<PAGE>
<PAGE>


     As filed with the Securities and Exchange Commission on June 19, 1997.
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                           WHG RESORTS & CASINOS INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                     36-3277019
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                           6063 EAST ISLA VERDE AVENUE
                           CAROLINA, PUERTO RICO 00979
                                 (787) 791-2222
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

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

                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

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

                            PAMELA E. FLAHERTY, ESQ.
                              SHACK & SIEGEL, P.C.
                                530 FIFTH AVENUE
                            NEW YORK, NEW YORK 10036
                                 (212) 782-0700
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
    TITLE OF SECURITIES         AMOUNT TO BE           PROPOSED MAXIMUM               PROPOSED MAXIMUM              AMOUNT OF
     TO BE REGISTERED           REGISTERED(1)      OFFERING PRICE PER SHARE       AGGREGATE OFFERING PRICE       REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                                  <C>                           <C>      
   Voting Common Stock,        900,000 shares     857,000 shares at $8.375(2)          $7,651,500(4)                 $2,318.64
 par value $.01 per share                          40,000 shares at $11.00(2)
                                                   3,000 shares at $11.375(3)
===================================================================================================================================
</TABLE>
(1)   Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  the
      number of shares of the issuer's Voting Common Stock registered  hereunder
      will be adjusted in the event of stock splits,  stock dividends or similar
      transactions.

(2)   Based on the price at which outstanding  options to purchase Voting Common
      Stock may be exercised.

(3)   Based on the average of the high and low prices of the Registrant's Voting
      Common Stock reported on the New York Stock Exchange on June 13, 1997.

(4)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant  to Rule  457(c)  and  457(h)  on the basis of the price at which
      outstanding options to purchase Voting Common Stock may be exercised under
      the plan and the  average of the high and low  prices of the  Registrant's
      Voting  Common Stock  reported on the New York Stock  Exchange on June 13,
      1997 for options to purchase Voting Common Stock not yet granted under the
      plan.



<PAGE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information  specified by this Part I will
be sent or  given  to  eligible  participants  as  specified  by Rule  428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and are not  being  filed  with the  Securities  and  Exchange  Commission  (the
"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 II herein, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Registrant's  Quarterly Report on From 10-Q for the fiscal quarter
ending March 31, 1997, the Information  Statement dated April 15, 1997 contained
in the Registration  Statement on Form 10 (the "Form 10") (File No. 1-12783), as
filed with the Commission  pursuant to the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), and the information under the caption "Description
of the Company's  Capital Stock" with respect to the Registrant's  voting common
stock, par value $.01 per share (the "Common Stock"),  contained in the Form 10,
are  incorporated  herein  by  reference  and  made a part of this  Registration
Statement as of the date hereof.

         All reports  subsequently filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act after the effective date of this
Registration  Statement  and prior to the  termination  of the  offering  of the
Common Stock offered hereby shall be deemed to be incorporated by reference into
this  Registration  Statement and to be a part hereof from the date of filing of
such reports.  Any statement  contained herein or in a document  incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.


                                        1



<PAGE>
<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  legality  of the  issuance of the shares of Common  Stock  offered
hereby will be passed upon for the Registrant by Shack & Siegel, P.C., 530 Fifth
Avenue,  New York, New York 10036.  Shareholders  of Shack & Siegel,  P.C., hold
options  to  purchase  20,000  shares  of the  Registrant's  Common  Stock at an
exercise price of $8.375 per share.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant's  authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General  Corporation Law of the
State of  Delaware  (the  "DGCL"),  by the Amended  and  Restated  Bylaws of the
Registrant  (the  "Bylaws")  and by the  Amended  and  Restated  Certificate  of
Incorporation of the Registrant (the "Certificate of Incorporation").

         Article  Eleventh of the Certificate of Incorporation of the Registrant
protects directors against monetary damages for breaches of their fiduciary duty
of care,  except as set forth below.  Under the DGCL,  absent Article  Eleventh,
directors could generally be held liable for gross negligence for decisions made
in the performance of their duty of care but not for simple negligence.  Article
Eleventh  eliminates  director  liability for  negligence in the  performance of
their duties.  Directors  remain liable for breaches of their duty of loyalty to
the  Registrant  and its  stockholders,  as well as for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
and  transactions  from  which a director  derives  improper  personal  benefit.
Article Eleventh does not eliminate  director liability under Section 174 of the
DGCL, which makes directors  personal liable for unlawful  dividends or unlawful
stock repurchases or redemptions and expressly sets forth a negligence  standard
with respect to such liability.

