Edgar Filing: CENTURY CASINOS INC /CO/

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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CENTURY CASINOS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CENTURY CASINOS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of Century
Casinos, Inc. (the "Company"), a Delaware corporation, will be convened on
Monday, May 17, 2004, at the Marriott Hotel, Prague 1, Czech Republic at 18:00
hrs Central European Time (10:00 a.m. Mountain Time, 12:00 p.m. Eastern Time),
for the following purposes:

1. To elect two Class I directors to the Board of Directors;
and

2. To transact such other business as may properly come before the meeting in
accordance with the Company's bylaws or any adjournment thereof.

STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON OR BY
CALLING 888-222-0389 (U.S. TOLL FREE), + 1 706-679-8462 (INTERNATIONAL CALL IN),
0 800 281 475 (AUSTRIAN TOLL FREE), OR 0 800 181 5287 (GERMAN TOLL FREE).
STOCKHOLDERS WHO CANNOT ATTEND IN PERSON SHOULD VOTE BY USING THE ENCLOSED
PROXY.

PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. YOUR VOTE IS IMPORTANT.

By order of the Board of Directors

/s/ Erwin Haitzmann

Erwin Haitzmann
Chairman of the Board

Cripple Creek, CO
April 1, 2004

CENTURY CASINOS, INC.
157 East Warren Avenue
Cripple Creek, CO 80813

PROXY STATEMENT

Annual Meeting of Stockholders
To Be Held on May 17, 2004

IN GENERAL

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Century Casinos, Inc. (the "Company"), to
be used at the Annual Meeting of Stockholders (the "Meeting") to be held on May
17, 2004 at the Marriott Hotel, Prague 1, Czech Republic at 18:00 Central
European Time (10:00 a.m. Mountain Time and 12:00 p.m. Eastern Time) for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
The enclosed material was mailed on or about April 16, 2004 to stockholders of
the Company.

All properly executed proxies received at or prior to the Meeting will be
voted at the Meeting. If a stockholder directs how a proxy is to be voted with
respect to the business coming before the meeting, the proxy will be voted in
accordance with the stockholder's directions. If a stockholder does not direct
how a proxy is to be voted, it will be voted in favor of the election of the
nominees to the Board of Directors named in this proxy statement. A proxy may be
revoked at any time before it is exercised by giving written notice to the
Secretary of the Company at the above address or by a subsequently executed
proxy. Stockholders may vote their shares in person if they attend the Meeting,
even if they have executed and returned a proxy. If no instructions are
indicated on the proxy, the shares will be voted in favor of the proposals that
have been brought forward in accordance with the Company's bylaws to be
considered at the Meeting.

The matters to be brought before the Meeting are the election of two Class
I directors of the Board of Directors, and the transaction of such other
business as may properly come before the meeting in accordance with the
Company's bylaws or any adjournment thereof.

Expenses in connection with the solicitation of proxies in regard to the
proposals brought forward by the Company and included in this proxy statement
will be paid by the Company. Proxies are being solicited by mail, and, in
addition, directors, officers and regular employees of the Company (who will not
receive any additional compensation) may solicit proxies personally, by
telephone, by email, or by special correspondence. The Company will reimburse
brokerage firms and others for their expenses in forwarding proxy materials to
the beneficial owners of the Company's common stock.

VOTING SECURITIES

Only stockholders of record at the close of business on March 19, 2004,
will be entitled to vote at the Meeting. On that date, there were issued and
outstanding 13,681,900 shares of the Company's $.01 par value common stock, the
only class of voting securities of the Company. Each share of common stock is
entitled to one vote per share. Cumulative voting in the election of directors
is not permitted.

A majority of the number of the outstanding shares of common stock,
represented either in person or by proxy, will constitute a quorum for the
transaction of business at the Meeting. Of the votes cast at the Meeting, a vote
of the holders of a majority of the common stock present, either in person or by
proxy, is required to elect each director nominee.

In accordance with Delaware law, a stockholder entitled to vote for the
election of directors can withhold authority to vote for certain nominees for
director. Abstentions are counted for purposes of determining a quorum to
conduct business, but are ignored in vote tabulation, thereby having the same
effect as a vote against any proposal. The inspectors of election will treat any
shares held by brokers or nominees for which they have no discretionary power to
vote on a particular matter and for which they have received no instructions
from the beneficial owners or persons entitled to vote ("broker non-votes") as
shares that are present for purposes of determining the presence of a quorum.
However, for purposes of determining the outcome of any matters as to which the
broker has indicated on the Proxy that it does not have discretionary authority
to vote, those shares will be treated as not entitled to vote with respect to
that matter (even though those shares may be entitled to vote on other matters).

All shares of Common Stock will vote as a single class. The Company's
Certificate of Incorporation does not provide for cumulative voting rights.

