As filed with the Securities and Exchange Commission on August 9, 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                          AMERICAN BINGO & GAMING CORP.
             (Exact name of registrant as specified in its charter)

        Delaware                  1-13530                    74-2723809
    (State or other            (Primary Standard          (I.R.S. Employer 
    jurisdiction of               Industrial             Identification No.)
     incorporation              Classification 
    or organization)             Code Number)
                    
                         515 Congress Avenue, Suite 1200
                               Austin, Texas 78701
                                 (512) 472-2041
                        (Address and Telephone Number of
               Registrant's Principal Executive Office)(Zip Code)


                          AMERICAN BINGO & GAMING CORP.
                         1996 EMPLOYEE STOCK OPTION PLAN
                        (500,000 shares of Common Stock)

                          AMERICAN BINGO & GAMING CORP.
                         1995 EMPLOYEE STOCK OPTION PLAN
                        (500,000 shares of Common Stock)

                          AMERICAN BINGO & GAMING CORP.
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                         (50,000 shares of Common Stock)

                          AMERICAN BINGO & GAMING CORP.
                        AMENDED STOCK OPTION PLAN (1994)
                        (250,000 shares of Common Stock)

                            (full title of the plans)

                            Gregory Wilson, President
                         515 Congress Avenue, Suite 1200
                               Austin, Texas 78701
                                 (512) 472-2041
  (Name, Address & Telephone number, including area code, of agent for service)

                                 ---------------
                                   
                                   Copies to:

                       Silverman, Collura & Chernis, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600


<PAGE>

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                               Proposed         Proposed            
Title of         Amount        maximum          maximum             Amount of
securities to    to be         offering price   aggregate           registration
be registered    registered    per share (1)    offering price (1)  fee
- --------------------------------------------------------------------------------

Common Stock(1)  1,300,000     2.53125          3,290,625           1,134.70

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

(1) Calculated in accordance  with  457(h)(1)  using the average of the high and
low prices for the Common Stock as reported on the NASDAQ SmallCap Market System
on August 6, 1996.

                                       2
<PAGE>

          PART 1 - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing  information specified in Part 1 (plan information
and registrant  information)  will be sent or given to employees as specified by
Rule  428(b)(1).  Such  documents  need not be filed  with  the  Securities  and
Exchange  Commission  either  as  part  of  this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Part 2 of this form taken  together  constitute a  prospectus  that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.


                                       3
<PAGE>

                          AMERICAN BINGO & GAMING CORP.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3

Form S-3 Items and Heading                             Location in Prospectus
- --------------------------                             ----------------------

1.   Forepart of the Registration Statement
     and Outside Front Cover Page of Prospectus.....   Front cover Page 
                                                       
2.   Inside Front And Outside Back Cover............   Inside Front cover Page
                                                       
3.   Summary Information, Risk Factors and Ratio       
     of Earnings to Fixed Charges...................   The Company
                                                       
4.   Use of Proceeds................................   Not Applicable
                                                       
5.   Determination of Offering Price................   Not Applicable
                                                       
6.   Dilution.......................................   Not Applicable
                                                       
7.   Selling Security Holders.......................   Selling Stockholders
                                                       
8.   Plan of Distribution...........................   Plan of Distribution
                                                       
9.   Description of Securities to be Registered  ...   Description of Securities
                                                       
10.  Interest of Named Experts and Counsel..........   Legal Matters
                                                       
11.  Material Changes...............................   Not Applicable
                                                       
12.  Incorporation of Certain Information by           
     Reference......................................   Incorporation of
                                                         Certain Documents by
                                                         Reference
13.  Disclosure of Commission Position on              
     Indemnification for Securities Act                
     Liabilities....................................   Indemnification of
                                                         Directors and Officers

                                       4
<PAGE>

RE-OFFER PROSPECTUS

                          AMERICAN BINGO & GAMING CORP.
                         515 Congress Avenue, Suite 1200
                               Austin, Texas 78701

                                  Common Stock

     This  Prospectus  relates  to offers  and  sales by  certain  officers  and
directors  of  American  Bingo &  Gaming  Corp.,  a  Delaware  corporation  (the
"Company"), named herein or to be named supplementally,  who may be deemed to be
"affiliates"  of the Company as defined in Rule 405 under the  Securities Act of
1933,  as amended,  (the  "Securities  Act") and an employee of the Company (the
certain officers,  directors and employee together, the "Selling Stockholders"),
of shares of the Company's  Common Stock,  $.001 par value (the "Common Stock"),
that may be acquired by such persons upon exercise of stock  options  granted to
them or purchased by them  pursuant to the  Company's  Amended Stock Option Plan
(1994)(the  "1994 Plan"),  the 1995 Employee  Stock Purchase Plan (the "Purchase
Plan"),  the 1995  Employee  Stock  Option  Plan (the "1995  Plan") and the 1996
Employee Stock Option Plan (the "1996  Plan")(the  1994 Plan, the Purchase Plan,
the 1995 Plan and the 1996 Plan together,  the "Plans").  The shares that may be
so acquired by such persons  pursuant to the Plans are herein referred to as the
"Option and Restricted Shares".

     The Option and Restricted Shares may be offered hereby from time to time by
any  and  all  of  the  Selling  Stockholders,  named  herein  or  to  be  named
supplementally,  for their own  benefit.  The Company will receive no portion of
the proceeds of sales made hereunder.  All expenses of registration  incurred in
connection  with this  offering are being borne by the Company,  but all selling
and other expenses  incurred by the Selling  Stockholders  will be borne by such
Selling Stockholders.

     All or a portion  of the  shares  of Common  Stock  offered  hereby  may be
offered  for sale,  from time to time,  on the  NASDAQ  SmallCap  Market  System
("Nasdaq")  and the Boston Stock Exchange (the "BSE"),  or otherwise,  at prices
and terms then obtainable.  All brokers'  commissions,  concessions or discounts
will be paid by the Selling Stockholders.

     The Selling  Stockholders and any broker executing selling orders on behalf
of the  Selling  Stockholders  may be deemed to be an  "underwriter"  within the
meaning of the  Securities  Act,  in which  event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

     The Common Stock and Warrants of the Company are listed on Nasdaq under the
symbols  BNGO and BNGOW,  respectively,  as well as on the BSE under the symbols
ABG and ABGW,  respectively.  On August 6, 1996, the last reported sale price of
the  Company's  Common  Stock and  Warrants  on Nasdaq was  $2.4375  and $.4375,
respectively.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is August 9, 1996.


