As filed with the Securities and Exchange Commission on December 8, 2006

                                                       Registration No. 333-____

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                 SIX FLAGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                               13-3995059
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

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

                            1540 Broadway; 15th Floor
                            New York, New York 10036
                                 (212) 652-9403
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                     SIX FLAGS, INC. 401(K) PLAN, AS AMENDED
                              (Full Title of Plans)
                              JAMES COUGHLIN, ESQ.
                                 SIX FLAGS, INC.
                            1540 Broadway; 15th Floor
                            New York, New York 10036
                                 (212) 652-9403
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)

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

                          Copies of Communications to:

                              Dennis J. Block, Esq.
                           William P. Mills, III, Esq.
                        Cadwalader, Wickersham & Taft LLP
                           One World Financial Center
                            New York, New York 10281
                                 (212) 504-6000

                         CALCULATION OF REGISTRATION FEE

================================================================================

<TABLE>
<CAPTION>

                                             Proposed          Proposed
                                             Maximum           Maximum
Title of                     Amount          Offering          Aggregate          Amount of
Securities to                to Be           Price Per         Offering         Registration
Be Registered             Registered(1)       Share              Price               Fee
---------------------------------------------------------------------------------------------
<S>                       <C>             <C>                <C>                <C>
Common Stock, par value
  $0.025 per share          500,000(2)       $  5.69(3)       $2,845,000(3)       $304.42

</TABLE>

(1)   Plus such indeterminate number of shares of common stock as may be issued
      to prevent dilution resulting from stock dividends, stock splits or
      similar transactions in accordance with Rule 416(a) under the Securities
      Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 416(c)
      under the Securities Act, this Registration Statement also registers an
      indeterminate amount of interests to be offered or sold pursuant to the
      Six Flags, Inc. 401(k) Plan, as amended.

(2)   Represents the registration of an aggregate of 500,000 shares of common
      stock of Six Flags, Inc. issuable under the Six Flags, Inc. 401(k) Plan,
      as amended.

(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act based on
      the average of the high and low sales prices of the common stock ($5.69)
      on the New York Stock Exchange on December 7, 2006.

<PAGE>

                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 (the "Registration Statement")
registers future issuances of up to 500,000 shares of common stock of Six Flags,
Inc. issuable upon purchase by eligible employees under the Six Flags, Inc.
401(k) Plan, as amended (the "401(k)").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required by Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "SEC") 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 of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the SEC by Six Flags, Inc. (the
"Company" or the "Registrant") are incorporated herein by reference:

      o     The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2005, filed with the SEC on March 16, 2006;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 2006, filed with the SEC on May 10, 2006;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended June 30, 2006, filed with the SEC on August 9, 2006;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 2006, filed with the SEC on November 9, 2006;

      o     The Company's Current Reports on Form 8-K filed on January 18, 2006,
            January 23, 2006, March 8, 2006 (only with respect to the
            resignation of a director), March 24, 2006, April 3, 2006, April 19,
            2006, May 30, 2006, August 3, 2006, September 12, 2006 and October
            2, 2006; and

      o     The description of the Company's common stock, par value $0.025 per
            share, contained in its Registration Statement on Form 8-A filed
            with the SEC pursuant to Section 12 of the Securities and Exchange
            Act of 1934, as amended (the "Exchange Act"), on December 11, 1997,
            including any amendment or report filed for the purpose of updating
            such description.

      All documents subsequently filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Unless expressly incorporated into this Registration Statement, a
report (or portion thereof) furnished on Form 8-K shall not be incorporated by
reference into this Registration Statement. 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 subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supercedes 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. Copies of these documents are not required to be
filed with this Registration Statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests Of Named Experts And Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation. Subsection (b)(7) of Section 102
of the Delaware General Corporation Law (the "DGCL") enables a corporation in
its original certificate of incorporation or an amendment to its certificate of
incorporation to eliminate or limit the personal liability of a director to the
corporation or its


                                      II-1
<PAGE>

stockholders for monetary damages for violations of the director's fiduciary
duty, except (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (4) for any
transactions from which a director derived an improper personal benefit. Article
Seventh of the Restated Certificate of Incorporation of the Registrant has
eliminated the personal liability of directors to the fullest extent permitted
by Subsection (b)(7) of Section 102 of the DGCL.

      Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with the action, suit or proceeding provided that the
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that the director or
officer has no reasonable cause to believe his conduct was unlawful.

      Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
the action or suit provided that the director or officer acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which the director or officer shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the director or officer is fairly
and reasonably entitled to indemnity for the expenses which the Court of
Chancery or another court shall deem proper.

      Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for, by, or granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and empowers
the corporation to purchase and maintain insurance on behalf of any person who
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against liabilities under Section 145.

      The Restated Certificate of Incorporation of the Registrant provides that
it will to the fullest extent permitted by the DGCL indemnify all persons whom
it may indemnify pursuant to the DGCL. The Registrant's By-laws contain similar
provisions requiring indemnification of the Registrant's officers to the fullest
extent authorized by the DGCL. In addition, the Registrant's Restated
Certificate of Incorporation contains a provision limiting the personal
liability of the Registrant's directors for monetary damages for certain
breaches of their fiduciary duty. The Registrant has indemnification insurance
under which directors and officers are insured against certain liability that
may incur in their capacity as such.

Item 7. Exemption From Registration Claimed.

      Not applicable.


                                      II-2
<PAGE>

Item 8. Exhibits.

  Exhibit No.                           Description
  -----------                           -----------

      5.1*       -    Opinion of James M. Coughlin, Esq., General Counsel

     23.1*       -    Consent of KPMG LLP

     24.1*       -    Powers of Attorney (included in signature page to
                      Registration Statement)

* Filed herewith.

Item 9. Undertakings.

      The undersigned Registrant hereby undertakes:

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

                  (1)   to include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (2)   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 this
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in the 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 the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the SEC 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; and

                  (3)   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 the undertakings set forth in paragraphs (a)(1)
      and (a)(2) do not apply if the information required to be included in a
      post-effective amendment by those paragraphs is contained in reports filed
      with or furnished to the SEC by the Registrant pursuant to Section 13 or
      Section 15(d) of the Exchange Act that are incorporated by reference in
      this Registration Statement.

      (b)   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.

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

      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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-3
<PAGE>

      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 SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-4
<PAGE>

                                POWER OF ATTORNEY

      Each non-employee director of the Registrant whose signature appears below
constitutes and appoints James M. Coughlin as his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act, including to sign the Registration Statement and any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 30th day of November, 2006.


                                SIX FLAGS, INC.


                                By: /s/ Mark Shapiro
                                    --------------------------------------------
                                    Name:  Mark Shapiro
                                    Title: President and Chief Executive Officer

<PAGE>

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

Name                          Title                          Date
----                          -----                          ----
/s/ Mark Shapiro              President, Chief Executive     November 30, 2006
---------------------------   Officer (Principal Executive
Mark Shapiro                  Officer) and Director


/s/ Jeffrey Speed             Chief Financial Officer        November 30, 2006
---------------------------   (Principal Financial and
Jeffrey Speed                 Accounting Officer)


/s/ Daniel M. Snyder          Chairman of the Board and      November 30, 2006
---------------------------   Director
Daniel M. Snyder


/s/ Charles Elliott Andrews   Director                       November 30, 2006
---------------------------
Charles Elliott Andrews


/s/ Mark Jennings             Director                       November 30, 2006
---------------------------
Mark Jennings


/s/ Jack F. Kemp              Director                       November 30, 2006
---------------------------
Jack F. Kemp


/s/ Robert J. McGuire         Director                       November 30, 2006
---------------------------
Robert J. McGuire


/s/ Perry Rogers              Director                       November 30, 2006
---------------------------
Perry Rogers


/s/ Dwight C. Schar           Director                       November 30, 2006
---------------------------
Dwight C. Schar


                              Director
---------------------------
Harvey Weinstein

<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Six Flags, Inc. 401(k) Plan, as amended, has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, state of New York, on
November 30, 2006.


                               SIX FLAGS, INC. 401(k) PLAN, AS AMENDED


                               By:   /s/ Walt Hawrylak
                                  ----------------------------------------------
                                  Name:  Walt Hawrylak
                                  Title: Senior Vice President of Administration

<PAGE>

                                  EXHIBIT INDEX

  Exhibit No.                              Description
  -----------                              -----------

      5.1*       -    Opinion of James M. Coughlin, Esq., General Counsel

     23.1*       -    Consent of KPMG LLP

     24.1*       -    Powers of Attorney (included in signature page to
                      Registration Statement)

