<PAGE>

          As filed with the Securities and Exchange Commission on June 30, 2000
                                                    Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              STATION CASINOS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  NEVADA                                  88-0136443
    (State or Other Jurisdiction of                    (I.R.S. Employee
    Incorporation or Organization)                  Identification Number)

                             2411 WEST SAHARA AVENUE
                             LAS VEGAS, NEVADA 89102
                                 (702) 367-2411
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                              STATION CASINOS, INC.
                         1999 STOCK COMPENSATION PROGRAM
                              (Full Title of Plan)

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

                              GLENN C. CHRISTENSON
                             2411 WEST SAHARA AVENUE
                             LAS VEGAS, NEVADA 89102
                                 (702) 367-2411
       (Name, Address, Including Zip Code, and Telephone Number, Including
                        Area Code, or Agent For Service)

                                   COPIES TO:
                            KENNETH J. BARONSKY, ESQ.
                         MILBANK, TWEED, HADLEY & MCCLOY
                            601 SOUTH FIGUEROA STREET
                          LOS ANGELES, CALIFORNIA 90017
                                 (213) 892-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
                                                     Proposed maximum        Proposed Maximum            Amount of
Title of Securities to         Amount to be         Offering price per      aggregate offering         registration
be Registered                 Registered (1)            Share (2)                price (2)                fee (2)
-------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                     <C>                        <C>
Common Stock, par value         1,000,000                $26.25              $26,250,000.00             $6,930.00
     $.01 per share
=========================================================================================================================
</TABLE>

         (1)      There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of operation of the
anti-dilution provisions of the 1999 Stock Compensation Program of the
Registrant described herein.

         (2)      Pursuant to Rule 457 under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating the
registration fee and are based upon the average of the high and low prices of
the Common Stock of the Registrant on the New York Stock Exchange on June 26,
2000 and upon the price at which options which have been granted may be
exercised.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.           PLAN INFORMATION

                  Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
the Note to Part I on Form S-8. Station Casinos, Inc. (the "Company") has
delivered or caused to be delivered to each offeree of securities covered by
this Registration Statement the Prospectus relating thereto.

Item 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The Company will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Chief Financial Officer, Station Casinos, Inc., 2411
West Sahara Avenue, Las Vegas, Nevada 89102 (telephone - (702) 367-2411).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

         (a)      Annual Report on Form 10-K for the year ended December 31,
                  1999.

         (b)      Quarterly Report on Form 10-Q for the quarter ending March 31,
                  2000.

         (c)      Current Reports on Form 8-K dated June 12, 2000 and June 28,
                  2000.

         (d)      The description of the Common Stock contained in the
                  Registration Statement on Form 8-A filed by the Company under
                  Section 12 of the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act") and declared effective by the Securities
                  and Exchange Commission (the "Commission") on May 24, 1993,
                  including any amendment or report updating such description of
                  Common Stock.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all of the shares of Common Stock offered hereunder have been sold or which
deregisters all of such shares 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 such documents.


                                        2
<PAGE>

Item 4            DESCRIPTION OF SECURITIES

                  Only securities registered under Section 12 of the Exchange
Act are being offered.

Item 5            INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The legality of the shares of Common Stock offered hereunder
and by the Prospectus to which this Registration Statement relates has been
passed upon by the Company's legal counsel, Schreck Morris. The audited
consolidated financial statements and related schedules of the Company
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP. ("Arthur Andersen"), independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of such firm as experts in
giving such reports.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and the Company's Articles of Incorporation and Bylaws contain provisions for
indemnification of officers and directors of the Company and in certain cases
employees and other persons. The Bylaws require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each such person will be
indemnified in any proceeding if he acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Company. Indemnification would cover expenses, including attorney's fees,
judgments, fines and amounts paid in settlement.

                  The Company's Bylaws also provide the Company's Board of
Directors may cause the Company to purchase and maintain insurance on behalf of
any present or past director or officer insuring against any liability asserted
against such person incurred in the capacity of director or officer or arising
out of such status, whether or not the Company would have the power to indemnify
such person. The Company maintains directors' and officers' liability insurance.

