<PAGE>   1
     As Filed with the Securities and Exchange Commission on July 13, 1998
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                THE SANDS REGENT
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          NEVADA                                           88-0201135
(STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

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

                           345 NORTH ARLINGTON AVENUE
                               RENO, NEVADA 89501
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                   AMENDED AND RESTATED STOCK OPTION PLAN FOR
                EXECUTIVES AND KEY EMPLOYEES OF THE SANDS REGENT;
                                       AND
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                              FOR LOUIS J. PHILLIPS
                            (FULL TITLE OF THE PLANS)

                               ------------------
<TABLE>
<CAPTION>
<S>                                                         <C>
          PETE CLADIANOS, III                                               Copy to:
 Executive Vice President and Secretary                            Regina M. Schlatter, Esq.
            THE SANDS REGENT                                            LATHAM & WATKINS
       345 North Arlington Avenue                          650 Town Center Drive, Twentieth Floor
           Reno, Nevada 89501                                  Costa Mesa, California 92626-1925
             (702) 348-2210                                              (714) 540-1235
</TABLE>

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

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

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               Proposed Maximum     Proposed Maximum
 Title of Securities to be    Amount to be    Offering Price Per   Aggregate Offering       Amount of
        Registered           Registered (1)       Share (2)             Price (2)        Registration Fee
-----------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                 <C>                <C>
Common Stock...............     310,000            $1.8223              $564,914               $167
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Amended and Restated Stock Option Plan For Executives and Key Employees
    of The Sands Regent (the "Plan") authorizes the issuance of a maximum of
    800,000 shares of common stock of The Sands Regent (the "Company"), par
    value $.05 per share ("Common Stock"), 300,000 of which are being newly
    registered hereunder, 72,136 of which are subject to presently outstanding
    options granted under the Plan. See "Incorporation of Documents by
    Reference" below. The Non-Qualified Stock Option Agreement for Louis J.
    Phillips ("Phillips Agreement") provides for the issuance of 10,000 shares
    of the Common Stock pursuant to the exercise of presently outstanding
    options.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
    the sum of (i) the product of the number of options outstanding under the
    Plan (72,136) and the weighted average exercise price of the outstanding
    options under the Plan ($1.812), and (ii) the product of the remaining
    options available for future grants under the Plan (227,864) and the average
    ($1.8125) of the high and low prices of the Common Stock as reported on The
    Nasdaq National Market, on July 8, 1998, and (iii) the product of the number
    of options outstanding under the Phillips Agreement (10,000) and the
    exercise price for such options ($2.12).
================================================================================

PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
      STATEMENT AS OPTIONS GRANTED UNDER THE PLAN AND PHILLIPS AGREEMENT,
                          AS APPLICABLE, ARE EXERCISED.

                             Exhibit Index on Page 5
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
        ---------------------------------------

        This Registration Statement covers, in part, 300,000 additional shares
of Common Stock of the Company reserved for issuance under the Amended and
Restated Stock Option Plan for Executives and Key Employees of The Sands Regent
(the "Plan"). Effective August 4, 1997, the Board of Directors of the Company
adopted, and on November 3, 1997, the shareholders of the Company approved, an
amendment to the Plan which increased the number of shares reserved for issuance
thereunder by 300,000 shares to 800,000 shares. On September 26, 1985 and March
17, 1993, the Company filed with the Commission Form S-8 Registration Statements
(Nos. 33-00475 and 33-59574, respectively) (collectively, the "Prior
Registration Statements") covering (after giving effect to a 100% stock dividend
effected on February 26, 1993) an aggregate of 500,000 shares issuable under the
Plan. The contents of the Prior Registration Statements are incorporated by
reference herein to the extent not modified or superseded thereby or by any
subsequently filed document which is incorporated by reference herein or
therein.

        The following documents are filed by the Company with the Commission are
also incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1997;

        (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 1997;

        (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended December 31, 1997;

        (d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 1998; and

        (e) The description of the Company's Common Stock contained in the
            Company's Registration Statement on Form S-1 filed with the
            Commission (No. 2-93453).

