<PAGE>
As filed with the Securities and Exchange Commission on December 15, 1995
                                              Registration No. 33-_______  

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

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

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

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

                        ACCLAIM ENTERTAINMENT, INC.
          (Exact name of registrant as specified in its charter)

              Delaware                          38-2698904
     (State or other jurisdiction of          (I.R.S Employer
     incorporation or organization)        Identification Number)

                             One Acclaim Plaza
                      Glen Cove, New York 11542-2708
                 (Address of principal executive offices)

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

                        Acclaim Entertainment, Inc.
                        1995 Restricted Stock Plan
                         (Full title of the plan)

                            ------------------
                                                     
          Gregory E. Fischbach               Copy to:             
          Chief Executive Officer            Eric M. Lerner, Esq.
          One Acclaim Plaza                  Rosenman & Colin LLP  
          Glen Cove, New York 11542-2708     575 Madison Avenue       
          (516) 656-5000                     New York, New York 10022
          (Name, address and telephone       (212) 940-7157
          number of agent for service)

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

                      CALCULATION OF REGISTRATION FEE
                                                                           
Title of                     Proposed maximum  Proposed maximum    Amount of
securities to  Amount to be  offering price    aggregate offering  registration
be registered   registered   per share         price               fee*
- -------------  ------------  ----------------  ------------------  ------------
Common Stock,
 par value
 $0.02 per
 share......     194,631         $0.02              $3,893            $100

* Fee computed pursuant to Rule 457(h) is below the minimum required under
  Section 6(b) of the Securities Act of 1933.

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

<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Acclaim Entertainment, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission
(the "Commission").  The following documents, or portions thereof,
filed by the Company with the Commission pursuant to the Exchange
Act (File No. 0-16986) are incorporated by reference in this
Registration Statement:

          a.   The Company's Annual Report on Form 10-K for the
     fiscal year ended August 31, 1995, filed on December 8, 1995.

          b.   The information in respect of the Company's common
     stock under the caption "Description of Registrant's
     Securities to be Registered" contained in the Company's
     Registration Statement on Form 8-A filed with the Commission
     on June 8, 1988, as amended by the Company's Current Report on
     Form 8-K, filed on August 25, 1989, relating to the one-for-
     two stock split effected by the Company.  

     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 hereto indicating 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
a part of this Registration Statement from the respective dates of
filings of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Certificate of Incorporation of the Company provides that
any person may be indemnified against all expenses and liabilities
to the fullest extent permitted by the General Corporation Law of
the State of Delaware.

     Section 145 of the General Corporation Law of Delaware, the
law of the state in which the Company is incorporated, empowers a
corporation within certain limitations to indemnify any person
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with any suit or proceeding to which he is a party by
reason of the fact that he is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, as long as he acted in good faith and in a manner which

he reasonably believed to be in, or not opposed to, the best

                               II-1
<PAGE>
interests of the corporation.  With respect to any criminal
proceeding, he must have had no reasonable cause to believe his
conduct was unlawful.

     The Company has in effect directors' and officers' liability
insurance.

ITEM 8.  EXHIBITS

  Exhibit No.  Description
  -----------  -----------
     *4(a)   - Acclaim Entertainment, Inc. 1995 Restricted Stock
               Plan.

      4(b)   - Certificate of Incorporation (incorporated by
               reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-1, Registration
               No. 33-28274, filed on April 21, 1989, as amended).

      4(c)   - Amendment to the Certificate of Incorporation
               (incorporated by reference to Exhibit 3.2 to the
               Company's Registration Statement on Form S-1,
               Registration No. 33-28274, filed on April 21, 1989,
               as amended).

      4(d)   - Amendment to the Certificate of Incorporation
               (incorporated by reference to Exhibit 4(d) to the
               Company's Registration Statement on Form S-8,
               Registration No. 33-59483, filed on May 19, 1995)
               (the "1995 S-8").

      4(e)   - Amended and Restated By-Laws (incorporated by
               reference to Exhibit 4(e) to the 1995 S-8).

     *5      - Opinion of Rosenman & Colin LLP.

      23(a)  - Consent of Grant Thornton LLP (included on page II-
               6).