STOCKHOLDER PROPOSALS

If you wish to present a proposal for inclusion in the proxy statement and
form of proxy for consideration at our 2005 Annual Meeting of Stockholders, you
must submit your proposals to the attention of our Secretary at our principal
executive office no later than December 17, 2004. In order for a stockholder
proposal to be properly considered at the 2005 Annual Meeting, our Secretary
must have received notice of the proposal not less than 120 days nor more than
180 days prior to the meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 19, 2004, 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 and Lloyd I. Miller, III, are or
were officers or directors of the Company in 2003.

---------------------------------------------- ------------------------------ ------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT OF CLASS
BENEFICIALLY OWNED
============================================== ============================== ========================
Erwin Haitzmann 1,960,000 (a) 13.1%
c/o Century Casinos, Inc.
157 East Warren Ave.
Cripple Creek, CO 80813

---------------------------------------------- ------------------------------ ------------------------
Peter Hoetzinger 1,168,078 (b) 8.1%
c/o Century Casinos, Inc.
157 East Warren Ave.
Cripple Creek, CO 80813

---------------------------------------------- ------------------------------ ------------------------
James Forbes 506,900 3.7%
34 Buffalo Thorn Rd.
Fourways, Johannesburg
South Africa 2055

---------------------------------------------- ------------------------------ ------------------------
Robert S. Eichberg 60,000 (c) (f)
1801 California St. Ste. 4650
Denver, CO 80202

---------------------------------------------- ------------------------------ ------------------------
Gottfried Schellmann 99,000 (c) (f)
Bahnhofplatz 1A
2340 Moedling,
Austria/Europe

---------------------------------------------- ------------------------------ ------------------------
Dinah Corbaci 30,000 (d) (f)
Schlossgasse 1
A-1050 Wien
Austria/ Europe

---------------------------------------------- ------------------------------ ------------------------
Larry Hannappel 47,500 (e) (f)
c/o Century Casinos, Inc.
157 East Warren Ave.
Cripple Creek, CO 80813

---------------------------------------------- ------------------------------ ------------------------
All Officers and Directors as a Group (seven 3,871,478 24.4%
persons)
---------------------------------------------- ------------------------------ ------------------------

Thomas Graf 2,494,300 [g] 18.2%
Liechtensteinstrasse 54
A-2344 Maria Enzersdorf
Austria/Europe

---------------------------------------------- ------------------------------ ------------------------
Lloyd I. Miller, III 2,553,173 [h] 18.7%
4550 Gordon Drive
Naples, FL 34102

---------------------------------------------- ------------------------------ ------------------------
PNC Financial Services Group 1,229,389 [i] 9.0%
249 Fifth Avenue
Pittsburgh, PA 15265

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

(a) Includes: (i) non-statutory stock options for 950,000 shares
exercisable at $1.50 per share, and 350,000 shares exercisable at
$0.75 per share; (ii) 550,000 shares owned and held by The Haitzmann
Family Foundation.

During 2003, Mr. Haitzmann transferred 300,000 non-statutory stock
options exercisable at $0.75 per share to The Haitzmann Family
Foundation.

In March 2004, the Company granted non-statutory stock options to
purchase 628,105 shares of common stock exercisable at $2.93 per share
to Mr. Haitzmann, who subsequently transferred the options to The
Haitzmann Family Foundation. These shares are not included in the
number of shares beneficially owned as these options are not
exercisable within 60 days of March 19, 2004.

(b) Includes: (i) non-statutory stock options for 543,000 shares
exercisable at $1.50 per share and 250,000 shares exercisable at $0.75
per share; (ii) 100,000 shares held by Mr. Hoetzinger's spouse; and
(iii) 143,728 shares owned and held by The Hoetzinger Family
Foundation.

During 2003, Mr. Hoetzinger transferred 200,000 non-statutory stock
options exercisable at $0.75 per share to The Hoetzinger Family
Foundation.

In March 2004, the Company granted non-statutory stock options to
purchase 628,105 shares of common stock exercisable at $2.93 per share
to Mr. Hoetzinger, who subsequently transferred the options to The
Hoetzinger Family Foundation. These shares are not included in the
number of shares beneficially owned as these options are not
exercisable within 60 days of March 19, 2004.

(c) Includes: (i) stock options for 20,000 shares exercisable at $1.00 per
share; and (ii) stock options for 10,000 shares exercisable at $2.12
per share.

(d) Includes: (i) stock options for 10,000 shares exercisable at $2.12 per
share.

e) Includes: (i) incentive stock options for 10,000 shares exercisable at
$0.75 per share; (ii) incentive stock options for 22,500 shares
exercisable at $1.50 per share; and (iii) incentive stock options for
5,000 shares exercisable at $2.25 per share.

In March 2004, the Company granted incentive stock options to purchase
27,500 shares of common stock exercisable at $2.93 per share to Mr.
Hannappel. These shares are not included in the number of shares
beneficially owned as these options are not exercisable within 60 days
of March 19, 2004.