         While Article Eleventh  provides  directors with protection from awards
of monetary  damages for breaches of the duty of care,  it does not  eliminate a
director's duty of care.  Accordingly,  Article  Eleventh will have no effect on
the availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care. The provisions of Article Eleventh
which  eliminate  liability  as  described  above will apply to  officers of the
Registrant  only if they are directors of the Registrant and are acting in their
capacity as directors,  and will not apply to officers of the Registrant who are
not directors. The elimination of liability of directors for monetary damages in
the circumstances described above may deter persons from bringing third-party or
derivative  actions  against  directors to the extent such actions seek monetary
damages.


                                        2



<PAGE>
<PAGE>


         Under Section 145 of the DGCL,  directors and officers as well as other
employees  and  individuals  may  be  indemnified  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
Registrant,  and with  respect  to any  criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard of
care  is   applicable   in  the  case  of   derivative   actions,   except  that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection  with defense or  settlement  of such an action and the DGCL requires
court approval before there can be any indemnification  where the person seeking
indemnification has been found liable to the Registrant.

         Section 4 of Article V of the Bylaws provides that the Registrant shall
indemnify any person to whom, and to the extent,  indemnification may be granted
pursuant to Section 145 of the DGCL.

         Article Twelfth of the Certificate of Incorporation  provides that each
person  who was or is made a party to, or is  involved  in any  action,  suit or
proceeding  by  reason  of the fact  that he is or was a  director,  officer  or
employee of the Registrant  will be  indemnified  by the Registrant  against all
expenses and liabilities  (including  attorneys' fees) reasonably incurred by or
imposed upon him, except in such case where the director, officer or employee is
adjudged guilty of willful  misfeasance or malfeasance in the performance of his
duties. Article Twelfth also provides that the right of indemnification shall be
in addition to and not  exclusive  of all other  rights to which such  director,
officer or employee may be granted.

         The Registrant has entered into indemnity  agreements  with each of its
directors  and  executive  officers  whereby the  Registrant  will,  in general,
indemnify such directors and executive officers,  to the extent permitted by the
DGCL, against any expenses  (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  incurred in connection with any actual or threatened
action or  proceeding to which such director or officer is made or threatened to
be made a party by reason of the fact that such  person is or was a director  or
officer of the Registrant.

         The  Registrant  also  maintains  directors'  and  officers'  liability
insurance providing for $10 million in coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                        3



<PAGE>
<PAGE>


ITEM 8.  EXHIBITS.

Exhibit Number       Decription
--------------       ----------

     4.1             1997 Stock Option Plan.

     4.2             Form of  Option Agreement under the 1997 Stock Option Plan.

     5               Opinion of Shack & Siegel, P.C., counsel for Registrant.

     23.1            Consent of  Shack & Siegel,  P.C. (contained in the Opinion
                     filed as Exhibit 5 hereto).

     23.2            Consent of Ernst & Young LLP.

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

ITEM 9.  UNDERTAKINGS.

         a.   The undersigned Registrant hereby undertakes:

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

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included


                                        4



<PAGE>
<PAGE>


in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed with or furnished to the Commission by the registrant  pursuant to
Section l3 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

              (2) That,  for the  purpose  of  determining  liability  under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         c.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                        5



<PAGE>
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  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,  thereunto  duly
authorized,  in the City of Palm  Beach,  State of  Florida  on this 19th day of
June, 1997.

                          WHG RESORTS & CASINOS INC.
                          (Registrant)

                          By: /s/ Louis J. Nicastro
                              -------------------------------------------------
                              Louis J. Nicastro
                              Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  to this  Registration  Statement  appears
below hereby appoints Louis J. Nicastro and Richard F. Johnson, and each of them
acting singly, as his  attorney-in-fact,  to sign in his behalf individually and
in the  capacity  stated  below and to file all  amendments  and  post-effective
amendments to this  Registration  Statement,  which  amendment or amendments may
make  such  changes  and  additions  to  this  Registration  Statement  as  such
attorney-in-fact may deem necessary or appropriate.

