<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1999,
                         REGISTRATION NO. 333-
                                              ---------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               LAKES GAMING, INC.
             (Exact name of Registrant as specified in its charter)

                                    MINNESOTA
                 (State or other jurisdiction of incorporation)

                                   41-1913991
                        (IRS Employer Identification No.)

                                130 CHESHIRE LANE
                              MINNETONKA, MN 55305
                    (Address of principal executive offices)

                               LAKES GAMING, INC.
                     1998 STOCK OPTION AND COMPENSATION PLAN
                              (Full title of Plan)

                                 TIMOTHY J. COPE
                            CHIEF FINANCIAL OFFICER
                               LAKES GAMING, INC.
                                130 CHESHIRE LANE
                              MINNETONKA, MN 55305
                     (Name and address of agent for service)

                                 (612 ) 449-9092
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                              NEIL P. AYOTTE, ESQ.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                           MINNEAPOLIS, MN 55402-4140
                                 (612) 672-8200


                         CALCULATION OF REGISTRATION FEE 
<TABLE>
<CAPTION>
                                         
====================================================================================================================================
TITLE OF                   PROPOSED MAXIMUM          PROPOSED MAXIMUM              AMOUNT OF
OF SECURITIES TO BE        AMOUNT TO BE              OFFERING PRICE                AGGREGATE          REGISTRATION
REGISTERED                 REGISTERED (1)            PER SHARE (1)(2)  OFFERING PRICE (2)             FEE         
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                         <C>                  <C>
Common Stock ($0.01           1,500,000                $9.84                        $14,765,625         $4,104.84
par value per share)            Shares
====================================================================================================================================
</TABLE>


(1)      Estimated solely for purposes of computing the registration fee in
         accordance with Rule 457(h) and based upon the average of the high and
         low prices of the Common Stock on NASDAQ on April 23, 1999.


                                        1

<PAGE>   2




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal 
                  year ended January 3, 1999;

         (b)      The Registrant's Current Reports on Form 8-K dated December
                  31, 1998 and filed on January 8, 1999; dated February 2, 1999
                  and filed on March 16, 1999; and dated April 21, 1999 and
                  filed on April 23, 1999; and

         (c)      The description of Common Stock included under the caption
                  "Description of Registrant's Securities to be Registered" in
                  its Registration Statement on Form 10, dated October 23, 1998
                  and incorporating by reference the description of Common Stock
                  included under the caption "Description of Lakes Capital
                  Stock" in the Registration Statement of Park Place
                  Entertainment Corporation on Form S-4, dated August 14, 1998
                  including any amendments or reports filed for the purpose of
                  updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.


                                        2

<PAGE>   3



ITEM 8.  EXHIBITS.

         4(a).    Articles of Incorporation of the Company as Amended
                  (incorporated herein by reference as Exhibit 3.1 to the
                  Company's Registration Statement on Form 10 (SEC Registration
                  No. 0-24993), filed on October 23, 1998); and

         4(b).    Bylaws of the Company (incorporated herein by reference as
                  Exhibit 3.2 to the Company's Registration Statement on Form 10
                  (Registration No. 0-24993)).

         5.       Opinion of Maslon Edelman Borman & Brand, LLP.

         23(a).   Consent of Arthur Andersen LLP.

         23(b).   Consent of Maslon Edelman Borman & Brand, LLP (contained in
                  Exhibit 5).

         24.      Power of Attorney (contained on page II-5).


ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement;

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high and
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                  (iii)  To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information in the registration statement;

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating

                                        3

<PAGE>   4


                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.


         The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Securities Exchange Act of 1934) that is incorporated by
         reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that, in the opinion of the
         Securities and Exchange Commission, such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.





                                        4

<PAGE>   5


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Minneapolis, State of Minnesota, as of April 27, 1999.


                                      LAKES GAMING, INC.