(f) Less than 1%.

(g) Based on the Company's records.

(h) As reported on Schedule 13G/A filed with the Securities and Exchange
Commission on February 17, 2004. Includes 1,229,389 shares held in
trust at PNC Financial Services Group of which PNC Financial Services
Group is also listed as beneficial owner.

(i) As reported on Schedule 13G/A filed with the Securities and Exchange
Commission on February 17, 2004. The total shares of Common Stock
reported herein are held in Trust Accounts created by an Amended and
Restated Trust Agreement dated September 20, 1983, in which Lloyd I.
Miller, Jr. was Grantor and for which PNC Bank, National Association
serves as Trustee.

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

Information regarding the Board of Directors and executive officers of the
Company, as of March 19, 2004 is as follows:

Officer or
Name Age Positions Held Director Since
--------------------------------------------------------------------------------

Erwin Haitzmann 50 Chairman of the Board & March 1994
Chief Executive Officer

Peter Hoetzinger 41 Vice Chairman of the Board March 1994
& President

Robert S. Eichberg 57 Director January 1997

Gottfried Schellmann 50 Director January 1997

Dinah Corbaci 49 Director April 2000

Larry Hannappel 51 Chief Accounting Officer, October 1999
Secretary & Treasurer

Erwin Haitzmann holds a Doctorate and a Masters degree in Social and
Economic Sciences from the University of Linz, Austria (1980), and has 29 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 1996, where he has
been employed since, as shareholder and President.

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). She joined IBM Austria in 1984, where she is
responsible as Account Manager for large government customers, with a special
focus on e-business for large IBM mainframe hardware and e-government solutions.

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, and was appointed as Secretary of the
Company in March 2000 and Treasurer in June 2001.

Effective May 1, 2003, James Forbes resigned as a member of the Company's
Board of Directors and as an employee of the Company, but will continue as a
member of the Board of Directors of Century Casinos Caledon Proprietary Limited,
and will focus his attention on the project in Johannesburg, in the Gauteng
province of South Africa, pursuant to the terms of a consulting agreement
between Century Casinos Inc. and Respond Limited, a management company
controlled by him. Mr. Forbes was employed full-time by the Company from
February 1993 until his resignation.

After the resignation of Mr. Forbes, the Company's Board of Directors
discussed this issue and determined that the current, uneven number of
directors, set at five, is the ideal number of directors at present. The Board
also concluded that the level of expertise available to it through its members
of the Board continues to be satisfactory for both its short and long term
goals. The Board further discussed and agreed that because the majority of the
Board members are outside, independent members, there is no need for adding
another member to the Board.

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

CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS

The Board of Directors held one (1) meeting during 2003, and on several
occasions executed unanimous written consents in lieu of meetings, in accordance
with Delaware law. Each director attended at least 75% of the meetings of the
Board of Directors, and of each committee on which he or she sits.

The Company's policy regarding attendance by members of the Board of
Directors at the Company's annual meeting of stockholders is to encourage
directors to attend, either in person or by teleconference, subject to their
availability during that time. In 2003, three (3) members of the board attended
the annual meeting.

The Company has an Audit Committee of the Board of Directors, which is
comprised of Robert S. Eichberg (Chairman), Gottfried Schellmann and Dinah
Corbaci. The Audit Committee selects and appoints the Company's independent
auditors, reviews the performance of the independent auditors, and approves
independent auditor's fees. The Audit Committee also reviews the independence of
such accountants from the Company's management, the Company's annual and
quarterly financial statements and the Company's system of internal controls.
During 2003, the Audit Committee held four (4) meetings. On March 29, 2004, the
Board of Directors adopted the "Amended and Restated Charter and Powers of Audit
Committee," which is attached as Exhibit A to this Proxy Statement.

The Board of Directors and the Audit Committee believe that the Audit
Committee's current composition satisfies the applicable rules and
pronouncements of the National Association of Securities Dealers, Inc. ("NASD")
and the Securities and Exchange Commission that govern audit committee
selection, experience, and composition, including the requirement that audit
committee members all be "independent directors" as that term is defined by such
rules.

The Compensation Committee of the Board of Directors is comprised of Dinah
Corbaci, Erwin Haitzmann and Peter Hoetzinger . The Compensation Committee
recommends the total compensation to be paid to each of the Company's executive
officers on an annual basis, and periodically sets compensation for the
Company's non-employee directors. The members of the Committee who are employed
by the Company do not participate in discussions relating to, or in formulating
the Committee's recommendation of, their own compensation. The Compensation
Committee presents its recommendations relating to management compensation to
the full Board of Directors, who vote on whether to approve the Committee's
recommendations. If all of the independent directors failed to approve the
Committee's recommended compensation for any particular officer, the Committee
would reformulate its recommendation, taking into account the objections of the
independent directors to the initial compensation recommended for such officer.
During 2003, the Compensation Committee held one (1) meeting.