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

       SIGNATURE               DATE             CAPACITY IN WHICH SIGNED
       ---------               ----             ------------------------

/s/  Louis J. Nicastro         June 19, 1997    Chairman of the Board, Chief
---------------------------                     Executive Officer and Director
     Louis J. Nicastro                          (Principal Executive Officer)

/s/  George R. Baker           June 19, 1997    Vice Chairman and Director
---------------------------
     George R. Baker

/s/  Brian R. Gamache          June 19, 1997    President and Chief Operating
---------------------------                     Officer and Director
     Brian R. Gamache

/s/  Richard F. Johnson        June 19, 1997    Treasurer and Chief Financial 
---------------------------                     Officer (Principal Financial and
     Richard F. Johnson                         Accounting Officer)

/s/  Barbara M. Norman         June 19, 1997    Vice President, Secretary 
---------------------------                     General Counsel and Director
     Barbara M. Norman

/s/  David M. Satz, Jr.        June 19, 1997    Director
---------------------------
     David M. Satz, Jr.

/s/  Joseph A. Lamendella      June 19, 1997    Director
---------------------------
     Joseph A. Lamendella


<PAGE>
<PAGE>


                                  EXHIBIT INDEX

Exhibit Number       Description
--------------       -----------

    4.1              1997 Stock Option Plan.

    4.2              Form of Option Agreement under the 1997 Stock Option Plan.

    5                Opinion of Shack & Siegel, P.C., counsel for Registrant.

    23.1             Consent of  Shack & Siegel, P.C. (contained  in the Opinion
                     filed as Exhibit 5 hereto).

    23.2             Consent of Ernst & Young LLP.

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



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "WHG RESORTS & CASINOS INC. S-8", "secsgml_size_bytes": 21193}]
{"company-data": {"conformed-name": "WHG RESORTS & CASINOS INC", "cik": "0001034754", "assigned-sic": "7011", "irs-number": "363277019", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29583", "film-number": "97627088"}, "business-address": {"street1": "6063 EAST ISLA VERDE AVE.", "city": "CAROLINE", "state": "PR", "zip": "00979", "phone": "7877912000"}, "former-company": {"former-conformed-name": "WMS HOTEL CORP", "date-changed": "19970227"}}
As filed with the Securities and Exchange Commission on June 19, 1997.
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                           WHG RESORTS & CASINOS INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                     36-3277019
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                           6063 EAST ISLA VERDE AVENUE
                           CAROLINA, PUERTO RICO 00979
                                 (787) 791-2222
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

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

                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

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

                            PAMELA E. FLAHERTY, ESQ.
                              SHACK & SIEGEL, P.C.
                                530 FIFTH AVENUE
                            NEW YORK, NEW YORK 10036
                                 (212) 782-0700
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
    TITLE OF SECURITIES         AMOUNT TO BE           PROPOSED MAXIMUM               PROPOSED MAXIMUM              AMOUNT OF
     TO BE REGISTERED           REGISTERED(1)      OFFERING PRICE PER SHARE       AGGREGATE OFFERING PRICE       REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Voting Common Stock,        900,000 shares     857,000 shares at $8.375(2)          $7,651,500(4)                 $2,318.64
 par value $.01 per share                          40,000 shares at $11.00(2)
                                                   3,000 shares at $11.375(3)
===================================================================================================================================
(1)   Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  the
      number of shares of the issuer's Voting Common Stock registered  hereunder
      will be adjusted in the event of stock splits,  stock dividends or similar
      transactions.

(2)   Based on the price at which outstanding  options to purchase Voting Common
      Stock may be exercised.

(3)   Based on the average of the high and low prices of the Registrant's Voting
      Common Stock reported on the New York Stock Exchange on June 13, 1997.