      23(b)  - Consent of Rosenman & Colin LLP (included in
               Exhibit 5).

      24     - Power of Attorney (included on page II-5)
- ------------
*  Filed herewith

                               II-2
<PAGE>
ITEM 9.  UNDERTAKINGS


     1.  The undersigned Registrant hereby undertakes: (a) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution of
the securities being registered hereby not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement; (b) that, for the
purpose of determining any liability under the Securities Act of
1933 (the "Securities Act"), each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and (c) 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.

     2.  The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 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 herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     3.  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 Securities and Exchange 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
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 Securities Act and will be governed by
the final adjudication of such issue.

                               II-3

<PAGE>
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 Glen Cove, State of New York, on this 12th day of December,
1995.

                                   ACCLAIM ENTERTAINMENT, INC.
                                         
                                   By   Gregory E. Fischbach    
                                        Gregory E. Fischbach
                                     Co-Chairman of the Board and
                                        Chief Executive Officer
                               II-4

<PAGE>
                       POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory E.
Fischbach and James Scoroposki, and each or either of them, his
true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all the exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite or necessary
to be done in and about the premises as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

   Signature                     Title                Date
   ---------                     -----                ----
Gregory E. Fischbach   Co-Chairman; Chief Executive   December 12, 1995
Gregory E. Fischbach    Officer; Director

James Scoroposki       Co-Chairman; Senior Executive  December 12, 1995
James Scoroposki        Vice President; Treasurer;
                        Secretary; Director

Robert Holmes          President; Chief Operating     December 12, 1995
Robert Holmes           Officer; General Manager;
                        Director

Bernard J. Fischbach   Director                       December 12, 1995
Bernard J. Fischbach


Michael Tannen         Director                       December 12, 1995
Michael Tannen


Robert H. Groman       Director                       December 12, 1995
Robert H. Groman

James Scibelli         Director                       December 12, 1995
James Scibelli

Bruce Ravenel          Director                       December 12, 1995
Bruce Ravenel

Anthony R. Williams    Executive Vice President;      December 12, 1995
Anthony R. Williams     Chief Financial and
                        Accounting Officer

                               II-5
<PAGE>
       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report, which includes an explanatory paragraph
that refers to litigation described in Note 19 to the consolidated
financial statements, dated December 8, 1995, accompanying the
consolidated financial statements and schedule of Acclaim
Entertainment, Inc. and Subsidiaries included in the Annual Report
on Form 10-K for the year ended August 31, 1995, which is
incorporated by reference in this Registration Statement on Form 
S-8.  We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.

                         GRANT THORNTON LLP

New York, New York
December 13, 1995

                               II-6

<PAGE>
                         EXHIBIT INDEX

Document                                              Page Number
- --------                                              -----------
4(a)   -  Acclaim Entertainment, Inc. 1995
          Restricted Stock Plan.

4(b)   -  Certificate of Incorporation
          (incorporated by reference to
          Exhibit 3.1 to the Company's
          Registration Statement on Form S-1,
          Registration No. 33-28274, filed on
          April 21, 1989, as amended).

4(c)   -  Amendment to Certificate of
          Incorporation (incorporated by
          reference to Exhibit 3.2 to the
          Company's Registration Statement on
          Form S-1, Registration No. 33-28274,
          filed on April 21, 1989, as amended).

4(d)   -  Amendment to the Certificate of 
          Incorporation (incorporated by 
          reference to Exhibit 4(d) to the 
          1995 S-8).

4(e)   -  Amended and Restated By-Laws 
          (incorporated by reference to Exhibit 
          4(e) to the 1995 S-8).

5      -  Opinion of Rosenman & Colin LLP.

23(a)  -  Consent of Grant Thornton LLP 
          (included on page II-6).

23(b)  -  Consent of Rosenman & Colin LLP 
          (included in Exhibit 5).

