As filed with the Securities and Exchange Commission on June ___, 1999
                                               Registration No. 333-__________

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


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                     ------------------------------------
                                   FORM S-8
                            Registration Statement
                       Under the Securities Act of 1933
                     ------------------------------------
                          NEVADA GOLD & CASINOS, INC.
            (Exact name of Registrant as specified in its charter)

           Nevada                                           88-0142032
(State or other jurisdiction                             (I.R.S. Employer
     of incorporation or                              Identification Number)
        organization)


3040 Post Oak Blvd., Suite 675                         H. Thomas Winn
    Houston, Texas 77056                       3040 Post Oak Blvd., Suite 675
       (713) 621-2245                               Houston, Texas 77056
(Address, including zip code, and                      (713) 621-2245
 telephone number, including                 (Name, address, including zip code,
 area code, of registrant's                    and telephone number, including
principal executive offices)                  area code, of agent for service)


                            1999 STOCK OPTION PLAN
                           (Full Title of the Plans)
                               -----------------

                                   COPY TO:
                              Thomas C. Pritchard
                           Brewer & Pritchard, P.C.
                            1111 Bagby, 24th Floor
                             Houston, Texas 77002
                             Phone (713) 209-2950
                              Fax (713) 659-2430
                               -----------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
          TITLE OF                          PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
      SECURITIES TO BE       AMOUNT BEING    OFFERING PRICE       AGGREGATE       REGISTRATION
         REGISTERED          REGISTERED(1)   PER SHARE(2)      OFFERING PRICE(2)      FEE
----------------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>                 <C>
Common Stock, par value
$.12 per share..............    1,200,000       $ 3.00          $ 3,600,000         $ 1,001
----------------------------------------------------------------------------------------------
   TOTAL                                                                            $ 1,001
==============================================================================================
</TABLE>
------------
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
      number of shares of the issuer's Common Stock registered hereunder will be
      adjusted in the event of stock splits, stock dividends or similar
      transactions.
(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(h), on the basis of the high and low
      prices of the Common Stock as reported by the OTC Electronic Bulletin
      Board on May 27, 1999.

<PAGE>
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Nevada Gold & Casinos, Inc. ("Company"
or "Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8 by reference:

         1. The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
or, either (i) the Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended ("Securities Act") that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or Form 10-SB filed under the Exchange Act containing
audited financial statements for the Company's latest fiscal year;

         2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and

         3. The description of the Company common stock that is contained in a
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.

         All documents subsequently filed by the registrant 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 that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada General Corporation Law allows the
Company to indemnify any person who was or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust or other enterprise. The Company may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
amounts if it is later determined that the person was not entitled to be
indemnified by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS

         The following exhibits are filed as part of this Registration
Statement:

                                     II-1
<PAGE>
EXHIBIT NO.             IDENTIFICATION OF EXHIBIT

4.1(1)      --  Common Stock Specimen
5.1(1)      --  Opinion Regarding Legality
10.1(1)     --  1999 Stock Option Plan
23.1(1)     --  Consent of Counsel (included in Exhibit 5.1)
23.2(1)     --  Consent of Pannell Kerr Forster of Texas, P.C., independent
                public accountants

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

(1) Filed with this Form S-8.

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 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; 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 (ii)
                         do not apply if the registration statement is on Form
                         S-3 or Form S-8, and the information required to be
                         included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed with
                         or furnished to the Commission by the registrant
                         pursuant to Section 13 or 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
                    Securities 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.

         (b) 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 (and,

                                     II-2
<PAGE>
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 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.

         (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 provisions described in Item 6 above, 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 Houston, State of Texas, on the 28th day of May,
1999.

                                      NEVADA GOLD & CASINOS, INC.


                                      By:/s/H. THOMAS WINN
                                            H. THOMAS WINN,
                                            Chief Executive Officer

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

SIGNATURE                           TITLE                              DATE


/s/ H. THOMAS WINN           Chairman of the Board,                 May 28, 1999
    H. THOMAS WINN           Chief Executive Officer, President,
                              and Treasurer



/s/ PAUL J. BURKETT          Director and Vice President            May 28, 1999
    PAUL J. BURKETT


/s/ WILLIAM G. JAYROE        Director and Secretary                 May 28, 1999
    WILLIAM G. JAYROE


/s/ JAMES WONG               Director                               May 28, 1999
    JAMES WONG