        All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of it from the respective dates of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES
        -------------------------

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
        --------------------------------------

        The consolidated financial statements of the Company appearing in its
Annual Report on Form 10-K for the year ended June 30, 1997, have been audited
by Deloitte & Touche, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
        -----------------------------------------

        The Company's Bylaws contain a section which reflects the current
provisions of Section 78.751 of the Nevada General Corporation law. The
Company's Bylaws provide, in general, that the Company shall indemnify any
person who was or

                                        2

<PAGE>   3

is a party or is threatened to be made a party to any threatened, pending or
completed lawsuit, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company against certain expenses incurred in connection with such lawsuit if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company. The Company shall also
indemnify any such person who is a party to a lawsuit by or in the right of the
Company by reason of the fact that he is or was a director, officer, employee or
agent of the Company against certain expenses incurred in connection with the
defense or settlement of such lawsuit if he acted in good faith and in a manner
he reasonably believed to be or not opposed to the best interests of the
corporation, unless such person has been adjudged by a court to be liable to the
Company and except for amounts paid in settlement to the Company.

        The inclusion of the above provisions in the Company's Bylaws may have
the effect of reducing the likelihood of stockholder derivative suits against
directors and may discourage or deter stockholders or management from bringing a
lawsuit against directors for breach of their duty of care, event though such an
action, if successful, might otherwise have benefited the Company and its
stockholders.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
        -----------------------------------

        Not applicable.

ITEM 8. EXHIBITS
        --------

        See Index to Exhibits on page 5.

ITEM 9. UNDERTAKINGS
        ------------

        (a) The Company hereby undertakes:

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

                (i) to include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933, as amended (the "Securities Act");

                (ii) to reflect in the prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, present a fundamental change in the information set
            forth in this Registration Statement; and

                (iii) to include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-affective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 thereon.

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

        (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 that event that a claim for expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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 of 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.

                                       3

<PAGE>   4

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company 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 Reno, State of Nevada, on
this 8th day of July, 1998.

                                THE SANDS REGENT,
                                a Nevada corporation


                                By: /s/ Ferenc B. Szony
                                    --------------------------------------------
                                                  Ferenc B. Szony
                                President, Chief Executive Officer and Director
                                          (Principal Executive Officer)


                                POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes and appoints
Ferenc B. Szony as attorney-in-fact and agent, with full power of substitution
and resubstitution, to sign on his or her behalf, individually and in the
capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.

        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>

Signature                            Title                                   Date
---------                            -----                                   ----
<S>                                <C>                                     <C>
/s/ Ferenc B. Szony                  President, Chief Executive Officer,     July 8, 1998
---------------------------          and Director
Ferenc B. Szony                      (Principal Executive Officer)

/s/ Katherene Latham                 Chairman of the Board                   July 8, 1998
---------------------------
Katherene Latham

/s/ Pete Cladianos, Jr.              Vice Chairman of the Board              July 8, 1998
---------------------------
Pete Cladianos, Jr.

/s/ Jon N. Bengsten                  Director                                July 8, 1998
---------------------------
Jon N. Bengston

/s/ Pete Cladianos, III              Director                                July 8, 1998
---------------------------
Pete Cladianos, III

/s/ Louis J. Phillips                Director                                July 8, 1998
---------------------------
Louis J. Phillips

/s/ David R. Wood                    Executive Vice President, Treasurer,    July 8, 1998
---------------------------          Chief Financial Accounting Officer
David R. Wood                        and Director

</TABLE>



                                        4

<PAGE>   5

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

  EXHIBIT                                                                                   PAGE
   <S>        <C>                                                                         <C>
    4.1        Restated Articles of Incorporation of the Company (Incorporated by 
               reference to Exhibit 3(a) to the Company's Registration Statement 
               (Registration No. 2-93453) on Form S-1).................................

    4.2        Certificate of Amendment to the Restated Articles of Incorporation 
               of the Company, dated November 2, 1987 (Incorporated by reference to 
               Exhibit 4(a) to the Company's Form 10-Q for the quarter ended 
               December 31, 1987)......................................................