The Incentive Plan Committee of the Board of Directors is comprised of
Erwin Haitzmann, Peter Hoetzinger, Gottfried Schellmann and Dinah Corbaci. The
Incentive Plan Committee oversees and awards equity incentives to eligible
employees of the Company pursuant to the Company's Employee Equity Incentive
Plan, as amended and restated. The members of the Committee who are employed by
the Company do not participate in discussions relating to, or in formulating the
Committee's recommendation of, their own compensation. During 2003, the
Incentive Plan Committee had one (1) meeting.

The Company has no standing nominating committee. All of the directors
participate in the consideration of director nominees, but the Company's
nominations must be approved by a majority of the independent directors in order
to be presented to the stockholders. The board does not have an express policy
with regard to the consideration of any director candidates recommended by
stockholders, because the Company's bylaws permit any stockholder to nominate
director candidates, and the board believes it can adequately evaluate any such
nominees on a case by case basis. The board will consider director candidates
proposed in accordance with the procedures set forth under "Stockholder
Communication" below, and will evaluate stockholder-recommended candidates under
the same criteria as internally generated candidates. The general criteria the
Board uses to select nominees are:

o Such individual's reputation for integrity, honesty and adherence to
high ethical standards;

o Demonstrated business acumen;

o Experience and ability to exercise sound judgments in matters that
relate to the current and long-term objectives of the Company;

o Willingness and ability to contribute positively to the decision
making process of the Company;

o Commitment to understand the Company and its industry and to regularly
attend and participate in meetings of the Board and its committees;

o Interest and ability to understand the sometimes conflicting interests
of the various constituencies of the Company, which include
shareholders, employees, customers, governmental units, creditors, and
general public;

o Ability to act in the interest of all stakeholders;

o Shall not have, or appear to have, a conflict of interest that would
impair the nominee's ability to represent the interests of all
Company's shareholders and to fulfill the responsibilities of a
director;

o Understanding the complexity of diverse international business
structures.

It is the Board of Directors' view, considering the size of the Company and the
composition of the Board of directors, which is comprised of five directors,
three of whom are independent, that the Board of Directors can select nominees
to the Board meeting these criteria without a separate nominating committee.

Pursuant to Section 406 of the Sarbanes - Oxley Act of 2002, the Company
has adopted a Code of Ethics that applies to all directors, officers and
employees, including the Company's Chief Executive Officer, President, and
Principal Accounting Officer. The complete text of this Code of Ethics was filed
as an exhibit to the Company's Annual Report on Form 10-K for the period ended
December 31, 2003.

Stockholder Communication

Stockholders or other interested parties may communicate with the Company's
Board of Directors, any individual director, or members of any board committee.
Stockholders should send any communications to investor@cnty.com, and identify
the intended recipient or recipients. All communications addressed to the board
of directors or any identified director or directors will be forwarded to the
identified person or persons.

In order to nominate candidates for election to the Company's board,
nominations must be timely received from a stockholder of record at the
Company's principal executive office, and must set forth the name, age, business
address and residence address of each nominee, the nominees' principal
occupations or employment, the number of shares of the Company's common stock
owned by each nominee, and information required to be disclosed regarding each
nominee by applicable laws. The nomination must also state the name and address
of the stockholder making such nominations, and the number of shares of the
Company's stock owned by such person. Further requirements regarding stockholder
nominations are set forth in the Company's bylaws, which any stockholder
desiring to make a nomination should carefully read.

EXECUTIVE COMPENSATION

The table below sets forth executive compensation during 2003, 2002 and
2001 to the Chairman of the Board and Chief Executive Officer of the Company,
Erwin Haitzmann, and to all other executive officers who received greater than
$100,000 in compensation in 2003, 2002 or 2001.

Summary Compensation Table

Awards Payouts
----------------------------- -------------------
Salary Bonus Other Restricted Securities LTIP All
Annual Stock Awards Underlying Payouts Other
Compen Options/ Compen
sation SARs sation
Name & Principal (d) (e)
Position Year ($) ($) ($) ($) (#) ($) ($)
-----------------------------------------------------------------------------------------------------------------------
Erwin Haitzmann (a) 2003 180,737 262,390 6,930 -
Chairman of the Board 2002 178,605 247,763 5,771 -
And Chief Executive 2001 133,944 248,993 8,801 -
Officer

Peter Hoetzinger (b) 2003 191,357 251,800 6,930 -
Vice-Chairman 2002 183,432 243,002 5,771 -
of the Board 2001 160,975 223,484 5,452 -
And President

James D. Forbes (c) 2003 184,748 - - 84,436
Director 2002 166,589 20,000 26,000 -
2001 150,000 2,685 39,000 2,250

Larry Hannappel 2003 80,507 60,000 - 1,200
Chief Accounting 2002 80,507 60,000 - 1,200
Officer, 2001 80,508 50,000 - 1,374
Secretary & Treasurer

(a) Salary for 2003 includes $144,000 paid to Flyfish Casino Consulting AG for
the benefit of Mr. Haitzmann's Family Foundation pursuant to a management
agreement entered into on March 1, 2001 and amended October 11, 2001 and
October 12, 2002. Mr. Haitzmann's bonus for 2003 was paid to Flyfish Casino
Consulting AG for the benefit of Mr. Haitzmann's Family Foundation.