                                       5
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

Available Information......................................................    7
                                                                              
The Company................................................................    8
                                                                              
Risk Factors...............................................................    9
                                                                              
Selling Stockholders.......................................................   12
                                                                              
Transfer Agent and Registrar...............................................   13
                                                                              
Plan of Distribution.......................................................   13
                                                                              
Incorporation of Certain Documents by Reference............................   13
                                                                              
Legal Matters..............................................................   14
                                                                              
Experts....................................................................   14
                                                                              
Indemnification of Directors and Officers..................................   14
                                                                           

                                       6
<PAGE>

     No  person  is  authorized  to  give  any   information   or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

     This  Prospectus  does not contain all of the  information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

     The Company hereby  undertakes to provide  without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be directed  to American  Bingo & Gaming  Corp.,  515  Congress
Avenue, Suite 1200, Austin, Texas 78701 (512) 472-2041.


                                       7
<PAGE>

                                   THE COMPANY

     American Bingo & Gaming Corp.  (the "Company") was  incorporated  under the
laws of the State of Delaware in 1994.  The Company was formed to consummate the
acquisition  of  four  entities  engaged  in  the  operation  of  charity  bingo
entertainment  centers (the "Centers").  The Company subsequently  completed its
initial public offering in December 1994, from which  approximately $5.2 million
was raised  through the sale of 1,000,000  shares of Common Stock and  1,725,000
Warrants.

     The Company, through its subsidiaries,  provides maintenance and management
support for charities which utilize bingo events as a means of fund raising. The
Company  presently  operates nine Centers in Texas,  Alabama and South Carolina.
The Company's  current  Centers  average nine sessions per Center per week at an
average  per-session  fee to the  Company of $450.  In  addition,  revenues  are
derived from the operation and/or lease of vending and concession outlets at the
Centers. The Company also derives rental revenues from its South Carolina gaming
facility  where  video  gaming is legal.  The Company is required to operate the
Centers in  compliance  with  applicable  state and local laws and  regulations.
Presently,  approximately 45 states and the District of Columbia allow charities
to operate regulated bingo halls as a method of fund raising.

     The Company has designed an aggressive  expansion plan centered  around the
acquisition  of  existing  Centers as well as the  opening of new  Centers.  The
Company's  goal  is to  establish  itself  as a  major  force  in the  estimated
multi-billion  dollar per year charity bingo market.  No assurances may be given
that the Company's goals will be achieved.

     The  Company is  knowledgeable  with  respect to states  whose  legislation
permits  charity bingo and gaming  events.  The Company  identifies and analyzes
desirable bingo markets that offer favorable population and income demographics.
Where viable,  the Company currently plans to establish Centers in each of these
markets.  This can be  accomplished  either by building a new bingo center or by
acquiring an existing center.

     The  Company's  principal  executive  offices are  located at 515  Congress
Avenue,  Suite  1200,  Austin,  Texas,  78701  and the  telephone  number of the
principal executive offices is (512) 472-2041.


                                       8
<PAGE>

                                  RISK FACTORS

     The  following  factors  should be considered  carefully in evaluating  the
Company's business and before making any investment in the Company.

     1. Relatively New Venture, Need for Further Acquisitions.

     The Company must be regarded as in a formative  stage. The Company's future
success  depends upon its ability to continue to expand its existing  operations
through the acquisition of Centers, and the establishment of new Centers.  There
can be no  assurance  that  the  Company  will  be  successful  in  making  such
acquisitions  or  establishing  new  Centers.  The Company is subject to all the
risks inherent in attempting to expand a relatively new business venture.  These
risks  include the  potential  inability of the Company to  efficiently  operate
additional   Centers,   the  existence  of  undisclosed   actual  or  contingent
liabilities,   the  inability  to  fund  the  working  capital  requirements  of
additional  Centers and the inability to locate and/or  establish  Centers which
have a  positive  effect on the  Company's  operations.  Recently,  the  Company
encountered a hostile  regulatory  environment in Florida and found it necessary
to dispose of its four centers there. There can be no assurance that the Company
will  achieve a level of  profitability  that will  provide a return on invested
capital  or will  result in an  increase  in the market  value of the  Company's
securities.

     2. Need for Additional Financing.

     The Company's  business  plan  includes an  aggressive  program to identify
acquisition  candidates that meet certain demographic and other criteria, and to
seek to  acquire  them.  Growth  to date has been  funded  initially  with  cash
advanced by shareholders and from operations,  and since December, 1994 with the
proceeds of the Company's initial public offering.  The Company believes it will
have resources to enable it to make significant acquisitions. However, there can
be no assurance that the remaining cash, coupled with the Company's Common Stock
which has been used as currency to facilitate certain acquisitions,  will enable
the Company to finance all of its acquisition plans. Moreover,  additional funds
may be  needed  to fund the  working  capital  requirements  of  newly  acquired
Centers.  No assurance can be given that  additional  needed  financing  will be
available to the Company,  or if available,  on terms acceptable to the Company.
If further financing is needed, but not available,  the Company will be required
to scale down its acquisition plans.

     3. Competition.

     The Company  competes with other Centers  located in the general area where
the  Company's  subsidiaries  presently  operate.  Competition  is based on such
factors as location,  comfort,  cleanliness,  personal  relationships  and other
amenities.  The Company continues to seek to maximize the competitive advantages
of its facilities. The Company does expect to encounter increased competition as
it seeks to acquire  additional  Centers.  Other  forms of  gaming,  principally
non-charity  operations  also represent  additional  competitive  threats to the
Company. There can be no assurance that additional competing Centers will not be
opened by parties not affiliated with the Company or that existing  Centers will
not be  refurbished  to the extent  that they are more  amenable  to the charity
bingo players who presently frequent the Company's Centers.


                                       9
<PAGE>

     4. Dependence Upon Key Personnel.

     The  Company is  substantially  dependent  upon the  continued  services of
Gregory Wilson,  its Chairman and Chief  Executive  Officer who is the Company's
most  experienced  person in the operation of charity bingo centers.  Mr. Wilson
has entered into a three-year  employment  agreement  with the Company which has
about a year and one half to run. The loss of the services of Mr. Wilson through
incapacity or otherwise would have a material  adverse effect upon the Company's
business and prospects. To the extent that his services become unavailable,  the
Company will be required to retain other qualified  personnel,  and there can be
no  assurance  that it will be able to recruit and hire  qualified  persons upon
acceptable terms. The Company maintains key person life and disability insurance
in the  amount of  $1,000,000  on the life of Mr.  Wilson,  with the  Company as
beneficiary.  However,  in the event of loss, there can be no assurance that the
insurance proceeds will adequately compensate the Company.