(4)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant  to Rule  457(c)  and  457(h)  on the basis of the price at which
      outstanding options to purchase Voting Common Stock may be exercised under
      the plan and the  average of the high and low  prices of the  Registrant's
      Voting  Common Stock  reported on the New York Stock  Exchange on June 13,
      1997 for options to purchase Voting Common Stock not yet granted under the
      plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information  specified by this Part I will
be sent or  given  to  eligible  participants  as  specified  by Rule  428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and are not  being  filed  with the  Securities  and  Exchange  Commission  (the
"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 II herein, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  Registrant's  Quarterly Report on From 10-Q for the fiscal quarter
ending March 31, 1997, the Information  Statement dated April 15, 1997 contained
in the Registration  Statement on Form 10 (the "Form 10") (File No. 1-12783), as
filed with the Commission  pursuant to the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), and the information under the caption "Description
of the Company's  Capital Stock" with respect to the Registrant's  voting common
stock, par value $.01 per share (the "Common Stock"),  contained in the Form 10,
are  incorporated  herein  by  reference  and  made a part of this  Registration
Statement as of the date hereof.

         All reports  subsequently filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act after the effective date of this
Registration  Statement  and prior to the  termination  of the  offering  of the
Common Stock offered hereby shall be deemed to be incorporated by reference into
this  Registration  Statement and to be a part hereof from the date of filing of
such reports.  Any statement  contained herein or in a document  incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  or in any  document  which is or is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                        1
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  legality  of the  issuance of the shares of Common  Stock  offered
hereby will be passed upon for the Registrant by Shack & Siegel, P.C., 530 Fifth
Avenue,  New York, New York 10036.  Shareholders  of Shack & Siegel,  P.C., hold
options  to  purchase  20,000  shares  of the  Registrant's  Common  Stock at an
exercise price of $8.375 per share.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant's  authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General  Corporation Law of the
State of  Delaware  (the  "DGCL"),  by the Amended  and  Restated  Bylaws of the
Registrant  (the  "Bylaws")  and by the  Amended  and  Restated  Certificate  of
Incorporation of the Registrant (the "Certificate of Incorporation").

         Article  Eleventh of the Certificate of Incorporation of the Registrant
protects directors against monetary damages for breaches of their fiduciary duty
of care,  except as set forth below.  Under the DGCL,  absent Article  Eleventh,
directors could generally be held liable for gross negligence for decisions made
in the performance of their duty of care but not for simple negligence.  Article
Eleventh  eliminates  director  liability for  negligence in the  performance of
their duties.  Directors  remain liable for breaches of their duty of loyalty to
the  Registrant  and its  stockholders,  as well as for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
and  transactions  from  which a director  derives  improper  personal  benefit.
Article Eleventh does not eliminate  director liability under Section 174 of the
DGCL, which makes directors  personal liable for unlawful  dividends or unlawful
stock repurchases or redemptions and expressly sets forth a negligence  standard
with respect to such liability.

         While Article Eleventh  provides  directors with protection from awards
of monetary  damages for breaches of the duty of care,  it does not  eliminate a
director's duty of care.  Accordingly,  Article  Eleventh will have no effect on
the availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care. The provisions of Article Eleventh
which  eliminate  liability  as  described  above will apply to  officers of the
Registrant  only if they are directors of the Registrant and are acting in their
capacity as directors,  and will not apply to officers of the Registrant who are
not directors. The elimination of liability of directors for monetary damages in
the circumstances described above may deter persons from bringing third-party or
derivative  actions  against  directors to the extent such actions seek monetary
damages.

                                        2
Under Section 145 of the DGCL,  directors and officers as well as other
employees  and  individuals  may  be  indemnified  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
Registrant,  and with  respect  to any  criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard of
care  is   applicable   in  the  case  of   derivative   actions,   except  that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection  with defense or  settlement  of such an action and the DGCL requires
court approval before there can be any indemnification  where the person seeking
indemnification has been found liable to the Registrant.

         Section 4 of Article V of the Bylaws provides that the Registrant shall
indemnify any person to whom, and to the extent,  indemnification may be granted
pursuant to Section 145 of the DGCL.