                  The Company has entered into an indemnification agreement (the
"Indemnification Agreement") with each director and certain officers, employees
and agents of the Company. Each Indemnification Agreement provides for, among
other things: (i) indemnification to the fullest extent permitted by law against
any and all expenses, judgments, fines, penalties and amounts paid in settlement
of any claim against any indemnified party (the "Indemnitee") unless it is
determined, as provided in the Indemnification Agreement, that indemnification
is not permitted under law and (ii) prompt advancement of expenses to any
Indemnitee in connection with his or her defense against any claim.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.


                                       3
<PAGE>

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  This item is not applicable.

Item 8.           EXHIBITS

         *4.1     Restated Articles of Incorporation of the Registrant
                  (Incorporated herein by reference to Registration Statement
                  No. 33-76156).

         *4.2     By-laws of the Registrant (Incorporated herein by reference to
                  Registration Statement No. 33-76156).

         *4.3     Specimen Common Stock Certificate of the Registrant
                  (Incorporated herein by reference to Registration Statement
                  No. 33-59300).

           5.1    Opinion of Schreck Morris.

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of Counsel (included in Exhibit 5.1).

         24.1     Power of Attorney (contained on the signature page hereof).

         99.1     Station Casinos, Inc. 1999 Stock Compensation Program.

         99.2     Form of Grant of Option.

         99.3     Form of Share Award Agreement.

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

         *        Incorporated by reference.


                                       4
<PAGE>

Item 9.           UNDERTAKINGS

         (a)      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;

                           (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 end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Securities and Exchange Commission pursuant
                                    to Rule 424(b) of the Securities Act if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective Registration
                                    Statement; and

                           (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;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) will not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Exchange Act that are incorporated by
                           reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Act, each such post-effective amendment
                           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.

                  (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.


                                       5
<PAGE>

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act, (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this 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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than 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 Securities Act and will be governed by the
                  final adjudication of such issue.


                                       6
<PAGE>

                                POWER OF ATTORNEY

                  The Registrant and each person whose signature appears below
hereby authorizes any agent for service named in this Registration Statement to
file one or more amendments (including, without limitation, post-effective
amendments) to this Registration Statement, which amendments may make such
changes in the Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints any such
agent for service as attorney-in-fact to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, any such amendments to the Registration Statement. Each person whose
signature appears below hereby ratifies and confirms all that each of the said
attorneys-in-fact, or such person's substitute or substitutes, may do or cause
to be done by virtue hereof.


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










                                       7
<PAGE>

                                   SIGNATURES

                  THE REGISTRANT. 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 Las Vegas, State of
Nevada, on the 30th day of June 2000.

                                      STATION CASINOS, INC.


                                      By: /s/ Frank J. Fertitta III
                                         --------------------------------------
                                         Frank J. Fertitta III
                                         Chairman of the Board,
                                         President, and Chief Executive Officer


                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signatures                                    Title                                    Date
----------                                    -----                                    ----
<S>                                           <C>                                      <C>
/s/ Frank J. Fertitta, III                    Chairman of the Board, President,        June 30, 2000
------------------------------------          Chief Executive Officer and Director
Frank J. Fertitta, III
                                              (Principal Executive Officer)


/s/ Glenn C. Christenson                      Executive Vice President, Chief          June 30, 2000
------------------------------------          Financial Officer, Chief
Glenn C. Christenson                          Administrative Officer, Treasurer and
                                              Director

                                              (Principal Financial and Accounting
                                              Officer)


/s/ Blake L. Sartini                          Executive Vice President, Chief          June 30, 2000
------------------------------------          Operating Officer and Director
Blake L. Sartini


<PAGE>

/s/ Delise F. Sartini                         Director                                 June 30, 2000
------------------------------------
Delise F. Sartini


/s/ Lorenzo J. Fertitta                       Director                                 June 30, 2000
------------------------------------
Lorenzo J. Fertitta


                                              Director                                 June ___, 2000
------------------------------------
Lowell H. Lebermann, Jr.