    4.3        Amended and Restated Bylaws of the Company, as amended 
               April 29, 1985, and (Incorporated by reference to Exhibit 3(b) to the 
               Company's Form 10-K for the fiscal year ended June 30, 1985)............

    4.4        Resolution of Amendment to the Bylaws of the Company, dated 
               November 2, 1987 (Incorporated by reference to Exhibit 4(b) to the 
               Company's Form 10-Q for the quarter ended December 31, 1987)............

    4.5        Certificate of Amendment of the Amended and Restated Code of 
               Bylaws, as amended, of The Sands Regent, dated January 10, 1996 
               (Incorporated by reference to Exhibit 3(b)(iii) to the Company's 
               Form 10-K for the fiscal year ended June 30, 1996)......................

    4.6        Amended Trust Agreement, dated February 22, 1987, among Antonia 
               Cladianos II as trustor and beneficiary and Pete Cladianos, Jr. as 
               trustee (Incorporated by reference to Exhibit 4(a) to the Company's 
               Form 10-K for the fiscal year ended June 30, 1987)......................

    4.7        Amended Trust Agreement, dated February 19, 1987, among Pete 
               Cladianos III as trustor and beneficiary and Pete Cladianos, Jr. as 
               trustee (Incorporated by reference to Exhibit 4(b) to the Company's 
               Form 10-K for the fiscal year ended June 30, 1987)......................

    5.1        Opinion of Latham & Watkins.............................................         6

    10.1       Non-qualified Stock Option Agreement between the Company and 
               Louis J. Phillips dated May 11, 1998....................................         7

    23.1       Consent of Latham & Watkins (included in Exhibit 5).....................         6

    23.2       Consent of Deloitte & Touche LLP........................................        15

    24.1       Power of Attorney (included on the signature page to this
               Registration Statement).................................................         4

</TABLE>



                                        5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED JULY 13, 1998", "secsgml_size_bytes": 21262}]
{"company-data": {"conformed-name": "SANDS REGENT", "cik": "0000753899", "assigned-sic": "7990", "irs-number": "880201135", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58997", "film-number": "98665373"}, "business-address": {"street1": "345 N ARLINGTON AVE", "city": "RENO", "state": "NV", "zip": "89501", "phone": "7023482200"}, "mail-address": {"street1": "345 N ARLINGTON AVE", "city": "RENO", "state": "NV", "zip": "89501"}}
1
     As Filed with the Securities and Exchange Commission on July 13, 1998
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                THE SANDS REGENT
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          NEVADA                                           88-0201135
(STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

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

                           345 NORTH ARLINGTON AVENUE
                               RENO, NEVADA 89501
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                   AMENDED AND RESTATED STOCK OPTION PLAN FOR
                EXECUTIVES AND KEY EMPLOYEES OF THE SANDS REGENT;
                                       AND
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                              FOR LOUIS J. PHILLIPS
                            (FULL TITLE OF THE PLANS)

                               ------------------
PETE CLADIANOS, III                                               Copy to:
 Executive Vice President and Secretary                            Regina M. Schlatter, Esq.
            THE SANDS REGENT                                            LATHAM & WATKINS
       345 North Arlington Avenue                          650 Town Center Drive, Twentieth Floor
           Reno, Nevada 89501                                  Costa Mesa, California 92626-1925
             (702) 348-2210                                              (714) 540-1235
(Name and address, including zip code, and telephone
               number, including area code, of agent for service)

