion to be valid and enforceable.

13.General Acknowledgments. Employee and Employer expressly agree that the restrictions on Employee's activities imposed under Section 8 are reasonable in their temporal and geographic scope and with respect to the nature of the activities so restricted and that the restrictions on Employee's activities imposed under Section 9 are reasonable and necessary to protect the trade secrets and other Confidential Information of Employer. The parties expressly agree that (i) Employee is benefitted by these restrictions, insofar as other persons in similar managerial positions with Employer have entered or will enter into similar agreements with Employer, (ii) these restrictions are reasonable and necessary to protect Employer and its subsidiaries from loss of property rights and from competing efforts, and (iii) because of these restrictions Employer is willing to share its trade secrets and confidential information with Employee to enable Employee to perform his or her duties. The parties further expressly agree that, if any court of competent jurisdiction determines that any provision of Section 8 or Section 9 is unreasonable, the court will not declare the provision invalid, but rather will reform and modify the provision, and enforce the provision as reformed and modified, to the maximum extent permitted by law. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Employer of the provisions of Section 8 or Section 9.

14.Non-Waiver. The failure to enforce any right arising under this Agreement or any similar agreement on one or more occasions will not be deemed or construed to be a waiver of that right under this Agreement or any other agreement on any other occasion, or of any other right on that occasion or any other occasion.

15.Employee Warranties. Employee warrants to Employer that, as of the Effective Date, (a) Employee is not employed and is not a party to another employment contract, express or implied; (b) Employee has no other obligation, contractual or otherwise, which would prevent Employee from entering into this Agreement and from complying with its provisions; (c) Employee does not possess, and will not utilize during Employee's employment with Employer, any confidential information obtained by Employee through or in connection with any prior employment, relating to any prior employer's business, products, services, techniques, methods, systems, plans, policies, prices, customers, prospective customers, or employees; and (d) Employee has given Employer timely written notice of any of Employee's prior employment agreements or patent rights that might conflict with any interest of Employer and has provided Employer with a copy of such agreements or patent rights, including any applications for such rights.

16.Dispute Resolution. Subject to Employer’s right to seek equitable relief under Section 11, which is not affected by this Section, Employer and Employee agree to submit to final, binding arbitration, any and all claims, disputes or controversies between Employee and Employer, any business affiliated with Employer, or any of the respective directors, managers, employees or agents of such businesses, including, but not limited to, claims, disputes or

9

controversies arising out of or related to this Agreement or the breach thereof. The parties agree that such arbitration is pursuant to the Federal Arbitration Act. The arbitration shall be governed by the then-existing rules of the American Arbitration Association for Commercial Arbitration and will be held in Colorado Springs, Colorado. The arbitrator will be selected pursuant to the mutual agreement of the parties, and, if the parties are unable to agree, the arbitrator will be designated by the Chief Judge of the Fourth Judicial District Court, State of Colorado. The award rendered by the arbitrator shall be enforced, if necessary, in the United States District Court for the District of Colorado. The arbitrator shall apply the substantive law of the State of Colorado and may award any relief recognized by Colorado law, which could be awarded by a District Court of the State of Colorado, including injunctive relief and attorney’s fees. The arbitrator shall award reasonable attorney’s fees and costs to the prevailing party.

17.Integration Clause and Modification. This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, prior agreements, and all other communications between the parties, oral or in writing, relating to the subject matter of this Agreement. This Agreement may be amended or superseded only by an agreement in writing, signed by Employee and the CEO of Employer.

18. Notices. All notices, requests, demands, claims, and other communications under this Agreement must be in writing. Any notice, request, demand, claim, or other communication under this Agreement will be deemed duly given only if it is sent by registered or certified mail, return receipt requested, postage prepaid, or by courier, by facsimile, or email message, and must be addressed to the intended recipient as follows:

If to Employer, to:___________________________________

 ___________________________________

 ___________________________________

If to Employee: to Employee's residence, as shown on Employer's records.