(b) Salary for 2003 includes $120,000 paid to Focus Casino Consulting AG for
the benefit of Mr. Hoetzinger's Family Foundation, pursuant to a management
agreement entered into on March 1, 2001 and amended October 11, 2001 and
October 12, 2002. Mr. Hoetzinger's bonus for 2003 was paid to Focus Casino
Consulting AG for the benefit of Mr. Hoetzinger's Family Foundation.

(c) Salary for 2003 includes $120,000 paid to Respond Limited, for the benefit
of Mr. Forbes, pursuant to a management agreement with the Company dated
January

1, 2002 and the Agreement of Termination of Management Agreement
Incorporating New Consulting Agreement dated May 1, 2003. All other
compensation for 2003 represents ordinary income recognized by Mr. Forbes
on the sale of stock to the Company at the market price at the time of the
transaction.

(d) Amounts for 2003, 2002 and 2001, respectively, include reimbursement for
estimated income taxes, associated with perquisites, of $3,465, $2,886, and
$482 for Mr. Haitzmann; $3,465, $2,886, and $0 for Mr. Hoetzinger; $0,
$10,400, and $7,800 for Mr. Forbes.

(e) Consists solely of Company's matching contributions to the 401(k) Savings
and Retirement Plan, except for Mr. Forbes in 2004, which is described in
(c).

STOCK OPTION GRANTS IN LAST FISCAL YEAR

There were no grants of stock options during 2003 to purchase shares of
common stock of the Company to any of the Company's executive officers.

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 AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth the aggregate options held by certain
executive officers of the Company and options that were exercised by the
specified officers in 2003.

In the second quarter of 2003, James Forbes, a director of the Company at
the time, in accordance with the Company's Employee's Equity Incentive Plan
("EEIP"), exercised all 618,000 of his outstanding options, carrying an average
strike price of $1.306. The shares were issued out of treasury stock and payment
for the options was made by transferring 357,080 shares of common stock that the
director had owned since 1994 to the Company at a per share price of $2.26
established at the close of market on April 16, 2003.

------------------- --------------- ------------------ -------------------------------- ---------------------------------
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON VALUE REALIZED UNDERLYING OPTIONS AT DECEMBER IN-THE-MONEY OPTIONS AT
NAME EXERCISE 31, 2003 EXERCISABLE/ DECEMBER 31, 2003 EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
=================== =============== ================== ================================ =================================

Erwin Haitzmann, - - 1,300,000 / -0- (a) $2,641,500 / -0- (c)
Chairman of the
Board and Chief
Executive Officer
------------------- --------------- ------------------ -------------------------------- ---------------------------------

Peter Hoetzinger, - - 793,000 / -0- (b) $1,638,690 / -0- (c)
Vice Chairman of
the Board and
President

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

Larry Hannappel, - - 37,500 / -0- $72,375 / -0- (c)
Chief Accounting
Officer,
Secretary &
Treasurer

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

James Forbes 618,000 $589,680 (d) -0-/ -0- -0-/ -0-
------------------- --------------- ------------------ -------------------------------- ---------------------------------

(a) Includes 1,300,000 options held by The Haitzmann Family Foundation. (See
Certain Relationships and Related Transactions)

(b) Includes 793,000 options held by The Hoetzinger Family Foundation. (See
Certain Relationships and Related Transactions)

(c) Based on the closing bid price ($3.33) of the Company's common stock on the
NASDAQ Stock Market on December 31, 2003.

(d) Based on the closing bid price ($2.26) of the Company's stock on the NASDAQ
Stock Market on April 16, 2003, the date that options were exercised.

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 1998, upon joining the Board of Directors,
both Eichberg and Schellmann received options to purchase 10,000 shares of the
Company's common stock. The options had a five-year term. In 1999, Both Messrs.
Eichberg and Schellmann received options to purchase an additional 10,000 shares
of the Company's stock, which had a four-year term and were exercisable at $.75
per share. In February 2000, both Messrs. Eichberg and Schellmann received
options to purchase an additional 20,000 shares of the Company's stock; these
options have a five-year term and are exercisable at $1.00 per share. Upon
joining the Board of Directors in April, 2000, Dr. Corbaci received options to
purchase 20,000 shares of the Company's stock, which had a five-year term and
were exercisable at $1.75 per share. In February 2002, both Messrs. Eichberg and
Schellmann and Dr. Corbaci received options to purchase 10,000 shares of the
Company's stock, which have a five-year term and are exercisable at $2.12 per
share. 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.