         Article Twelfth of the Certificate of Incorporation  provides that each
person  who was or is made a party to, or is  involved  in any  action,  suit or
proceeding  by  reason  of the fact  that he is or was a  director,  officer  or
employee of the Registrant  will be  indemnified  by the Registrant  against all
expenses and liabilities  (including  attorneys' fees) reasonably incurred by or
imposed upon him, except in such case where the director, officer or employee is
adjudged guilty of willful  misfeasance or malfeasance in the performance of his
duties. Article Twelfth also provides that the right of indemnification shall be
in addition to and not  exclusive  of all other  rights to which such  director,
officer or employee may be granted.

         The Registrant has entered into indemnity  agreements  with each of its
directors  and  executive  officers  whereby the  Registrant  will,  in general,
indemnify such directors and executive officers,  to the extent permitted by the
DGCL, against any expenses  (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  incurred in connection with any actual or threatened
action or  proceeding to which such director or officer is made or threatened to
be made a party by reason of the fact that such  person is or was a director  or
officer of the Registrant.

         The  Registrant  also  maintains  directors'  and  officers'  liability
insurance providing for $10 million in coverage.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                        3
ITEM 8.  EXHIBITS.

Exhibit Number       Decription
--------------       ----------

     4.1             1997 Stock Option Plan.

     4.2             Form of  Option Agreement under the 1997 Stock Option Plan.

     5               Opinion of Shack & Siegel, P.C., counsel for Registrant.

     23.1            Consent of  Shack & Siegel,  P.C. (contained in the Opinion
                     filed as Exhibit 5 hereto).

     23.2            Consent of Ernst & Young LLP.

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

ITEM 9.  UNDERTAKINGS.

         a.   The undersigned Registrant hereby undertakes:

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

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included

                                        4
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed with or furnished to the Commission by the registrant  pursuant to
Section l3 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

              (2) That,  for the  purpose  of  determining  liability  under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         c.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the  requirements  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,  thereunto  duly
authorized,  in the City of Palm  Beach,  State of  Florida  on this 19th day of
June, 1997.

                          WHG RESORTS & CASINOS INC.
                          (Registrant)

                          By: /s/ Louis J. Nicastro
                              -------------------------------------------------
                              Louis J. Nicastro
                              Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  to this  Registration  Statement  appears
below hereby appoints Louis J. Nicastro and Richard F. Johnson, and each of them
acting singly, as his  attorney-in-fact,  to sign in his behalf individually and
in the  capacity  stated  below and to file all  amendments  and  post-effective
amendments to this  Registration  Statement,  which  amendment or amendments may
make  such  changes  and  additions  to  this  Registration  Statement  as  such
attorney-in-fact may deem necessary or appropriate.

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

       SIGNATURE               DATE             CAPACITY IN WHICH SIGNED
       ---------               ----             ------------------------

/s/  Louis J. Nicastro         June 19, 1997    Chairman of the Board, Chief
---------------------------                     Executive Officer and Director
     Louis J. Nicastro                          (Principal Executive Officer)

/s/  George R. Baker           June 19, 1997    Vice Chairman and Director
---------------------------
     George R. Baker

/s/  Brian R. Gamache          June 19, 1997    President and Chief Operating
---------------------------                     Officer and Director
     Brian R. Gamache

/s/  Richard F. Johnson        June 19, 1997    Treasurer and Chief Financial 
---------------------------                     Officer (Principal Financial and
     Richard F. Johnson                         Accounting Officer)

/s/  Barbara M. Norman         June 19, 1997    Vice President, Secretary 
---------------------------                     General Counsel and Director
     Barbara M. Norman

/s/  David M. Satz, Jr.        June 19, 1997    Director
---------------------------
     David M. Satz, Jr.

/s/  Joseph A. Lamendella      June 19, 1997    Director
---------------------------
     Joseph A. Lamendella
EXHIBIT INDEX

Exhibit Number       Description
--------------       -----------

    4.1              1997 Stock Option Plan.

    4.2              Form of Option Agreement under the 1997 Stock Option Plan.

    5                Opinion of Shack & Siegel, P.C., counsel for Registrant.

    23.1             Consent of  Shack & Siegel, P.C. (contained  in the Opinion
                     filed as Exhibit 5 hereto).

    23.2             Consent of Ernst & Young LLP.

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