     5. Government Regulation.

     The  Company  believes  that  forty-five  (45)  states and the  District of
Columbia  have enacted laws  permitting  and  controlling  the  operation of the
Centers.  In some states the Company is required to obtain and maintain  permits
and/or  licenses from state and local  regulatory  agencies.  State  regulations
often  limit the amount of revenues  which the Company can  generate by limiting
the number of sessions,  revenues per session,  number of locations which may be
operated, or other matters.  Certain states may also restrict bingo operators to
locally formed entities or may restrict  ownership to private  investors who are
active in  management.  The Company  believes  it  currently  complies  with all
regulations  affecting its operations.  However,  there can be no assurance that
current laws and regulations will not be changed or interpreted in such a way as
to require the Company to alter its present activities,  further restrict profit
margins or obtain  additional  capital  equipment in order to obtain or maintain
licenses and permits.  The Company has  encountered  regulatory  problems in the
States of Florida and Texas, respectively.

     6. No Assurance as to Future Acquisitions.

     The  Company's  business  has grown  solely  through  acquisitions  and the
opening of new Centers. The Company's business plan calls for the acquisition of
entities  engaged in the  operation  of charity  bingo  Centers.  The  Company's
ability  to  achieve  its  expansion  plans  depends  in large part on its sound
business  judgment  relative to quality  targets and its  negotiating  strength.
Acquisitions to date have been based on a multiple of pre-tax income.  Since the
Company  has  become  a  public  company,  it  has  acquired  properties  for  a
combination of cash,  seller-financed  notes and stock, and hopes to continue to
do so. If potential  sellers are receptive to accepting equity in the Company as
part of the purchase  price,  the Company's  ability to expand will be enhanced.
There can be no assurance,  however, that the Company's acquisition targets will
continue to be receptive to such proposals.  Nor can there be assurance that the
Company will succeed in effecting future acquisitions of additional Centers that
meet   management's   criteria  of   profitability,   physical   attributes  and
demographics  in the  targeted  states  and  locales.  Moreover  there can be no
assurance that once  acquisitions  are made they will have a positive  effect on
the Company's operations.


                                       10
<PAGE>

     7. General Economic Risks.

     The Company's  current and future  business plans are  dependent,  in large
part, on the state of the general economy.  Adverse changes in general and local
economic  conditions  may adversely  impact on investment in the Company.  These
conditions and other factors beyond the Company's  control include,  among other
factors,:  (i) competition from other hospitality and entertainment  properties;
(ii) changes in regional and local population and disposable income composition;
(iii)  the  need  for  renovations,   refurbishment   and   improvements;   (iv)
unanticipated increases in operating costs; (v) changes in federal, state, local
laws, rules and regulations  including laws regulating the environment,  signage
and the like; (vi) the inability to secure  property and liability  insurance to
fully  protect  against all losses,  or to obtain such  insurance at  reasonable
cost;  (vii)  seasonality,  and (ix) changes or  cancellation  in local tourist,
athletic or cultural events.

     8. Possible Volatility of Stock Price.

     There can be no assurance  that a public  market price for the Common Stock
or  Warrants  will  continue.  The  market  prices of the  Common  Stock and the
Warrants may be  significantly  affected by factors such as announcements by the
Company or its  competitors,  as well as variations in the Company's  results of
operations and market  conditions in the gaming industry in general.  The market
prices may also be affected  by  movements  in prices of stocks in general.  The
relatively  limited amount of publicly trading shares and Warrants (the "float")
renders  the  Company's  securities   especially   susceptible  to  sharp  price
fluctuations.

     9. Shares Eligible for Future Sale.

     A large  number of shares of Common  Stock  presently  outstanding  will be
eligible  for  public  sale  under  the  Securities  Act of 1933 as  amended  in
September,  1996.  Possible  or actual  sales of Common  Stock in the  future by
existing  shareholders  may have a depressive  effect on the price of the Common
Stock in the open market.

     10.  Possible  Effects  of  Certain  Articles  of  Incorporation  and Bylaw
Provisions.

     The Company's  Articles of Incorporation and Bylaws contain provisions that
may discourage  acquisition  bids for the Company.  The Company has  substantial
authorized  but unissued  capital stock  available  for issuance.  The Company's
Articles  of  Incorporation  contain  provisions  which  authorize  the Board of
Directors,  without the consent of stockholders,  to issue additional  shares of
Common  Stock  and  issue  shares  of  Preferred  Stock  in  series,   including
establishment  of the  voting  powers,  designation,  preferences,  limitations,
restrictions and relative rights of each series of Preferred Stock.

     11. Absence of Cash Dividends.

     The Board of Directors  does not  anticipate  paying cash  dividends on the
Common  Stock for the  foreseeable  future  and  intends  to retain  any  future
earnings to finance the growth of the Company's business.  Payment of dividends,
if any, will depend, among other factors, on earnings,  capital requirements and
the general operating and financial conditions of the Company.


                                       11
<PAGE>

                              SELLING STOCKHOLDERS

     The Prospectus covers Option and Restricted Shares that have been or may be
acquired upon exercise of options held by the Selling Stockholders, named herein
or to be supplementally named, as of June 21, 1996.

     The following  table sets forth the name of each Selling  Stockholder,  the
nature of his or her position,  office, or other material  relationship with the
Company, the number of shares of Common Stock beneficially owned by each Selling
Stockholder prior to the offering,  and the number of shares and (if one percent
or more) the  percentage of the class to be  beneficially  owned by such Selling
Stockholder after the offering. Non-affiliate Selling Stockholders who hold less
than 1,000 shares of Common Stock issued under the Plans and not named below may
use this Prospectus for reoffers and resales of such Common Stock.

<TABLE>
<CAPTION>
                                                                                              Shares owned
                                                                                             After Offering
                                    Shares Owned              Number of Shares               --------------
Name                                Prior to Offering(1)      Offered Herein             Number            Percent
- ----                                --------------------      --------------             ------            -------

<S>                                 <C>                       <C>                        <C>               <C>  
John Orton                          50,000                    150,000(2)                 0                 **
 Chief Financial Officer

Richard Henry                       50,000                    150,000(3)                 0                 **
 Secretary

Robert S. Hersch                    260,833(4)                100,000(2)                 210,833           4.7
 Director

Bobby Pollard                       0                           5,000(5)                 0                 **
 Employee

</TABLE>

- ----------------------
** less than 1%


(1)  For  purposes  of this  table,  a  person  is  deemed  to have  "beneficial
     ownership"  of any shares of Common Stock when such person has the right to
     acquire  such  shares  within 60 days of June 21,  1996.  For  purposes  of
     computing the percentage of outstanding shares of Common Stock held by each
     person named above, any security which such person has the right to acquire
     within  such  date is  deemed  to be  outstanding  but is not  deemed to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other  person.  Except as  indicated  in the  footnotes  to this  table and
     pursuant to applicable  community property laws, the Company believes based
     on  information  supplied by such  persons,  that the persons named in this
     table have sole voting and  investment  power with respect to all shares of
     Common Stock which they beneficially own.