                                      By: /s/ Timothy J. Cope
                                          --------------------------------------
                                          Timothy J. Cope
                                          Chief Financial Officer and Secretary


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Lakes Gaming, Inc. hereby
severally constitute Lyle Berman, Timothy J. Cope and Neil I. Sell and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names, in the capacities indicated below
the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Lakes Gaming, Inc.
to comply with the provisions of the Securities Act of 1933 as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and as of the date indicated.

<TABLE>
<CAPTION>

NAME                                               TITLE                                   DATED AS OF
<S>                                                <C>                                     <C>  
                                                                  
/s/ Lyle Berman                                        
------------------------------                     Chairman of the Board                   April 27, 1999
Lyle Berman                                        and Chief Executive Officer               
                                                   (Principal Executive Officer)                                                

/s/ Thomas J. Brosig
------------------------------                     President and Director                  April 27, 1999
Thomas J. Brosig

/s/ Timothy J. Cope
------------------------------                     Executive Vice President,
Timothy J. Cope                                    Chief Financial Officer and             April 27, 1999
                                                   Director (Principal Financial
                                                   Officer)

/s/ Morris Goldfarb
------------------------------                     Director                                April 27, 1999
Morris Goldfarb

/s/ Ronald J. Kramer
------------------------------                     Director                                April 27, 1999
Ronald J. Kramer
</TABLE>


                                        5

<PAGE>   6

<TABLE>

<S>                                                <C>                                     <C>
/s/ David L. Rogers
------------------------------                     Director                                April 27, 1999
David L. Rogers

/s/ Neil I. Sell
------------------------------                     Director                                April 27, 1999
Neil I. Sell

/s/ Joel Waller
------------------------------                     Director                                April 27, 1999
Joel N. Waller
</TABLE>





                                        6

<PAGE>   7




                           EXHIBITS

EXHIBIT NUMBER                  DESCRIPTION OF EXHIBIT

         5.                     Opinion of Maslon Edelman Borman & Brand, LLP.

         23(a).                 Consent of Arthur Andersen, LLP.

         23(b).                 Consent of Maslon Edelman Borman & Brand, LLP
                                 (contained in Exhibit 5).
                              

         24.                    Power of Attorney (contained on page II -5).





                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16751}]
{"company-data": {"conformed-name": "LAKES GAMING INC", "cik": "0001071255", "assigned-sic": "7990", "irs-number": "411913991", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77249", "film-number": "99603464"}, "business-address": {"street1": "130 CHESHIERE LANE", "city": "MINNETONKA", "state": "MN", "zip": "55305", "phone": "6124499092"}, "mail-address": {"street1": "130 CHESHIRE LANE", "city": "MINNETONKA", "state": "MN", "zip": "55305"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1999,
                         REGISTRATION NO. 333-
                                              ---------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               LAKES GAMING, INC.
             (Exact name of Registrant as specified in its charter)

                                    MINNESOTA
                 (State or other jurisdiction of incorporation)

                                   41-1913991
                        (IRS Employer Identification No.)

                                130 CHESHIRE LANE
                              MINNETONKA, MN 55305
                    (Address of principal executive offices)

                               LAKES GAMING, INC.
                     1998 STOCK OPTION AND COMPENSATION PLAN
                              (Full title of Plan)

                                 TIMOTHY J. COPE
                            CHIEF FINANCIAL OFFICER
                               LAKES GAMING, INC.
                                130 CHESHIRE LANE
                              MINNETONKA, MN 55305
                     (Name and address of agent for service)

                                 (612 ) 449-9092
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                              NEIL P. AYOTTE, ESQ.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                           MINNEAPOLIS, MN 55402-4140
                                 (612) 672-8200

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF                   PROPOSED MAXIMUM          PROPOSED MAXIMUM              AMOUNT OF
OF SECURITIES TO BE        AMOUNT TO BE              OFFERING PRICE                AGGREGATE          REGISTRATION
REGISTERED                 REGISTERED (1)            PER SHARE (1)(2)  OFFERING PRICE (2)             FEE         
------------------------------------------------------------------------------------------------------------------------------------
Common Stock ($0.01           1,500,000                $9.84                        $14,765,625         $4,104.84
par value per share)            Shares
====================================================================================================================================
(1)      Estimated solely for purposes of computing the registration fee in
         accordance with Rule 457(h) and based upon the average of the high and
         low prices of the Common Stock on NASDAQ on April 23, 1999.