                                              Director                                 June ___, 2000
------------------------------------
Richard J. Heckmann


                                              Director                                 June ___, 2000
------------------------------------
R. Hal Dean
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21472}]
{"company-data": {"conformed-name": "STATION CASINOS INC", "cik": "0000898660", "assigned-sic": "7990", "irs-number": "880136443", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40540", "film-number": "666086"}, "business-address": {"street1": "2411 W. SAHARA AVE", "city": "LAS VEGAS", "state": "NV", "zip": "89102", "phone": "7023672411"}, "mail-address": {"street1": "P.O. BOX 295000", "city": "LAS VEGAS", "state": "NV", "zip": "89126"}}
As filed with the Securities and Exchange Commission on June 30, 2000
                                                    Registration No. 333-______
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              STATION CASINOS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  NEVADA                                  88-0136443
    (State or Other Jurisdiction of                    (I.R.S. Employee
    Incorporation or Organization)                  Identification Number)

                             2411 WEST SAHARA AVENUE
                             LAS VEGAS, NEVADA 89102
                                 (702) 367-2411
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                              STATION CASINOS, INC.
                         1999 STOCK COMPENSATION PROGRAM
                              (Full Title of Plan)

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

                              GLENN C. CHRISTENSON
                             2411 WEST SAHARA AVENUE
                             LAS VEGAS, NEVADA 89102
                                 (702) 367-2411
       (Name, Address, Including Zip Code, and Telephone Number, Including
                        Area Code, or Agent For Service)

                                   COPIES TO:
                            KENNETH J. BARONSKY, ESQ.
                         MILBANK, TWEED, HADLEY & MCCLOY
                            601 SOUTH FIGUEROA STREET
                          LOS ANGELES, CALIFORNIA 90017
                                 (213) 892-4000

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                     Proposed maximum        Proposed Maximum            Amount of
Title of Securities to         Amount to be         Offering price per      aggregate offering         registration
be Registered                 Registered (1)            Share (2)                price (2)                fee (2)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value         1,000,000                $26.25              $26,250,000.00             $6,930.00
     $.01 per share
=========================================================================================================================
(1)      There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of operation of the
anti-dilution provisions of the 1999 Stock Compensation Program of the
Registrant described herein.

         (2)      Pursuant to Rule 457 under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating the
registration fee and are based upon the average of the high and low prices of
the Common Stock of the Registrant on the New York Stock Exchange on June 26,
2000 and upon the price at which options which have been granted may be
exercised.
PART I

                INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.           PLAN INFORMATION

                  Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
the Note to Part I on Form S-8. Station Casinos, Inc. (the "Company") has
delivered or caused to be delivered to each offeree of securities covered by
this Registration Statement the Prospectus relating thereto.

Item 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The Company will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Chief Financial Officer, Station Casinos, Inc., 2411
West Sahara Avenue, Las Vegas, Nevada 89102 (telephone - (702) 367-2411).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

         (a)      Annual Report on Form 10-K for the year ended December 31,
                  1999.

         (b)      Quarterly Report on Form 10-Q for the quarter ending March 31,
                  2000.

         (c)      Current Reports on Form 8-K dated June 12, 2000 and June 28,
                  2000.

         (d)      The description of the Common Stock contained in the
                  Registration Statement on Form 8-A filed by the Company under
                  Section 12 of the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act") and declared effective by the Securities
                  and Exchange Commission (the "Commission") on May 24, 1993,
                  including any amendment or report updating such description of
                  Common Stock.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all of the shares of Common Stock offered hereunder have been sold or which
deregisters all of such shares 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 such documents.

                                        2
Item 4            DESCRIPTION OF SECURITIES

                  Only securities registered under Section 12 of the Exchange
Act are being offered.

Item 5            INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The legality of the shares of Common Stock offered hereunder
and by the Prospectus to which this Registration Statement relates has been
passed upon by the Company's legal counsel, Schreck Morris. The audited
consolidated financial statements and related schedules of the Company
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP. ("Arthur Andersen"), independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of such firm as experts in
giving such reports.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and the Company's Articles of Incorporation and Bylaws contain provisions for
indemnification of officers and directors of the Company and in certain cases
employees and other persons. The Bylaws require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each such person will be
indemnified in any proceeding if he acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Company. Indemnification would cover expenses, including attorney's fees,
judgments, fines and amounts paid in settlement.