(2)  Issued pursuant to the 1994 Plan.

(3)  50,000 shares underlying option issued pursuant to the 1995 Plan and 50,000
     shares underlying options issued pursuant to the Plan.

(4)  Includes 125,833 shares of Common Stock owned by R&R Tortola Company, Ltd.,
     an entity controlled by Mr. Hersch.

(5)  Issued pursuant to the 1995 Plan.


                                       12
<PAGE>

                          TRANSFER AGENT AND REGISTRAR

     The  Transfer  Agent and  Registrar  for the Common Stock of the Company is
American Stock Transfer & Trust Co., 40 Wall Street, New York, New York 10005.

                              PLAN OF DISTRIBUTION

     The  Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agent.  The Selling  Stockholders and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission and are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1995;

     (b) The  Company's  Quarterly  Report on Form  10-QSB  for the three  month
period ended March 31, 1996;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's Registration Statement on Form SB-2, Registration No. 33-85300; and

     (d) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of the Company's fiscal year ended March
31, 1996.

     All documents filed by the Company with the Commission pursuant to sections
13,  14 or  15(d)  of the  Exchange  Act  subsequent  hereto,  but  prior to the
termination of the offering of


                                       13
<PAGE>

securities  made by this  Prospectus  shall  be  deemed  to be  incorporated  by
reference herein and to be part hereof from their respective dates of filing.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, 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 Prospectus.

                                  LEGAL MATTERS

     The  legality  of the shares  offered  hereby has been  passed upon for the
Company by Silverman,  Collura & Chernis,  P.C.,  381 Park Avenue  South,  Suite
1601, New York, New York 10016.

                                     EXPERTS

     The Company's consolidated  financial statements  incorporated by reference
in this Registration Statement, have been incorporated herein in reliance on the
reports of Weinick,  Sanders & Company, LLP, independent  accountants,  given on
the authority of that firm as experts in accounting and auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company,
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 the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in


                                       14
<PAGE>

the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.


                                       15
<PAGE>

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by American Bingo & Gaming Corp., a Delaware corporation (the
"Company") are incorporated as to their  respective  dates in this  Registration
Statement by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1995;

     (b) The  Company's  Quarterly  Report on Form  10-QSB  for the three  month
period ended March 31, 1996;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's Registration Statement on Form SB-2, Registration No. 33-85300; and

     (d) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the Company's fiscal year ended March 31, 1996.

     All documents filed by the Company with the Commission pursuant to sections
13,  14 or  15(d)  of the  Exchange  Act  subsequent  hereto,  but  prior to the
termination of the offering of securities  made by this  Registration  Statement
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

     Any  statement  contained in a document  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. INTEREST OF NAMED EXPERTS AND COUNSEL

     The  legality  of the shares  offered  hereby has been  passed upon for the
Company by Silverman,  Collura & Chernis, P.C., 381 Park Avenue South, New York,
New York 10016 ("SCC").  SCC owns 7,500 shares of Common Stock and 30,000 Common
Stock Purchase Warrants.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for


                                       16
<PAGE>

indemnification of officers,directors,  employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

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

     Insofar as  indemnification  for  liabilities  arising under the Securities
Act, as amended (the "Securities Act") may be permitted to directors,  officers,
and controlling persons of the Company, 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 the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Company of expense  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 of
the Company in connection  with the  securities  being  registered,  the Company
will,  unless in the  opinion of its  counsel  the matter has been  settled by a
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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8 EXHIBITS

      4.1   Amended Stock Option Plan (1994)
            
      4.2   1995 Employee Stock Purchase Plan
            
      4.3   1995 Employee Stock Option Plan
            
      4.4   1996 Employee Stock Option Plan
            
      5.1   Opinion of Silverman, Collura & Chernis, P.C.
            
      23.1  Consent of Silverman,   Collura & Chernis, P.C.  to  be named in the
            Registration Statement.  Reference is made to Exhibit 5.1 to this
            Registration Statement which includes such consent.
            
      23.2  Consent of Weinick, Sanders & Company, LLP.
            

                                       17
<PAGE>

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes;

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

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

     Provided  however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in 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
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  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.


                                       18
<PAGE>

                                   SIGNATURES

     Pursuant to the requirement of the Securities Act, 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,  therewith duly authorized, in the City
of New York on August 1, 1996.


                                   AMERICAN BINGO & GAMING CORP.

                                   By: s\Gregory Wilson
                                       ---------------------------------------
                                         Gregory Wilson, Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS, that each person whose  signature  appears
below,  hereby  constitutes  and appoints  Gregory  Wilson,  his true and lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto 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
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with American Bingo & Gaming Corp. and on the dates indicated.

                                   SIGNATURES

Signature                          Title                          Date
- ---------                          -----                          ----

s\Gregory Wilson                   Chairman of the Board          August 1, 1996
- ----------------------------       of Directors and CEO         
  Gregory Wilson                   (Principal Executive Officer)
                                   

s\John Orton                       Chief Financial Officer        August 2, 1996
- ----------------------------       (Principal Financial   
  John Orton                       and Accounting Officer)
                                   

s\Courtland Logue                  President and Director         August 1, 1996
- ----------------------------
  Courtland Logue


                                       19
<PAGE>


s\Robert S. Hersch                 Director                       August 2, 1996
- ----------------------------
  Robert S. Hersch


- ----------------------------       Director                      August __, 1996
  Len Bussey


                                       20
<PAGE>

                                INDEX TO EXHIBITS

4.1   Amended Stock Option Plan (1994)

4.2   1995 Employee Stock Purchase Plan

4.3   1995 Employee Stock Option Plan

4.4   1996 Employee Stock Option Plan

5.1   Opinion of Silverman, Collura & Chernis, P.C.

23.1  Consent of Silverman, Collura & Chernis, P.C. (included in Exhibit 5.1)

23.2  Consent of Weinick, Sanders & Company, LLP






                                       21
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 50583}]
{"company-data": {"conformed-name": "AMERICAN BINGO & GAMING CORP", "cik": "0000931683", "assigned-sic": "7990", "irs-number": "742723809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09825", "film-number": "96606567"}, "business-address": {"street1": "515 CONGRESS AVE", "street2": "STE 1200", "city": "AUSTIN", "state": "TX", "zip": "78701", "phone": "5124722041"}, "mail-address": {"street1": "515 CONGRESS AVE", "street2": "STE 1200", "city": "AUSTIN", "state": "TX", "zip": "78701"}}
As filed with the Securities and Exchange Commission on August 9, 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                          AMERICAN BINGO & GAMING CORP.
             (Exact name of registrant as specified in its charter)