24     -  Power of Attorney (included on 
          page II-5)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15021}]
{"company-data": {"conformed-name": "ACCLAIM ENTERTAINMENT INC", "cik": "0000804888", "assigned-sic": "7372", "irs-number": "382698904", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65051", "film-number": "95602001"}, "business-address": {"street1": "71 AUDREY AVE", "city": "OYSTER BAY", "state": "NY", "zip": "11771", "phone": "5169222400"}, "mail-address": {"street1": "71 AUDREY AVE", "city": "OYSTER BAY", "state": "NY", "zip": "11771"}, "former-company": {"former-conformed-name": "GAMMA CAPITAL CORP", "date-changed": "19880608"}}
As filed with the Securities and Exchange Commission on December 15, 1995
                                              Registration No. 33-_______  

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

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

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

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

                        ACCLAIM ENTERTAINMENT, INC.
          (Exact name of registrant as specified in its charter)

              Delaware                          38-2698904
     (State or other jurisdiction of          (I.R.S Employer
     incorporation or organization)        Identification Number)

                             One Acclaim Plaza
                      Glen Cove, New York 11542-2708
                 (Address of principal executive offices)

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

                        Acclaim Entertainment, Inc.
                        1995 Restricted Stock Plan
                         (Full title of the plan)

                            ------------------
                                                     
          Gregory E. Fischbach               Copy to:             
          Chief Executive Officer            Eric M. Lerner, Esq.
          One Acclaim Plaza                  Rosenman & Colin LLP  
          Glen Cove, New York 11542-2708     575 Madison Avenue       
          (516) 656-5000                     New York, New York 10022
          (Name, address and telephone       (212) 940-7157
          number of agent for service)

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

                      CALCULATION OF REGISTRATION FEE
                                                                           
Title of                     Proposed maximum  Proposed maximum    Amount of
securities to  Amount to be  offering price    aggregate offering  registration
be registered   registered   per share         price               fee*
- -------------  ------------  ----------------  ------------------  ------------
Common Stock,
 par value
 $0.02 per
 share......     194,631         $0.02              $3,893            $100

* Fee computed pursuant to Rule 457(h) is below the minimum required under
  Section 6(b) of the Securities Act of 1933.

                            ------------------
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Acclaim Entertainment, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission
(the "Commission").  The following documents, or portions thereof,
filed by the Company with the Commission pursuant to the Exchange
Act (File No. 0-16986) are incorporated by reference in this
Registration Statement:

          a.   The Company's Annual Report on Form 10-K for the
     fiscal year ended August 31, 1995, filed on December 8, 1995.

          b.   The information in respect of the Company's common
     stock under the caption "Description of Registrant's
     Securities to be Registered" contained in the Company's
     Registration Statement on Form 8-A filed with the Commission
     on June 8, 1988, as amended by the Company's Current Report on
     Form 8-K, filed on August 25, 1989, relating to the one-for-
     two stock split effected by the Company.  

     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 hereto indicating 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
a part of this Registration Statement from the respective dates of
filings of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Certificate of Incorporation of the Company provides that
any person may be indemnified against all expenses and liabilities
to the fullest extent permitted by the General Corporation Law of
the State of Delaware.

     Section 145 of the General Corporation Law of Delaware, the
law of the state in which the Company is incorporated, empowers a
corporation within certain limitations to indemnify any person
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with any suit or proceeding to which he is a party by
reason of the fact that he is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, as long as he acted in good faith and in a manner which

he reasonably believed to be in, or not opposed to, the best

                               II-1
interests of the corporation.  With respect to any criminal
proceeding, he must have had no reasonable cause to believe his
conduct was unlawful.

     The Company has in effect directors' and officers' liability
insurance.

ITEM 8.  EXHIBITS

  Exhibit No.  Description
  -----------  -----------
     *4(a)   - Acclaim Entertainment, Inc. 1995 Restricted Stock
               Plan.

      4(b)   - Certificate of Incorporation (incorporated by
               reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-1, Registration
               No. 33-28274, filed on April 21, 1989, as amended).

      4(c)   - Amendment to the Certificate of Incorporation
               (incorporated by reference to Exhibit 3.2 to the
               Company's Registration Statement on Form S-1,
               Registration No. 33-28274, filed on April 21, 1989,
               as amended).

      4(d)   - Amendment to the Certificate of Incorporation
               (incorporated by reference to Exhibit 4(d) to the
               Company's Registration Statement on Form S-8,
               Registration No. 33-59483, filed on May 19, 1995)
               (the "1995 S-8").