Notices will be deemed given and received three days after mailing if sent by certified mail, when delivered if sent by courier, and one business day after receipt of confirmation by person or machine if sent by telecopy, facsimile, or email transmission. Either party may change the address to which notices, requests, demands, claims and other communications under this Agreement are to be delivered by giving the other party notice in the manner set forth above.

Any notice sent by email to Employer will be to the following address: ___________________.

Any notice sent by email to Employee will be to the following address: ___________________.

19.Governing Law and Forum. This Agreement will be governed by and construed according to the internal laws of the State of Colorado, without regard to conflict of law principles, except Section 16, which will be governed and construed according to the Federal Arbitration Act, except as otherwise provided in Section 16. The parties further agree that any disputes arising under this Agreement and any action brought to enforce this Agreement must be brought exclusively in the Colorado District Court, Fourth Judicial District, and the parties consent to personal jurisdiction of such court and waive any objection or defense of forum non-conveniens, improper venue or lack of personal jurisdiction.

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20.Acknowledgment by Employee. Employee has been afforded the opportunity to read, reflect upon and consider the terms of this Agreement, has been afforded the opportunity to discuss this Agreement with Employee's attorney or other advisor or counselor, has read this entire Agreement, fully understands its terms, has voluntarily executed this Agreement, and has retained one copy of this executed Agreement for Employee's records. Furthermore, Employee acknowledges and agrees that should Employee obtain employment after the termination of this Agreement, Employer may communicate with a subsequent employer and show a copy of this Agreement to a subsequent employer, for the purpose of informing a subsequent employer about Employer’s rights and Employee’s obligations under this Agreement.

ACCEPTED AND AGREED:ACCEPTED AND AGREED:

by: /s/ Erwin Haitzmann, Employer  by: /s/ Richard Rabin, Employee

Title: Chairman  and CEO

by: /s/ Peter Hoetzinger, Employer    

Title: Vice Chairman and President

Date: July 20, 2004    Date: June 19, 2004

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EXHIBIT A

Annex Concerning 2004 Bonus

Employee’s 2004 bonus shall be included as follows:

1. If the budget for Womacks Casino is reached, that is Earnings Before Interest, Tax Depreciation and Amortization (“EBITDA”) of $9,460,000, Employee shall receive a bonus equal to 40% of his salary received for 2004.

2. If Womacks’ EBITDA is between $9,460,000 and $10,000,000, Employee will receive an additional bonus equal to three percent of the EBITDA above $9,460,000.

3. If Womacks’ EBITDA is between $10,000,000 and $10,500,000, then Employee will receive, in addition to the amounts in 1 and 2 above, an additional amount equal to 4.5% of the EBITDA above $10,000,000.

4. If Womacks’ EBITDA is higher than $10,500,000, then the Employee, in addition to the amounts in 1, 2 and 3 above, will receive an additional 7.5% of the EBITDA above $10,500,000.

5. If certain non-quantative goals have been met (personal commitment component of bonus), then the Employee will receive an additional 10% of his salary earned during 2004. The personal commitment goals shall be established by the Employee and Employer.

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Erwin Haitzmann, certify that:

1. I have reviewed this annual report on Form 10-K/A of Century Casinos, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. [INTENTIONALLY OMITTED]

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2005

By: /s/ Erwin Haitzmann

Erwin Haitzmann

Chairman and Co-Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Peter Hoetzinger, certify that:

1. I have reviewed this annual report on Form 10-K/A of Century Casinos, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. [INTENTIONALLY OMITTED]

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2005

By: /s/ Peter Hoetzinger

Peter Hoetzinger

Vice-Chairman, President and Co-Chief Executive Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATIONS

I, Larry Hannappel, certify that:

1. I have reviewed this annual report on Form 10-K/A of Century Casinos, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. [INTENTIONALLY OMITTED]

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2005

By: /s/ Larry Hannappel

Larry Hannappel

Senior Vice-President, Secretary and Treasurer

EX-31.4

EXHIBIT 31.4

CERTIFICATIONS

I, Ray Sienko, certify that:

1. I have reviewed this annual report on Form 10-K/A of Century Casinos, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. [INTENTIONALLY OMITTED]

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2005

By: /s/ Ray Sienko

Ray Sienko

Chief Accounting Officer