Stock Option Exercises - In December 2002, Mr. Eichberg exercised his
options for 10,000 shares of the Company's stock at $0.938 per share and in
January 2003, Mr. Eichberg exercised his options for 10,000 shares at $0.75 per
share. In December 2002, Mr. Schellmann exercised his options for 10,000 shares
of the Company's stock at $0.938 per share and 10,000 shares at $0.75 per share.
In December 2003, Dr. Corbaci exercised her option for 20,000 shares at $1.75
per share.

(b) Compensation, Reimbursement - The outside directors receive $1,000 per
Board or committee meeting attended and the Company will pay for reasonable
expenses incurred in conjunction with those meetings. In addition, the outside
directors receive $1,000 per gaming application filed with gaming regulators to
compensate them for their time spent in connection with the application.

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. The agreements are
automatically renewable for successive periods of five years each, unless sooner
terminated by either the Company or the employee. The agreements call for an
annual salary of $24,000 with annual increases and bonuses (see Certain
Relationships and Related Transactions for further description of compensation)
plus other incentives as determined by the Compensation Committee of the Board
of Directors. The Compensation Committee is required to review the salaries on
an annual basis. The agreements provide for termination payments to be made for
a period of six (6) months if the agreement is terminated by the Company without
cause, or for payment of three times the employee's annual salary and average
bonus and complete vesting (including employee's trusts and foundations) in
unvested stock and stock options if the termination occurs (a) after Change of
Control of the Company, or (b) by the employee for cause. If the termination
occurs after a Change of Control, or by the employee for cause, the employee
shall have the option to either (a) receive an immediate payment of the value of
100% of his stock and the higher of (i) the value according to the Black-Scholes
model or (ii) the in-the-money value of his stock options/warrants, or (b)
receive an immediate cash bonus from the Company enabling employee (including
employee's trusts and foundations), after full payment of all of employee's
(including employee's trusts and foundations) taxes on such cash bonus, to
exercise 100% of his stock options/warrants, and to continue to hold his stock,
with the right to "put" or sell the stock back to the Company for cash at market
value. This put right shall be in force and effect and valid and exercisable at
any time and as how many times as employee wishes, in whole or in part, within
three (3) years after Change of Control of the Company or termination by
employee for cause, at employee's (including employee's trusts and foundations)
sole election.

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, 2003), all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
stockholders were complied with in a timely manner.

STOCK PRICE PERFORMANCE

[STOCK PRICE PERFORMANCE GRAPH APPEARS HERE]

Plot Points for Stock Price Performance Graph
Percentage Change
-----------------------------------------
CNTY NASDAQ S&P 500
-----------------------------------------

12/31/1998 0.0 0.0 0.0
06/30/1999 32.1 22.5 11.7
12/31/1999 28.2 85.6 19.5
06/30/2000 116.7 80.9 18.3
12/29/2000 116.7 12.7 7.4
06/29/2001 176.9 (1.5) (0.4)
12/31/2001 187.2 (11.0) (6.6)
06/28/2002 284.6 (33.3) (19.5)
12/31/2002 175.6 (39.1) (28.4)
06/30/2003 194.9 (26.0) (20.7)
12/31/2003 326.9 (8.6) (9.5)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At December 31, 2003, the Company had an unsecured note payable that
matures on April 1, 2004, in the principal amount of $380,000 to Thomas Graf, a
founding stockholder of the Company. The unsecured note bears interest at 6%,
payable quarterly. The entire outstanding principal was paid on April 1, 2004.

On March 1, 2001, as amended on October 11, 2001 and October 12, 2002, the
Company entered into 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 $144,000 and $120,000 for Mr.
Haitzmann and Mr. Hoetzinger, respectively, 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 Summary 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. Subsequent to December 31, 2003, the
management agreement between the Company and Flyfish Casino Consulting AG, was
amended and the annual base management fee for Mr. Haitzmann was changed from
$144,000 to $120,000 per annum.

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, on behalf of their respective
families, a certain portion of their interests in the Company. (See Security
Ownership of Certain Beneficial Owners and Management)

Effective May 1, 2003, James Forbes, resigned as a member of the Company's
Board of Directors, but will continue as a member of the Board of Directors of
Century Casinos Caledon Proprietary Limited, and will focus his attention on the
project in Johannesburg, in the Gauteng province of South Africa, pursuant to
the terms of a consulting agreement between Century Casinos, Inc. and Respond
Limited, a management company controlled by James Forbes. Under the terms of the
Agreement of Termination of Management Agreement Incorporating New Consulting
Agreement dated May 1, 2003, the Company's obligation to make monthly payments
of $10,000 to Respond Limited ceased on December 31, 2003.