* Filed herewith.
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{"company-data": {"conformed-name": "SIX FLAGS INC", "cik": "0000701374", "assigned-sic": "7990", "irs-number": "736137714", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139200", "film-number": "061265377"}, "business-address": {"street1": "11501 NE EXPWY", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73131", "phone": "4054752500"}, "mail-address": {"street1": "122 EAST 42ND STREET 49TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10168"}, "former-company": {"former-conformed-name": "TIERCO GROUP INC/DE/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 8, 2006

                                                       Registration No. 333-____

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                 SIX FLAGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                               13-3995059
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

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

                            1540 Broadway; 15th Floor
                            New York, New York 10036
                                 (212) 652-9403
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                     SIX FLAGS, INC. 401(K) PLAN, AS AMENDED
                              (Full Title of Plans)
                              JAMES COUGHLIN, ESQ.
                                 SIX FLAGS, INC.
                            1540 Broadway; 15th Floor
                            New York, New York 10036
                                 (212) 652-9403
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)

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

                          Copies of Communications to:

                              Dennis J. Block, Esq.
                           William P. Mills, III, Esq.
                        Cadwalader, Wickersham & Taft LLP
                           One World Financial Center
                            New York, New York 10281
                                 (212) 504-6000

                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed          Proposed
                                             Maximum           Maximum
Title of                     Amount          Offering          Aggregate          Amount of
Securities to                to Be           Price Per         Offering         Registration
Be Registered             Registered(1)       Share              Price               Fee
---------------------------------------------------------------------------------------------
Common Stock, par value
  $0.025 per share          500,000(2)       $  5.69(3)       $2,845,000(3)       $304.42
(1)   Plus such indeterminate number of shares of common stock as may be issued
      to prevent dilution resulting from stock dividends, stock splits or
      similar transactions in accordance with Rule 416(a) under the Securities
      Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 416(c)
      under the Securities Act, this Registration Statement also registers an
      indeterminate amount of interests to be offered or sold pursuant to the
      Six Flags, Inc. 401(k) Plan, as amended.

(2)   Represents the registration of an aggregate of 500,000 shares of common
      stock of Six Flags, Inc. issuable under the Six Flags, Inc. 401(k) Plan,
      as amended.

(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act based on
      the average of the high and low sales prices of the common stock ($5.69)
      on the New York Stock Exchange on December 7, 2006.
EXPLANATORY NOTE

      This Registration Statement on Form S-8 (the "Registration Statement")
registers future issuances of up to 500,000 shares of common stock of Six Flags,
Inc. issuable upon purchase by eligible employees under the Six Flags, Inc.
401(k) Plan, as amended (the "401(k)").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required by Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "SEC") 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 of
this Form S-8, 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 following documents filed with the SEC by Six Flags, Inc. (the
"Company" or the "Registrant") are incorporated herein by reference:

      o     The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2005, filed with the SEC on March 16, 2006;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 2006, filed with the SEC on May 10, 2006;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended June 30, 2006, filed with the SEC on August 9, 2006;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 2006, filed with the SEC on November 9, 2006;

      o     The Company's Current Reports on Form 8-K filed on January 18, 2006,
            January 23, 2006, March 8, 2006 (only with respect to the
            resignation of a director), March 24, 2006, April 3, 2006, April 19,
            2006, May 30, 2006, August 3, 2006, September 12, 2006 and October
            2, 2006; and

      o     The description of the Company's common stock, par value $0.025 per
            share, contained in its Registration Statement on Form 8-A filed
            with the SEC pursuant to Section 12 of the Securities and Exchange
            Act of 1934, as amended (the "Exchange Act"), on December 11, 1997,
            including any amendment or report filed for the purpose of updating
            such description.

      All documents subsequently filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Unless expressly incorporated into this Registration Statement, a
report (or portion thereof) furnished on Form 8-K shall not be incorporated by
reference into this Registration Statement. 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 subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supercedes 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. Copies of these documents are not required to be
filed with this Registration Statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests Of Named Experts And Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation. Subsection (b)(7) of Section 102
of the Delaware General Corporation Law (the "DGCL") enables a corporation in
its original certificate of incorporation or an amendment to its certificate of
incorporation to eliminate or limit the personal liability of a director to the
corporation or its

                                      II-1
stockholders for monetary damages for violations of the director's fiduciary
duty, except (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (4) for any
transactions from which a director derived an improper personal benefit. Article
Seventh of the Restated Certificate of Incorporation of the Registrant has
eliminated the personal liability of directors to the fullest extent permitted
by Subsection (b)(7) of Section 102 of the DGCL.

      Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with the action, suit or proceeding provided that the
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that the director or
officer has no reasonable cause to believe his conduct was unlawful.

      Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
the action or suit provided that the director or officer acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which the director or officer shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the director or officer is fairly
and reasonably entitled to indemnity for the expenses which the Court of
Chancery or another court shall deem proper.

      Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for, by, or granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and empowers
the corporation to purchase and maintain insurance on behalf of any person who
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against liabilities under Section 145.

      The Restated Certificate of Incorporation of the Registrant provides that
it will to the fullest extent permitted by the DGCL indemnify all persons whom
it may indemnify pursuant to the DGCL. The Registrant's By-laws contain similar
provisions requiring indemnification of the Registrant's officers to the fullest
extent authorized by the DGCL. In addition, the Registrant's Restated
Certificate of Incorporation contains a provision limiting the personal
liability of the Registrant's directors for monetary damages for certain
breaches of their fiduciary duty. The Registrant has indemnification insurance
under which directors and officers are insured against certain liability that
may incur in their capacity as such.

Item 7. Exemption From Registration Claimed.

      Not applicable.

                                      II-2
Item 8. Exhibits.

  Exhibit No.                           Description
  -----------                           -----------

      5.1*       -    Opinion of James M. Coughlin, Esq., General Counsel

     23.1*       -    Consent of KPMG LLP

     24.1*       -    Powers of Attorney (included in signature page to
                      Registration Statement)

* Filed herewith.

Item 9. Undertakings.

      The undersigned Registrant hereby undertakes:

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

                  (1)   to include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (2)   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 this
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in the 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 the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the SEC 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; and

                  (3)   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 the undertakings set forth in paragraphs (a)(1)
      and (a)(2) do not apply if the information required to be included in a
      post-effective amendment by those paragraphs is contained in reports filed
      with or furnished to the SEC by the Registrant pursuant to Section 13 or
      Section 15(d) of the Exchange Act that are incorporated by reference in
      this Registration Statement.

      (b)   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.

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

      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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
POWER OF ATTORNEY

      Each non-employee director of the Registrant whose signature appears below
constitutes and appoints James M. Coughlin as his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act, including to sign the Registration Statement and any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC and
any applicable securities exchange or securities self-regulatory body, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 30th day of November, 2006.

                                SIX FLAGS, INC.

                                By: /s/ Mark Shapiro
                                    --------------------------------------------
                                    Name:  Mark Shapiro
                                    Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities and on the dates indicated.

Name                          Title                          Date
----                          -----                          ----
/s/ Mark Shapiro              President, Chief Executive     November 30, 2006
---------------------------   Officer (Principal Executive
Mark Shapiro                  Officer) and Director

/s/ Jeffrey Speed             Chief Financial Officer        November 30, 2006
---------------------------   (Principal Financial and
Jeffrey Speed                 Accounting Officer)

/s/ Daniel M. Snyder          Chairman of the Board and      November 30, 2006
---------------------------   Director
Daniel M. Snyder

/s/ Charles Elliott Andrews   Director                       November 30, 2006
---------------------------
Charles Elliott Andrews

/s/ Mark Jennings             Director                       November 30, 2006
---------------------------
Mark Jennings

/s/ Jack F. Kemp              Director                       November 30, 2006
---------------------------
Jack F. Kemp

/s/ Robert J. McGuire         Director                       November 30, 2006
---------------------------
Robert J. McGuire

/s/ Perry Rogers              Director                       November 30, 2006
---------------------------
Perry Rogers

/s/ Dwight C. Schar           Director                       November 30, 2006
---------------------------
Dwight C. Schar

                              Director
---------------------------
Harvey Weinstein
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Six Flags, Inc. 401(k) Plan, as amended, has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, state of New York, on
November 30, 2006.

                               SIX FLAGS, INC. 401(k) PLAN, AS AMENDED

                               By:   /s/ Walt Hawrylak
                                  ----------------------------------------------
                                  Name:  Walt Hawrylak
                                  Title: Senior Vice President of Administration
EXHIBIT INDEX

  Exhibit No.                              Description
  -----------                              -----------

      5.1*       -    Opinion of James M. Coughlin, Esq., General Counsel

     23.1*       -    Consent of KPMG LLP

     24.1*       -    Powers of Attorney (included in signature page to
                      Registration Statement)

* Filed herewith.