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

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Maximum     Proposed Maximum
 Title of Securities to be    Amount to be    Offering Price Per   Aggregate Offering       Amount of
        Registered           Registered (1)       Share (2)             Price (2)        Registration Fee
-----------------------------------------------------------------------------------------------------------
Common Stock...............     310,000            $1.8223              $564,914               $167
-----------------------------------------------------------------------------------------------------------
(1) The Amended and Restated Stock Option Plan For Executives and Key Employees
    of The Sands Regent (the "Plan") authorizes the issuance of a maximum of
    800,000 shares of common stock of The Sands Regent (the "Company"), par
    value $.05 per share ("Common Stock"), 300,000 of which are being newly
    registered hereunder, 72,136 of which are subject to presently outstanding
    options granted under the Plan. See "Incorporation of Documents by
    Reference" below. The Non-Qualified Stock Option Agreement for Louis J.
    Phillips ("Phillips Agreement") provides for the issuance of 10,000 shares
    of the Common Stock pursuant to the exercise of presently outstanding
    options.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
    the sum of (i) the product of the number of options outstanding under the
    Plan (72,136) and the weighted average exercise price of the outstanding
    options under the Plan ($1.812), and (ii) the product of the remaining
    options available for future grants under the Plan (227,864) and the average
    ($1.8125) of the high and low prices of the Common Stock as reported on The
    Nasdaq National Market, on July 8, 1998, and (iii) the product of the number
    of options outstanding under the Phillips Agreement (10,000) and the
    exercise price for such options ($2.12).
================================================================================

PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
      STATEMENT AS OPTIONS GRANTED UNDER THE PLAN AND PHILLIPS AGREEMENT,
                          AS APPLICABLE, ARE EXERCISED.

                             Exhibit Index on Page 5
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
        ---------------------------------------

        This Registration Statement covers, in part, 300,000 additional shares
of Common Stock of the Company reserved for issuance under the Amended and
Restated Stock Option Plan for Executives and Key Employees of The Sands Regent
(the "Plan"). Effective August 4, 1997, the Board of Directors of the Company
adopted, and on November 3, 1997, the shareholders of the Company approved, an
amendment to the Plan which increased the number of shares reserved for issuance
thereunder by 300,000 shares to 800,000 shares. On September 26, 1985 and March
17, 1993, the Company filed with the Commission Form S-8 Registration Statements
(Nos. 33-00475 and 33-59574, respectively) (collectively, the "Prior
Registration Statements") covering (after giving effect to a 100% stock dividend
effected on February 26, 1993) an aggregate of 500,000 shares issuable under the
Plan. The contents of the Prior Registration Statements are incorporated by
reference herein to the extent not modified or superseded thereby or by any
subsequently filed document which is incorporated by reference herein or
therein.

        The following documents are filed by the Company with the Commission are
also incorporated herein by reference:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
            June 30, 1997;

        (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 1997;

        (c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended December 31, 1997;

        (d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 1998; and

        (e) The description of the Company's Common Stock contained in the
            Company's Registration Statement on Form S-1 filed with the
            Commission (No. 2-93453).

        All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of it from the respective dates of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES
        -------------------------

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
        --------------------------------------

        The consolidated financial statements of the Company appearing in its
Annual Report on Form 10-K for the year ended June 30, 1997, have been audited
by Deloitte & Touche, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
        -----------------------------------------

        The Company's Bylaws contain a section which reflects the current
provisions of Section 78.751 of the Nevada General Corporation law. The
Company's Bylaws provide, in general, that the Company shall indemnify any
person who was or

                                        2
3

is a party or is threatened to be made a party to any threatened, pending or
completed lawsuit, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company against certain expenses incurred in connection with such lawsuit if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company. The Company shall also
indemnify any such person who is a party to a lawsuit by or in the right of the
Company by reason of the fact that he is or was a director, officer, employee or
agent of the Company against certain expenses incurred in connection with the
defense or settlement of such lawsuit if he acted in good faith and in a manner
he reasonably believed to be or not opposed to the best interests of the
corporation, unless such person has been adjudged by a court to be liable to the
Company and except for amounts paid in settlement to the Company.

        The inclusion of the above provisions in the Company's Bylaws may have
the effect of reducing the likelihood of stockholder derivative suits against
directors and may discourage or deter stockholders or management from bringing a
lawsuit against directors for breach of their duty of care, event though such an
action, if successful, might otherwise have benefited the Company and its
stockholders.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
        -----------------------------------

        Not applicable.

ITEM 8. EXHIBITS
        --------

        See Index to Exhibits on page 5.

ITEM 9. UNDERTAKINGS
        ------------

        (a) The Company hereby undertakes:

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

                (i) to include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933, as amended (the "Securities Act");

                (ii) to reflect in the prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, present a fundamental change in the information set
            forth in this Registration Statement; and

                (iii) to include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-affective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 thereon.