                  The Company's Bylaws also provide the Company's Board of
Directors may cause the Company to purchase and maintain insurance on behalf of
any present or past director or officer insuring against any liability asserted
against such person incurred in the capacity of director or officer or arising
out of such status, whether or not the Company would have the power to indemnify
such person. The Company maintains directors' and officers' liability insurance.

                  The Company has entered into an indemnification agreement (the
"Indemnification Agreement") with each director and certain officers, employees
and agents of the Company. Each Indemnification Agreement provides for, among
other things: (i) indemnification to the fullest extent permitted by law against
any and all expenses, judgments, fines, penalties and amounts paid in settlement
of any claim against any indemnified party (the "Indemnitee") unless it is
determined, as provided in the Indemnification Agreement, that indemnification
is not permitted under law and (ii) prompt advancement of expenses to any
Indemnitee in connection with his or her defense against any claim.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

                                       3
Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  This item is not applicable.

Item 8.           EXHIBITS

         *4.1     Restated Articles of Incorporation of the Registrant
                  (Incorporated herein by reference to Registration Statement
                  No. 33-76156).

         *4.2     By-laws of the Registrant (Incorporated herein by reference to
                  Registration Statement No. 33-76156).

         *4.3     Specimen Common Stock Certificate of the Registrant
                  (Incorporated herein by reference to Registration Statement
                  No. 33-59300).

           5.1    Opinion of Schreck Morris.

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of Counsel (included in Exhibit 5.1).

         24.1     Power of Attorney (contained on the signature page hereof).

         99.1     Station Casinos, Inc. 1999 Stock Compensation Program.

         99.2     Form of Grant of Option.

         99.3     Form of Share Award Agreement.

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

         *        Incorporated by reference.

                                       4
Item 9.           UNDERTAKINGS

         (a)      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;

                           (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 end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Securities and Exchange Commission pursuant
                                    to Rule 424(b) of the Securities Act if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective Registration
                                    Statement; and

                           (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;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) will not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Exchange Act that are incorporated by
                           reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Act, each such post-effective amendment
                           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.

                  (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.

                                       5
(b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act, (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this 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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than 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 Securities Act and will be governed by the
                  final adjudication of such issue.

                                       6
POWER OF ATTORNEY

                  The Registrant and each person whose signature appears below
hereby authorizes any agent for service named in this Registration Statement to
file one or more amendments (including, without limitation, post-effective
amendments) to this Registration Statement, which amendments may make such
changes in the Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints any such
agent for service as attorney-in-fact to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, any such amendments to the Registration Statement. Each person whose
signature appears below hereby ratifies and confirms all that each of the said
attorneys-in-fact, or such person's substitute or substitutes, may do or cause
to be done by virtue hereof.

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

                                       7
SIGNATURES

                  THE REGISTRANT. 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 Las Vegas, State of
Nevada, on the 30th day of June 2000.

                                      STATION CASINOS, INC.

                                      By: /s/ Frank J. Fertitta III
                                         --------------------------------------
                                         Frank J. Fertitta III
                                         Chairman of the Board,
                                         President, and Chief Executive Officer

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                                    Title                                    Date
----------                                    -----                                    ----
/s/ Frank J. Fertitta, III                    Chairman of the Board, President,        June 30, 2000
------------------------------------          Chief Executive Officer and Director
Frank J. Fertitta, III
                                              (Principal Executive Officer)

/s/ Glenn C. Christenson                      Executive Vice President, Chief          June 30, 2000
------------------------------------          Financial Officer, Chief
Glenn C. Christenson                          Administrative Officer, Treasurer and
                                              Director

                                              (Principal Financial and Accounting
                                              Officer)

/s/ Blake L. Sartini                          Executive Vice President, Chief          June 30, 2000
------------------------------------          Operating Officer and Director
Blake L. Sartini
/s/ Delise F. Sartini                         Director                                 June 30, 2000
------------------------------------
Delise F. Sartini

/s/ Lorenzo J. Fertitta                       Director                                 June 30, 2000
------------------------------------
Lorenzo J. Fertitta

                                              Director                                 June ___, 2000
------------------------------------
Lowell H. Lebermann, Jr.

                                              Director                                 June ___, 2000
------------------------------------
Richard J. Heckmann

                                              Director                                 June ___, 2000
------------------------------------
R. Hal Dean