Erwin Haitzmann and Peter Hoetzinger maintain a minority interest in
Century Casinos Africa (CCA), a 96.5%-owned subsidiary of the Company. As of
December 31, 2003, each own 1,087 shares of CCA, approximately 1.8% of the
outstanding shares of common stock, or approximately 3.5% combined, either
directly or through their family trusts. Mr. Haitzmann and Mr. Hoetzinger
acquired these shares in 1998 pursuant to an employee share incentive plan of
CCA. The Company formed two subsidiaries in Mauritius to own or manage its
foreign operations. CCI will own 96.5% of Century Resorts Limited ("CRL") and
CRL will own 100% of CCA. Erwin Haitzmann and Peter Hoetzinger will give up
their 3.5% ownership in CCA in exchange for a 3.5% ownership in CRL. A second
Mauritian company, Century Resorts International ("CRI"), was formed as a
wholly-owned subsidiary of the Company to own or manage international operations
not controlled by CCA.

There have been no material transactions with management, except as
otherwise disclosed herein, since January 1, 2003.

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

This committee report is not deemed to be "soliciting material" or to be
"filed" with the Commission or subject to the Commission's proxy rules or to the
liabilities of Section 18 of the Exchange Act, and this committee report shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.

The Compensation Committee has responsibility to: (i) approve, for the full
Board of Directors ratification, salary, bonus, and other benefits, direct and
indirect, of the Company's management and members of the Board of Directors who
are also involved in management of the Company, and such other officers of the
Company as are designated from time to time by the Board of Directors; (ii)
review and submit recommendations concerning new executive compensation; (iii)
establish and review corporate policies concerning management perquisites; (iv)
assess the Company's executive development plan, if any; and (v) recommend
director compensation.

Total executive officer compensation is comprised of salary, bonus, grants
of options to purchase the Company's common stock, etc. The Committee considers
the value of each executive officer's contribution to the performance of the
Company (including the Chief Executive Officer) in determining salary and bonus
levels, and also considers grants of options made by the Company's Incentive
Plan Committee.

The Compensation Committee has structured the compensation of the Chief
Executive Officer and the President in order to link it to their individual
performance. The Committee also considered the compensation packages available
to chief executives of comparable companies and the need to attract and retain
chief executives of Mr. Haitzmann and Mr. Hoetzinger's caliber. Mr. Haitzmann
and Mr. Hoetzinger's compensation is reviewed annually.

Compensation Committee:

Dinah Corbaci
Erwin Haitzmann
Peter Hoetzinger

PROPOSAL 1

ELECTION OF DIRECTORS

The Board is divided into three classes of directors as nearly equal in
number as possible. Presently, the Board consists of five directors comprising
the following: (i) two Class I directors, Mr. Eichberg and Dr. Dinah Corbaci,
who are standing for re-election at the 2004 Annual Meeting; (ii) one Class II
director, Mr. Hoetzinger, whose term will expire at the 2005 Annual Meeting; and
(iii) two Class III directors, Messrs. Haitzmann and Schellmann, whose terms
will expire at the 2006 Annual Meeting. Each director who is elected at an
Annual Meeting will be elected for a three-year term expiring at the third
Annual Meeting of Stockholders after such director's election. Accordingly,
under most circumstances, directors of one Class only are elected at each year's
Annual Meeting of Stockholders. If elected, all nominees are expected to serve
until the expiration of their respective terms and until their successors are
duly elected and qualified.

At the 2004 Annual Meeting, two Class I directors will be elected. The
proxies named on the enclosed proxy intend to vote for the election of the
nominees for Class I directors, Robert S. Eichberg and Dinah Corbaci. Proxies
cannot be voted for a greater number of directors than the number nominated.

Robert S. Eichberg, a nominee for a Class I director, is presently a member
of the Board of Directors, having served continuously as a director since
January 1997. He has indicated a willingness to serve; however, in the event he
should become unable to serve as a director, the proxy will be voted in
accordance with the best judgment of the persons acting under the proxy.

Dinah Corbaci, a nominee for a Class I director, is presently a member of
the Board of Directors, having served continuously as a director since April
2000. She has indicated a willingness to serve; however, in the event she should
become unable to serve as a director, the proxy will be voted in accordance with
the best judgment of the persons acting under the proxy.

The information concerning Mr. Eichberg and Dr. Corbaci, the nominees for
the Class I directors, is set forth above under "Information Concerning
Directors and Executive Officers."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
---

INDEPENDENT ACCOUNTANTS

Grant Thornton LLP ("Grant Thornton") was the Company's independent public
accounting firm for the fiscal year ending December 31, 2003. The Audit
Committee and the Board of Directors have selected Grant Thornton to be the
Company's independent accountants for the fiscal year ending December 31, 2004.
A representative of Grant Thornton is expected to be present at the Annual
Meeting via telephone and/or web cast to respond to appropriate questions.