        Delaware                  1-13530                    74-2723809
    (State or other            (Primary Standard          (I.R.S. Employer 
    jurisdiction of               Industrial             Identification No.)
     incorporation              Classification 
    or organization)             Code Number)
                    
                         515 Congress Avenue, Suite 1200
                               Austin, Texas 78701
                                 (512) 472-2041
                        (Address and Telephone Number of
               Registrant's Principal Executive Office)(Zip Code)

                          AMERICAN BINGO & GAMING CORP.
                         1996 EMPLOYEE STOCK OPTION PLAN
                        (500,000 shares of Common Stock)

                          AMERICAN BINGO & GAMING CORP.
                         1995 EMPLOYEE STOCK OPTION PLAN
                        (500,000 shares of Common Stock)

                          AMERICAN BINGO & GAMING CORP.
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                         (50,000 shares of Common Stock)

                          AMERICAN BINGO & GAMING CORP.
                        AMENDED STOCK OPTION PLAN (1994)
                        (250,000 shares of Common Stock)

                            (full title of the plans)

                            Gregory Wilson, President
                         515 Congress Avenue, Suite 1200
                               Austin, Texas 78701
                                 (512) 472-2041
  (Name, Address & Telephone number, including area code, of agent for service)

                                 ---------------
                                   
                                   Copies to:

                       Silverman, Collura & Chernis, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                               Proposed         Proposed            
Title of         Amount        maximum          maximum             Amount of
securities to    to be         offering price   aggregate           registration
be registered    registered    per share (1)    offering price (1)  fee
- --------------------------------------------------------------------------------

Common Stock(1)  1,300,000     2.53125          3,290,625           1,134.70

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

(1) Calculated in accordance  with  457(h)(1)  using the average of the high and
low prices for the Common Stock as reported on the NASDAQ SmallCap Market System
on August 6, 1996.

                                       2
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing  information specified in Part 1 (plan information
and registrant  information)  will be sent or given to employees as specified by
Rule  428(b)(1).  Such  documents  need not be filed  with  the  Securities  and
Exchange  Commission  either  as  part  of  this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Part 2 of this form taken  together  constitute a  prospectus  that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.

                                       3
AMERICAN BINGO & GAMING CORP.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3

Form S-3 Items and Heading                             Location in Prospectus
- --------------------------                             ----------------------

1.   Forepart of the Registration Statement
     and Outside Front Cover Page of Prospectus.....   Front cover Page 
                                                       
2.   Inside Front And Outside Back Cover............   Inside Front cover Page
                                                       
3.   Summary Information, Risk Factors and Ratio       
     of Earnings to Fixed Charges...................   The Company
                                                       
4.   Use of Proceeds................................   Not Applicable
                                                       
5.   Determination of Offering Price................   Not Applicable
                                                       
6.   Dilution.......................................   Not Applicable
                                                       
7.   Selling Security Holders.......................   Selling Stockholders
                                                       
8.   Plan of Distribution...........................   Plan of Distribution
                                                       
9.   Description of Securities to be Registered  ...   Description of Securities
                                                       
10.  Interest of Named Experts and Counsel..........   Legal Matters
                                                       
11.  Material Changes...............................   Not Applicable
                                                       
12.  Incorporation of Certain Information by           
     Reference......................................   Incorporation of
                                                         Certain Documents by
                                                         Reference
13.  Disclosure of Commission Position on              
     Indemnification for Securities Act                
     Liabilities....................................   Indemnification of
                                                         Directors and Officers

                                       4
RE-OFFER PROSPECTUS

                          AMERICAN BINGO & GAMING CORP.
                         515 Congress Avenue, Suite 1200
                               Austin, Texas 78701

                                  Common Stock

     This  Prospectus  relates  to offers  and  sales by  certain  officers  and
directors  of  American  Bingo &  Gaming  Corp.,  a  Delaware  corporation  (the
"Company"), named herein or to be named supplementally,  who may be deemed to be
"affiliates"  of the Company as defined in Rule 405 under the  Securities Act of
1933,  as amended,  (the  "Securities  Act") and an employee of the Company (the
certain officers,  directors and employee together, the "Selling Stockholders"),
of shares of the Company's  Common Stock,  $.001 par value (the "Common Stock"),
that may be acquired by such persons upon exercise of stock  options  granted to
them or purchased by them  pursuant to the  Company's  Amended Stock Option Plan
(1994)(the  "1994 Plan"),  the 1995 Employee  Stock Purchase Plan (the "Purchase
Plan"),  the 1995  Employee  Stock  Option  Plan (the "1995  Plan") and the 1996
Employee Stock Option Plan (the "1996  Plan")(the  1994 Plan, the Purchase Plan,
the 1995 Plan and the 1996 Plan together,  the "Plans").  The shares that may be
so acquired by such persons  pursuant to the Plans are herein referred to as the
"Option and Restricted Shares".

     The Option and Restricted Shares may be offered hereby from time to time by
any  and  all  of  the  Selling  Stockholders,  named  herein  or  to  be  named
supplementally,  for their own  benefit.  The Company will receive no portion of
the proceeds of sales made hereunder.  All expenses of registration  incurred in
connection  with this  offering are being borne by the Company,  but all selling
and other expenses  incurred by the Selling  Stockholders  will be borne by such
Selling Stockholders.

     All or a portion  of the  shares  of Common  Stock  offered  hereby  may be
offered  for sale,  from time to time,  on the  NASDAQ  SmallCap  Market  System
("Nasdaq")  and the Boston Stock Exchange (the "BSE"),  or otherwise,  at prices
and terms then obtainable.  All brokers'  commissions,  concessions or discounts
will be paid by the Selling Stockholders.

     The Selling  Stockholders and any broker executing selling orders on behalf
of the  Selling  Stockholders  may be deemed to be an  "underwriter"  within the
meaning of the  Securities  Act,  in which  event  commissions  received by such
broker may be deemed to be underwriting commissions under the Securities Act.

     The Common Stock and Warrants of the Company are listed on Nasdaq under the
symbols  BNGO and BNGOW,  respectively,  as well as on the BSE under the symbols
ABG and ABGW,  respectively.  On August 6, 1996, the last reported sale price of
the  Company's  Common  Stock and  Warrants  on Nasdaq was  $2.4375  and $.4375,
respectively.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is August 9, 1996.