                                        1
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal 
                  year ended January 3, 1999;

         (b)      The Registrant's Current Reports on Form 8-K dated December
                  31, 1998 and filed on January 8, 1999; dated February 2, 1999
                  and filed on March 16, 1999; and dated April 21, 1999 and
                  filed on April 23, 1999; and

         (c)      The description of Common Stock included under the caption
                  "Description of Registrant's Securities to be Registered" in
                  its Registration Statement on Form 10, dated October 23, 1998
                  and incorporating by reference the description of Common Stock
                  included under the caption "Description of Lakes Capital
                  Stock" in the Registration Statement of Park Place
                  Entertainment Corporation on Form S-4, dated August 14, 1998
                  including any amendments or reports filed for the purpose of
                  updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.

                                        2
3

ITEM 8.  EXHIBITS.

         4(a).    Articles of Incorporation of the Company as Amended
                  (incorporated herein by reference as Exhibit 3.1 to the
                  Company's Registration Statement on Form 10 (SEC Registration
                  No. 0-24993), filed on October 23, 1998); and

         4(b).    Bylaws of the Company (incorporated herein by reference as
                  Exhibit 3.2 to the Company's Registration Statement on Form 10
                  (Registration No. 0-24993)).

         5.       Opinion of Maslon Edelman Borman & Brand, LLP.

         23(a).   Consent of Arthur Andersen LLP.

         23(b).   Consent of Maslon Edelman Borman & Brand, LLP (contained in
                  Exhibit 5).

         24.      Power of Attorney (contained on page II-5).

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement;

                  (i)    To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high and
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                  (iii)  To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information in the registration statement;

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating

                                        3
4

                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Securities Exchange Act of 1934) that is incorporated by
         reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that, in the opinion of the
         Securities and Exchange Commission, such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                        4
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Minneapolis, State of Minnesota, as of April 27, 1999.

                                      LAKES GAMING, INC.

                                      By: /s/ Timothy J. Cope
                                          --------------------------------------
                                          Timothy J. Cope
                                          Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Lakes Gaming, Inc. hereby
severally constitute Lyle Berman, Timothy J. Cope and Neil I. Sell and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names, in the capacities indicated below
the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Lakes Gaming, Inc.
to comply with the provisions of the Securities Act of 1933 as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and as of the date indicated.
NAME                                               TITLE                                   DATED AS OF
/s/ Lyle Berman                                        
------------------------------                     Chairman of the Board                   April 27, 1999
Lyle Berman                                        and Chief Executive Officer               
                                                   (Principal Executive Officer)                                                

/s/ Thomas J. Brosig
------------------------------                     President and Director                  April 27, 1999
Thomas J. Brosig

/s/ Timothy J. Cope
------------------------------                     Executive Vice President,
Timothy J. Cope                                    Chief Financial Officer and             April 27, 1999
                                                   Director (Principal Financial
                                                   Officer)

/s/ Morris Goldfarb
------------------------------                     Director                                April 27, 1999
Morris Goldfarb

/s/ Ronald J. Kramer
------------------------------                     Director                                April 27, 1999
Ronald J. Kramer
5
6
/s/ David L. Rogers
------------------------------                     Director                                April 27, 1999
David L. Rogers

/s/ Neil I. Sell
------------------------------                     Director                                April 27, 1999
Neil I. Sell

/s/ Joel Waller
------------------------------                     Director                                April 27, 1999
Joel N. Waller
6
7

                           EXHIBITS

EXHIBIT NUMBER                  DESCRIPTION OF EXHIBIT

         5.                     Opinion of Maslon Edelman Borman & Brand, LLP.

         23(a).                 Consent of Arthur Andersen, LLP.

         23(b).                 Consent of Maslon Edelman Borman & Brand, LLP
                                 (contained in Exhibit 5).
                              

         24.                    Power of Attorney (contained on page II -5).

                                        7