PricewaterhouseCoopers Inc. were the independent auditors for the Company's
subsidiary Century Casinos Africa (Proprietary) Limited for the fiscal year
ending December 31, 2003. The Audit Committee and the Board of Directors have
approved PricewaterhouseCoopers Inc. to be the Company's independent auditors
for Century Casinos Africa (Proprietary) Limited for the fiscal year 2004. A
representative of PricewaterhouseCoopers Inc. is expected to be present at the
Annual Meeting via telephone and/or web cast to respond to appropriate
questions.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
the following report of the Audit Committee shall not be incorporated by
reference into any such filings and shall not otherwise be deemed filed under
such acts.

In accordance with its written charter, attached hereto, adopted by the
Board of Directors, the Audit Committee exercises oversight responsibility
regarding the quality and integrity of the accounting, auditing and financial
reporting practices of the Company. The Audit Committee annually selects the
Company's independent accountants and auditors.

The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the year ended December 31, 2003, with the
Company's management. The Committee discussed with Grant Thornton LLP, the
Company's independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees), as
amended by Statement on Auditing Standards No. 90 (Audit Committee
Communications), which included a discussion of the quality and adequacy of the
Company's internal controls.

The Committee has received the written disclosures and the letter from
Grant Thornton LLP, required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has discussed with Grant
Thornton LLP its independence.

Based upon the review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2003, which was filed with the Securities and Exchange
Commission on March 9, 2004.

The Board of Directors and the Audit Committee believe that the Audit
Committee's current member composition (three independent directors) satisfies
the applicable rules and pronouncements of the National Association of
Securities Dealers, Inc. ("NASD") and the Securities and Exchange Commission,
that govern audit committee selection, experience, and composition, including
the requirement that audit committee members all be "independent directors" as
that terms is defined by such rules.

Audit Committee:

Robert S. Eichberg, Chairman
Gottfried Schellmann
Dinah Corbaci

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees billed to the Company for
the years ended December 31, 2003 and 2002, by Grant Thornton LLP:

Fee Category Year Ended December 31,
2003 2002
Audit Fees 1 $109,946 $76,265
Audit Related Fees 2 7,702 5,098
Tax Fees 3 21,230 17,365
All Other Fees 4 - -
----------------------- ---------------------
Total $138,878 $98,728
======================= =====================

The following table sets forth the aggregate fees billed to the Company for
the years ended December 31, 2003 and 2002, by PricewaterhouseCoopers, Inc.:

Fee Category Year Ended December 31,
2003 2002
Audit Fees 1 $39,624 $22,863
Audit Related Fees 2 11,104 14,409
Tax Fees 3 22,154 3,842
All Other Fees 4 1,783 -
----------------------- ---------------------
Total $74,665 $41,114
======================= =====================

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 Company's
financial statements. This category includes fees relating to benefit plans
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 non-recurring fees for other services, such as
accounting research.

The amounts shown above include out-of-pocket expenses incurred by Grant
Thornton LLP. Audit fees of $67,887 had been billed through December 31, 2003,
and the remaining $70,991 was billed subsequent to December 31, 2003.

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 amounts shown above include out-of-pocket expenses incurred by
PricewaterhouseCoopers Inc. Audit fees of $25,754 had been billed through
December 31, 2003, and the remaining $48,911 was billed subsequent to December
31, 2003.

The Audit Committee of the Board of Directors concluded
PricewaterhouseCooper's provision of the services generating all other fees is
compatible with maintaining PricewaterhouseCooper'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.

PROXY PROXY

CENTURY CASINOS, Inc.
This Proxy is Solicited by the Board of Directors

The undersigned stockholder of Century Casinos, Inc. acknowledges receipt of the
Notice of Annual Meeting of Stockholders, to be held on Monday, May 17, 2004, at
the Marriott Hotel, Prague 1, Czech Republic and hereby appoints Erwin Haitzmann
or Peter Hoetzinger, or either of them, each with the power of substitution, as
attorneys and proxies to vote all the shares of the undersigned at said Annual
Meeting and at all adjournments thereof, hereby ratifying and confirming all
that said attorneys and proxies may do or cause to be done by virtue hereof. The
above-named attorneys and proxies are instructed to vote all of the
undersigned's shares as follows:

(1) To elect two Class I directors to the Board of Directors:

ROBERT S. EICHBERG [ ] FOR [ ] WITHHOLD
DINAH CORBACI [ ] FOR [ ] WITHHOLD

(2) In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.

[ ] YES [ ] NO

(Continued and to be signed on reverse side)

(Continued from other side)

This proxy, when properly executed, will be voted as directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted for
the nominees in Proposal 1.

Dated this______ day of _________________, 2004

Signature__________________________________

Please sign your name exactly as it appears on your stock
certificate. If shares are held jointly, each holder should
sign. Executors, trustees, and other fiduciaries should so
indicate when signing.

[ ] I plan to attend the meeting.