                                      II-4
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13786}]
{"company-data": {"conformed-name": "NEVADA GOLD & CASINOS INC", "cik": "0000277058", "assigned-sic": "6795", "irs-number": "880142032", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79867", "film-number": "99639623"}, "business-address": {"street1": "3040 POST OAK BLVD", "street2": "STE 675", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136882211"}, "mail-address": {"street1": "3040 POST OAK BLVD", "street2": "SUITE 675", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": [{"former-conformed-name": "PACIFIC GOLD CORP", "date-changed": "19920703"}, {"former-conformed-name": "PACIFIC GOLD & URANIUM INC", "date-changed": "19860925"}]}
As filed with the Securities and Exchange Commission on June ___, 1999
                                               Registration No. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                     ------------------------------------
                                   FORM S-8
                            Registration Statement
                       Under the Securities Act of 1933
                     ------------------------------------
                          NEVADA GOLD & CASINOS, INC.
            (Exact name of Registrant as specified in its charter)

           Nevada                                           88-0142032
(State or other jurisdiction                             (I.R.S. Employer
     of incorporation or                              Identification Number)
        organization)

3040 Post Oak Blvd., Suite 675                         H. Thomas Winn
    Houston, Texas 77056                       3040 Post Oak Blvd., Suite 675
       (713) 621-2245                               Houston, Texas 77056
(Address, including zip code, and                      (713) 621-2245
 telephone number, including                 (Name, address, including zip code,
 area code, of registrant's                    and telephone number, including
principal executive offices)                  area code, of agent for service)

                            1999 STOCK OPTION PLAN
                           (Full Title of the Plans)
                               -----------------

                                   COPY TO:
                              Thomas C. Pritchard
                           Brewer & Pritchard, P.C.
                            1111 Bagby, 24th Floor
                             Houston, Texas 77002
                             Phone (713) 209-2950
                              Fax (713) 659-2430
                               -----------------

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
          TITLE OF                          PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
      SECURITIES TO BE       AMOUNT BEING    OFFERING PRICE       AGGREGATE       REGISTRATION
         REGISTERED          REGISTERED(1)   PER SHARE(2)      OFFERING PRICE(2)      FEE
----------------------------------------------------------------------------------------------
Common Stock, par value
$.12 per share..............    1,200,000       $ 3.00          $ 3,600,000         $ 1,001
----------------------------------------------------------------------------------------------
   TOTAL                                                                            $ 1,001
==============================================================================================
------------
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
      number of shares of the issuer's Common Stock registered hereunder will be
      adjusted in the event of stock splits, stock dividends or similar
      transactions.
(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(h), on the basis of the high and low
      prices of the Common Stock as reported by the OTC Electronic Bulletin
      Board on May 27, 1999.
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Nevada Gold & Casinos, Inc. ("Company"
or "Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8 by reference:

         1. The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
or, either (i) the Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended ("Securities Act") that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or Form 10-SB filed under the Exchange Act containing
audited financial statements for the Company's latest fiscal year;

         2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and

         3. The description of the Company common stock that is contained in a
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.

         All documents subsequently filed by the registrant 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 that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada General Corporation Law allows the
Company to indemnify any person who was or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust or other enterprise. The Company may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
amounts if it is later determined that the person was not entitled to be
indemnified by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.  EXHIBITS

         The following exhibits are filed as part of this Registration
Statement:

                                     II-1
EXHIBIT NO.             IDENTIFICATION OF EXHIBIT

4.1(1)      --  Common Stock Specimen
5.1(1)      --  Opinion Regarding Legality
10.1(1)     --  1999 Stock Option Plan
23.1(1)     --  Consent of Counsel (included in Exhibit 5.1)
23.2(1)     --  Consent of Pannell Kerr Forster of Texas, P.C., independent
                public accountants

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

(1) Filed with this Form S-8.

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 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; 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 (ii)
                         do not apply if the registration statement is on Form
                         S-3 or Form S-8, and the information required to be
                         included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed with
                         or furnished to the Commission by the registrant
                         pursuant to Section 13 or 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
                    Securities 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.

         (b) 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 (and,

                                     II-2
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 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.

         (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 provisions described in Item 6 above, 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 Houston, State of Texas, on the 28th day of May,
1999.

                                      NEVADA GOLD & CASINOS, INC.

                                      By:/s/H. THOMAS WINN
                                            H. THOMAS WINN,
                                            Chief Executive Officer

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

SIGNATURE                           TITLE                              DATE

/s/ H. THOMAS WINN           Chairman of the Board,                 May 28, 1999
    H. THOMAS WINN           Chief Executive Officer, President,
                              and Treasurer

/s/ PAUL J. BURKETT          Director and Vice President            May 28, 1999
    PAUL J. BURKETT

/s/ WILLIAM G. JAYROE        Director and Secretary                 May 28, 1999
    WILLIAM G. JAYROE

/s/ JAMES WONG               Director                               May 28, 1999
    JAMES WONG

                                      II-4