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

        (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 that event that a claim for expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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 of 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.

                                       3
4

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company 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 Reno, State of Nevada, on
this 8th day of July, 1998.

                                THE SANDS REGENT,
                                a Nevada corporation

                                By: /s/ Ferenc B. Szony
                                    --------------------------------------------
                                                  Ferenc B. Szony
                                President, Chief Executive Officer and Director
                                          (Principal Executive Officer)

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes and appoints
Ferenc B. Szony as attorney-in-fact and agent, with full power of substitution
and resubstitution, to sign on his or her behalf, individually and in the
capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.

        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.
Signature                            Title                                   Date
---------                            -----                                   ----
/s/ Ferenc B. Szony                  President, Chief Executive Officer,     July 8, 1998
---------------------------          and Director
Ferenc B. Szony                      (Principal Executive Officer)

/s/ Katherene Latham                 Chairman of the Board                   July 8, 1998
---------------------------
Katherene Latham

/s/ Pete Cladianos, Jr.              Vice Chairman of the Board              July 8, 1998
---------------------------
Pete Cladianos, Jr.

/s/ Jon N. Bengsten                  Director                                July 8, 1998
---------------------------
Jon N. Bengston

/s/ Pete Cladianos, III              Director                                July 8, 1998
---------------------------
Pete Cladianos, III

/s/ Louis J. Phillips                Director                                July 8, 1998
---------------------------
Louis J. Phillips

/s/ David R. Wood                    Executive Vice President, Treasurer,    July 8, 1998
---------------------------          Chief Financial Accounting Officer
David R. Wood                        and Director
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                                INDEX TO EXHIBITS
EXHIBIT                                                                                   PAGE
4.1        Restated Articles of Incorporation of the Company (Incorporated by 
               reference to Exhibit 3(a) to the Company's Registration Statement 
               (Registration No. 2-93453) on Form S-1).................................

    4.2        Certificate of Amendment to the Restated Articles of Incorporation 
               of the Company, dated November 2, 1987 (Incorporated by reference to 
               Exhibit 4(a) to the Company's Form 10-Q for the quarter ended 
               December 31, 1987)......................................................

    4.3        Amended and Restated Bylaws of the Company, as amended 
               April 29, 1985, and (Incorporated by reference to Exhibit 3(b) to the 
               Company's Form 10-K for the fiscal year ended June 30, 1985)............

    4.4        Resolution of Amendment to the Bylaws of the Company, dated 
               November 2, 1987 (Incorporated by reference to Exhibit 4(b) to the 
               Company's Form 10-Q for the quarter ended December 31, 1987)............

    4.5        Certificate of Amendment of the Amended and Restated Code of 
               Bylaws, as amended, of The Sands Regent, dated January 10, 1996 
               (Incorporated by reference to Exhibit 3(b)(iii) to the Company's 
               Form 10-K for the fiscal year ended June 30, 1996)......................

    4.6        Amended Trust Agreement, dated February 22, 1987, among Antonia 
               Cladianos II as trustor and beneficiary and Pete Cladianos, Jr. as 
               trustee (Incorporated by reference to Exhibit 4(a) to the Company's 
               Form 10-K for the fiscal year ended June 30, 1987)......................

    4.7        Amended Trust Agreement, dated February 19, 1987, among Pete 
               Cladianos III as trustor and beneficiary and Pete Cladianos, Jr. as 
               trustee (Incorporated by reference to Exhibit 4(b) to the Company's 
               Form 10-K for the fiscal year ended June 30, 1987)......................

    5.1        Opinion of Latham & Watkins.............................................         6

    10.1       Non-qualified Stock Option Agreement between the Company and 
               Louis J. Phillips dated May 11, 1998....................................         7

    23.1       Consent of Latham & Watkins (included in Exhibit 5).....................         6

    23.2       Consent of Deloitte & Touche LLP........................................        15

    24.1       Power of Attorney (included on the signature page to this
               Registration Statement).................................................         4
5