                                       5
TABLE OF CONTENTS

                                                                            Page

Available Information......................................................    7
                                                                              
The Company................................................................    8
                                                                              
Risk Factors...............................................................    9
                                                                              
Selling Stockholders.......................................................   12
                                                                              
Transfer Agent and Registrar...............................................   13
                                                                              
Plan of Distribution.......................................................   13
                                                                              
Incorporation of Certain Documents by Reference............................   13
                                                                              
Legal Matters..............................................................   14
                                                                              
Experts....................................................................   14
                                                                              
Indemnification of Directors and Officers..................................   14
                                                                           

                                       6
No  person  is  authorized  to  give  any   information   or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Stockholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

     This  Prospectus  does not contain all of the  information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

     The Company hereby  undertakes to provide  without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be directed  to American  Bingo & Gaming  Corp.,  515  Congress
Avenue, Suite 1200, Austin, Texas 78701 (512) 472-2041.

                                       7
THE COMPANY

     American Bingo & Gaming Corp.  (the "Company") was  incorporated  under the
laws of the State of Delaware in 1994.  The Company was formed to consummate the
acquisition  of  four  entities  engaged  in  the  operation  of  charity  bingo
entertainment  centers (the "Centers").  The Company subsequently  completed its
initial public offering in December 1994, from which  approximately $5.2 million
was raised  through the sale of 1,000,000  shares of Common Stock and  1,725,000
Warrants.

     The Company, through its subsidiaries,  provides maintenance and management
support for charities which utilize bingo events as a means of fund raising. The
Company  presently  operates nine Centers in Texas,  Alabama and South Carolina.
The Company's  current  Centers  average nine sessions per Center per week at an
average  per-session  fee to the  Company of $450.  In  addition,  revenues  are
derived from the operation and/or lease of vending and concession outlets at the
Centers. The Company also derives rental revenues from its South Carolina gaming
facility  where  video  gaming is legal.  The Company is required to operate the
Centers in  compliance  with  applicable  state and local laws and  regulations.
Presently,  approximately 45 states and the District of Columbia allow charities
to operate regulated bingo halls as a method of fund raising.

     The Company has designed an aggressive  expansion plan centered  around the
acquisition  of  existing  Centers as well as the  opening of new  Centers.  The
Company's  goal  is to  establish  itself  as a  major  force  in the  estimated
multi-billion  dollar per year charity bingo market.  No assurances may be given
that the Company's goals will be achieved.

     The  Company is  knowledgeable  with  respect to states  whose  legislation
permits  charity bingo and gaming  events.  The Company  identifies and analyzes
desirable bingo markets that offer favorable population and income demographics.
Where viable,  the Company currently plans to establish Centers in each of these
markets.  This can be  accomplished  either by building a new bingo center or by
acquiring an existing center.

     The  Company's  principal  executive  offices are  located at 515  Congress
Avenue,  Suite  1200,  Austin,  Texas,  78701  and the  telephone  number of the
principal executive offices is (512) 472-2041.

                                       8
RISK FACTORS

     The  following  factors  should be considered  carefully in evaluating  the
Company's business and before making any investment in the Company.

     1. Relatively New Venture, Need for Further Acquisitions.

     The Company must be regarded as in a formative  stage. The Company's future
success  depends upon its ability to continue to expand its existing  operations
through the acquisition of Centers, and the establishment of new Centers.  There
can be no  assurance  that  the  Company  will  be  successful  in  making  such
acquisitions  or  establishing  new  Centers.  The Company is subject to all the
risks inherent in attempting to expand a relatively new business venture.  These
risks  include the  potential  inability of the Company to  efficiently  operate
additional   Centers,   the  existence  of  undisclosed   actual  or  contingent
liabilities,   the  inability  to  fund  the  working  capital  requirements  of
additional  Centers and the inability to locate and/or  establish  Centers which
have a  positive  effect on the  Company's  operations.  Recently,  the  Company
encountered a hostile  regulatory  environment in Florida and found it necessary
to dispose of its four centers there. There can be no assurance that the Company
will  achieve a level of  profitability  that will  provide a return on invested
capital  or will  result in an  increase  in the market  value of the  Company's
securities.

     2. Need for Additional Financing.

     The Company's  business  plan  includes an  aggressive  program to identify
acquisition  candidates that meet certain demographic and other criteria, and to
seek to  acquire  them.  Growth  to date has been  funded  initially  with  cash
advanced by shareholders and from operations,  and since December, 1994 with the
proceeds of the Company's initial public offering.  The Company believes it will
have resources to enable it to make significant acquisitions. However, there can
be no assurance that the remaining cash, coupled with the Company's Common Stock
which has been used as currency to facilitate certain acquisitions,  will enable
the Company to finance all of its acquisition plans. Moreover,  additional funds
may be  needed  to fund the  working  capital  requirements  of  newly  acquired
Centers.  No assurance can be given that  additional  needed  financing  will be
available to the Company,  or if available,  on terms acceptable to the Company.
If further financing is needed, but not available,  the Company will be required
to scale down its acquisition plans.

     3. Competition.

     The Company  competes with other Centers  located in the general area where
the  Company's  subsidiaries  presently  operate.  Competition  is based on such
factors as location,  comfort,  cleanliness,  personal  relationships  and other
amenities.  The Company continues to seek to maximize the competitive advantages
of its facilities. The Company does expect to encounter increased competition as
it seeks to acquire  additional  Centers.  Other  forms of  gaming,  principally
non-charity  operations  also represent  additional  competitive  threats to the
Company. There can be no assurance that additional competing Centers will not be
opened by parties not affiliated with the Company or that existing  Centers will
not be  refurbished  to the extent  that they are more  amenable  to the charity
bingo players who presently frequent the Company's Centers.

                                       9
4. Dependence Upon Key Personnel.

     The  Company is  substantially  dependent  upon the  continued  services of
Gregory Wilson,  its Chairman and Chief  Executive  Officer who is the Company's
most  experienced  person in the operation of charity bingo centers.  Mr. Wilson
has entered into a three-year  employment  agreement  with the Company which has
about a year and one half to run. The loss of the services of Mr. Wilson through
incapacity or otherwise would have a material  adverse effect upon the Company's
business and prospects. To the extent that his services become unavailable,  the
Company will be required to retain other qualified  personnel,  and there can be
no  assurance  that it will be able to recruit and hire  qualified  persons upon
acceptable terms. The Company maintains key person life and disability insurance
in the  amount of  $1,000,000  on the life of Mr.  Wilson,  with the  Company as
beneficiary.  However,  in the event of loss, there can be no assurance that the
insurance proceeds will adequately compensate the Company.