      4(e)   - Amended and Restated By-Laws (incorporated by
               reference to Exhibit 4(e) to the 1995 S-8).

     *5      - Opinion of Rosenman & Colin LLP.

      23(a)  - Consent of Grant Thornton LLP (included on page II-
               6).

      23(b)  - Consent of Rosenman & Colin LLP (included in
               Exhibit 5).

      24     - Power of Attorney (included on page II-5)
- ------------
*  Filed herewith

                               II-2
ITEM 9.  UNDERTAKINGS

     1.  The undersigned Registrant hereby undertakes: (a) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution of
the securities being registered hereby not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement; (b) that, for the
purpose of determining any liability under the Securities Act of
1933 (the "Securities Act"), each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and (c) 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.

     2.  The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 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 herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     3.  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 Securities and Exchange 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
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 Securities Act and will be governed by
the final adjudication of such issue.

                               II-3
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 Glen Cove, State of New York, on this 12th day of December,
1995.

                                   ACCLAIM ENTERTAINMENT, INC.
                                         
                                   By   Gregory E. Fischbach    
                                        Gregory E. Fischbach
                                     Co-Chairman of the Board and
                                        Chief Executive Officer
                               II-4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory E.
Fischbach and James Scoroposki, and each or either of them, his
true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all the exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite or necessary
to be done in and about the premises as fully, to all intents and
purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

   Signature                     Title                Date
   ---------                     -----                ----
Gregory E. Fischbach   Co-Chairman; Chief Executive   December 12, 1995
Gregory E. Fischbach    Officer; Director

James Scoroposki       Co-Chairman; Senior Executive  December 12, 1995
James Scoroposki        Vice President; Treasurer;
                        Secretary; Director

Robert Holmes          President; Chief Operating     December 12, 1995
Robert Holmes           Officer; General Manager;
                        Director

Bernard J. Fischbach   Director                       December 12, 1995
Bernard J. Fischbach

Michael Tannen         Director                       December 12, 1995
Michael Tannen

Robert H. Groman       Director                       December 12, 1995
Robert H. Groman

James Scibelli         Director                       December 12, 1995
James Scibelli

Bruce Ravenel          Director                       December 12, 1995
Bruce Ravenel

Anthony R. Williams    Executive Vice President;      December 12, 1995
Anthony R. Williams     Chief Financial and
                        Accounting Officer

                               II-5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report, which includes an explanatory paragraph
that refers to litigation described in Note 19 to the consolidated
financial statements, dated December 8, 1995, accompanying the
consolidated financial statements and schedule of Acclaim
Entertainment, Inc. and Subsidiaries included in the Annual Report
on Form 10-K for the year ended August 31, 1995, which is
incorporated by reference in this Registration Statement on Form 
S-8.  We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.

                         GRANT THORNTON LLP

New York, New York
December 13, 1995

                               II-6
EXHIBIT INDEX

Document                                              Page Number
- --------                                              -----------
4(a)   -  Acclaim Entertainment, Inc. 1995
          Restricted Stock Plan.

4(b)   -  Certificate of Incorporation
          (incorporated by reference to
          Exhibit 3.1 to the Company's
          Registration Statement on Form S-1,
          Registration No. 33-28274, filed on
          April 21, 1989, as amended).

4(c)   -  Amendment to Certificate of
          Incorporation (incorporated by
          reference to Exhibit 3.2 to the
          Company's Registration Statement on
          Form S-1, Registration No. 33-28274,
          filed on April 21, 1989, as amended).

4(d)   -  Amendment to the Certificate of 
          Incorporation (incorporated by 
          reference to Exhibit 4(d) to the 
          1995 S-8).

4(e)   -  Amended and Restated By-Laws 
          (incorporated by reference to Exhibit 
          4(e) to the 1995 S-8).

5      -  Opinion of Rosenman & Colin LLP.

23(a)  -  Consent of Grant Thornton LLP 
          (included on page II-6).

23(b)  -  Consent of Rosenman & Colin LLP 
          (included in Exhibit 5).

24     -  Power of Attorney (included on 
          page II-5)