     5. Government Regulation.

     The  Company  believes  that  forty-five  (45)  states and the  District of
Columbia  have enacted laws  permitting  and  controlling  the  operation of the
Centers.  In some states the Company is required to obtain and maintain  permits
and/or  licenses from state and local  regulatory  agencies.  State  regulations
often  limit the amount of revenues  which the Company can  generate by limiting
the number of sessions,  revenues per session,  number of locations which may be
operated, or other matters.  Certain states may also restrict bingo operators to
locally formed entities or may restrict  ownership to private  investors who are
active in  management.  The Company  believes  it  currently  complies  with all
regulations  affecting its operations.  However,  there can be no assurance that
current laws and regulations will not be changed or interpreted in such a way as
to require the Company to alter its present activities,  further restrict profit
margins or obtain  additional  capital  equipment in order to obtain or maintain
licenses and permits.  The Company has  encountered  regulatory  problems in the
States of Florida and Texas, respectively.

     6. No Assurance as to Future Acquisitions.

     The  Company's  business  has grown  solely  through  acquisitions  and the
opening of new Centers. The Company's business plan calls for the acquisition of
entities  engaged in the  operation  of charity  bingo  Centers.  The  Company's
ability  to  achieve  its  expansion  plans  depends  in large part on its sound
business  judgment  relative to quality  targets and its  negotiating  strength.
Acquisitions to date have been based on a multiple of pre-tax income.  Since the
Company  has  become  a  public  company,  it  has  acquired  properties  for  a
combination of cash,  seller-financed  notes and stock, and hopes to continue to
do so. If potential  sellers are receptive to accepting equity in the Company as
part of the purchase  price,  the Company's  ability to expand will be enhanced.
There can be no assurance,  however, that the Company's acquisition targets will
continue to be receptive to such proposals.  Nor can there be assurance that the
Company will succeed in effecting future acquisitions of additional Centers that
meet   management's   criteria  of   profitability,   physical   attributes  and
demographics  in the  targeted  states  and  locales.  Moreover  there can be no
assurance that once  acquisitions  are made they will have a positive  effect on
the Company's operations.

                                       10
7. General Economic Risks.

     The Company's  current and future  business plans are  dependent,  in large
part, on the state of the general economy.  Adverse changes in general and local
economic  conditions  may adversely  impact on investment in the Company.  These
conditions and other factors beyond the Company's  control include,  among other
factors,:  (i) competition from other hospitality and entertainment  properties;
(ii) changes in regional and local population and disposable income composition;
(iii)  the  need  for  renovations,   refurbishment   and   improvements;   (iv)
unanticipated increases in operating costs; (v) changes in federal, state, local
laws, rules and regulations  including laws regulating the environment,  signage
and the like; (vi) the inability to secure  property and liability  insurance to
fully  protect  against all losses,  or to obtain such  insurance at  reasonable
cost;  (vii)  seasonality,  and (ix) changes or  cancellation  in local tourist,
athletic or cultural events.

     8. Possible Volatility of Stock Price.

     There can be no assurance  that a public  market price for the Common Stock
or  Warrants  will  continue.  The  market  prices of the  Common  Stock and the
Warrants may be  significantly  affected by factors such as announcements by the
Company or its  competitors,  as well as variations in the Company's  results of
operations and market  conditions in the gaming industry in general.  The market
prices may also be affected  by  movements  in prices of stocks in general.  The
relatively  limited amount of publicly trading shares and Warrants (the "float")
renders  the  Company's  securities   especially   susceptible  to  sharp  price
fluctuations.

     9. Shares Eligible for Future Sale.

     A large  number of shares of Common  Stock  presently  outstanding  will be
eligible  for  public  sale  under  the  Securities  Act of 1933 as  amended  in
September,  1996.  Possible  or actual  sales of Common  Stock in the  future by
existing  shareholders  may have a depressive  effect on the price of the Common
Stock in the open market.

     10.  Possible  Effects  of  Certain  Articles  of  Incorporation  and Bylaw
Provisions.

     The Company's  Articles of Incorporation and Bylaws contain provisions that
may discourage  acquisition  bids for the Company.  The Company has  substantial
authorized  but unissued  capital stock  available  for issuance.  The Company's
Articles  of  Incorporation  contain  provisions  which  authorize  the Board of
Directors,  without the consent of stockholders,  to issue additional  shares of
Common  Stock  and  issue  shares  of  Preferred  Stock  in  series,   including
establishment  of the  voting  powers,  designation,  preferences,  limitations,
restrictions and relative rights of each series of Preferred Stock.

     11. Absence of Cash Dividends.

     The Board of Directors  does not  anticipate  paying cash  dividends on the
Common  Stock for the  foreseeable  future  and  intends  to retain  any  future
earnings to finance the growth of the Company's business.  Payment of dividends,
if any, will depend, among other factors, on earnings,  capital requirements and
the general operating and financial conditions of the Company.

                                       11
SELLING STOCKHOLDERS

     The Prospectus covers Option and Restricted Shares that have been or may be
acquired upon exercise of options held by the Selling Stockholders, named herein
or to be supplementally named, as of June 21, 1996.

     The following  table sets forth the name of each Selling  Stockholder,  the
nature of his or her position,  office, or other material  relationship with the
Company, the number of shares of Common Stock beneficially owned by each Selling
Stockholder prior to the offering,  and the number of shares and (if one percent
or more) the  percentage of the class to be  beneficially  owned by such Selling
Stockholder after the offering. Non-affiliate Selling Stockholders who hold less
than 1,000 shares of Common Stock issued under the Plans and not named below may
use this Prospectus for reoffers and resales of such Common Stock.
Shares owned
                                                                                             After Offering
                                    Shares Owned              Number of Shares               --------------
Name                                Prior to Offering(1)      Offered Herein             Number            Percent
- ----                                --------------------      --------------             ------            -------
John Orton                          50,000                    150,000(2)                 0                 **
 Chief Financial Officer

Richard Henry                       50,000                    150,000(3)                 0                 **
 Secretary

Robert S. Hersch                    260,833(4)                100,000(2)                 210,833           4.7
 Director

Bobby Pollard                       0                           5,000(5)                 0                 **
 Employee
- ----------------------
** less than 1%

(1)  For  purposes  of this  table,  a  person  is  deemed  to have  "beneficial
     ownership"  of any shares of Common Stock when such person has the right to
     acquire  such  shares  within 60 days of June 21,  1996.  For  purposes  of
     computing the percentage of outstanding shares of Common Stock held by each
     person named above, any security which such person has the right to acquire
     within  such  date is  deemed  to be  outstanding  but is not  deemed to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other  person.  Except as  indicated  in the  footnotes  to this  table and
     pursuant to applicable  community property laws, the Company believes based
     on  information  supplied by such  persons,  that the persons named in this
     table have sole voting and  investment  power with respect to all shares of
     Common Stock which they beneficially own.

(2)  Issued pursuant to the 1994 Plan.

(3)  50,000 shares underlying option issued pursuant to the 1995 Plan and 50,000
     shares underlying options issued pursuant to the Plan.

(4)  Includes 125,833 shares of Common Stock owned by R&R Tortola Company, Ltd.,
     an entity controlled by Mr. Hersch.

(5)  Issued pursuant to the 1995 Plan.

                                       12
TRANSFER AGENT AND REGISTRAR

     The  Transfer  Agent and  Registrar  for the Common Stock of the Company is
American Stock Transfer & Trust Co., 40 Wall Street, New York, New York 10005.

                              PLAN OF DISTRIBUTION

     The  Selling  Stockholders  may sell  shares of Common  Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Stockholders  may effect such  transactions by selling shares of Common Stock to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of discounts,  concessions,  or commissions  from Selling  Stockholders
and/or  commissions  from purchasers of shares of Common Stock for whom they may
act as agent.  The Selling  Stockholders and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  documents  listed  below  have  been  filed  by the  Company  with the
Commission and are incorporated herein by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1995;

     (b) The  Company's  Quarterly  Report on Form  10-QSB  for the three  month
period ended March 31, 1996;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's Registration Statement on Form SB-2, Registration No. 33-85300; and

     (d) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of the Company's fiscal year ended March
31, 1996.

     All documents filed by the Company with the Commission pursuant to sections
13,  14 or  15(d)  of the  Exchange  Act  subsequent  hereto,  but  prior to the
termination of the offering of

                                       13
securities  made by this  Prospectus  shall  be  deemed  to be  incorporated  by
reference herein and to be part hereof from their respective dates of filing.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, 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 Prospectus.

                                  LEGAL MATTERS

     The  legality  of the shares  offered  hereby has been  passed upon for the
Company by Silverman,  Collura & Chernis,  P.C.,  381 Park Avenue  South,  Suite
1601, New York, New York 10016.

                                     EXPERTS

     The Company's consolidated  financial statements  incorporated by reference
in this Registration Statement, have been incorporated herein in reliance on the
reports of Weinick,  Sanders & Company, LLP, independent  accountants,  given on
the authority of that firm as experts in accounting and auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company,
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 the event  that a claim  for  indemnification
against  such  liabilities  (other  than the  payment by the  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in

                                       14
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

                                       15
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by American Bingo & Gaming Corp., a Delaware corporation (the
"Company") are incorporated as to their  respective  dates in this  Registration
Statement by reference:

     (a) The  Company's  Annual  Report on Form 10-KSB for its fiscal year ended
December 31, 1995;

     (b) The  Company's  Quarterly  Report on Form  10-QSB  for the three  month
period ended March 31, 1996;

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's Registration Statement on Form SB-2, Registration No. 33-85300; and

     (d) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the Company's fiscal year ended March 31, 1996.

     All documents filed by the Company with the Commission pursuant to sections
13,  14 or  15(d)  of the  Exchange  Act  subsequent  hereto,  but  prior to the
termination of the offering of securities  made by this  Registration  Statement
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

     Any  statement  contained in a document  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. INTEREST OF NAMED EXPERTS AND COUNSEL

     The  legality  of the shares  offered  hereby has been  passed upon for the
Company by Silverman,  Collura & Chernis, P.C., 381 Park Avenue South, New York,
New York 10016 ("SCC").  SCC owns 7,500 shares of Common Stock and 30,000 Common
Stock Purchase Warrants.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for

                                       16
indemnification of officers,directors,  employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

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

     Insofar as  indemnification  for  liabilities  arising under the Securities
Act, as amended (the "Securities Act") may be permitted to directors,  officers,
and controlling persons of the Company, 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 the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Company of expense  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 of
the Company in connection  with the  securities  being  registered,  the Company
will,  unless in the  opinion of its  counsel  the matter has been  settled by a
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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8 EXHIBITS

      4.1   Amended Stock Option Plan (1994)
            
      4.2   1995 Employee Stock Purchase Plan
            
      4.3   1995 Employee Stock Option Plan
            
      4.4   1996 Employee Stock Option Plan
            
      5.1   Opinion of Silverman, Collura & Chernis, P.C.
            
      23.1  Consent of Silverman,   Collura & Chernis, P.C.  to  be named in the
            Registration Statement.  Reference is made to Exhibit 5.1 to this
            Registration Statement which includes such consent.
            
      23.2  Consent of Weinick, Sanders & Company, LLP.
            

                                       17
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 the 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 this 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;

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

     Provided  however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in 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
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  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       18
SIGNATURES

     Pursuant to the requirement of the Securities Act, 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,  therewith duly authorized, in the City
of New York on August 1, 1996.

                                   AMERICAN BINGO & GAMING CORP.

                                   By: s\Gregory Wilson
                                       ---------------------------------------
                                         Gregory Wilson, Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS, that each person whose  signature  appears
below,  hereby  constitutes  and appoints  Gregory  Wilson,  his true and lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto 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
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with American Bingo & Gaming Corp. and on the dates indicated.

                                   SIGNATURES

Signature                          Title                          Date
- ---------                          -----                          ----

s\Gregory Wilson                   Chairman of the Board          August 1, 1996
- ----------------------------       of Directors and CEO         
  Gregory Wilson                   (Principal Executive Officer)
                                   

s\John Orton                       Chief Financial Officer        August 2, 1996
- ----------------------------       (Principal Financial   
  John Orton                       and Accounting Officer)
                                   

s\Courtland Logue                  President and Director         August 1, 1996
- ----------------------------
  Courtland Logue

                                       19
s\Robert S. Hersch                 Director                       August 2, 1996
- ----------------------------
  Robert S. Hersch

- ----------------------------       Director                      August __, 1996
  Len Bussey

                                       20
INDEX TO EXHIBITS

4.1   Amended Stock Option Plan (1994)

4.2   1995 Employee Stock Purchase Plan

4.3   1995 Employee Stock Option Plan

4.4   1996 Employee Stock Option Plan

5.1   Opinion of Silverman, Collura & Chernis, P.C.

23.1  Consent of Silverman, Collura & Chernis, P.C. (included in Exhibit 5.1)

23.2  Consent of Weinick, Sanders & Company, LLP

                                       21