As filed with the Securities and Exchange Commission on February 14, 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.)

                               ------------------
                           11501 Northeast Expressway,
                          Oklahoma City, Oklahoma 73131
                                 (405) 475-2500
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                          DIRECTORS' STOCK OPTION PLAN
                      2001 STOCK OPTION AND INCENTIVE PLAN
                      2004 STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of Plans)
                              JAMES COUGHLIN, ESQ.
                                 SIX FLAGS, INC.
                              122 East 42nd Street,
                            New York, New York 10168
                                 (201) 599-4690
                     (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 $.025 per share         250,000(2)        $11.24(3)          $2,810,000(3)            $300.67

Common stock, par value $.025 per share         829,874(4)        $10.96(5)          $9,095,419.04(5)         $973.21

Common stock, par value $.025 per share       2,670,126(4)         $9.18(5)         $24,511,756.68(5)       $2,622.76

Common stock, par value $.025 per share         940,000(6)        $10.96(7)         $10,302,400(7)          $1,102.36

Common stock, par value $.025 per share         860,000(6)         $8.36(7)          $7,189,600(7)            $769.29

TOTAL                                         5,550,000                             $53,909,175.72          $5,768.28
</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 under the Securities Act
      of 1933, as amended.

(2)   Represents the registration of an aggregate of 250,000 shares of common
      stock of Six Flags, Inc. issuable upon exercise of options granted under
      the Directors' Stock Option Plan.

(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on (i) an average exercise price of $11.24 for 250,000
      of the shares to be registered pursuant to this Registration Statement.

(4)   Represents the registration of an aggregate of (i) 129,874 shares of
      common stock of Six Flags, Inc. issuable upon exercise of options reserved
      for grant under the 2001 Stock Option and Incentive Plan, (ii) 2,670,126
      shares of common stock of Six Flags, Inc. issuable upon exercise of
      options granted under the 2001 Stock Option and Incentive Plan and (iii)
      700,000 shares of restricted common stock of Six Flags, Inc. issued under
      the 2001 Stock Option and Incentive Plan.

(5)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on (i) an average exercise price of $9.18 for 2,670,126
      of the shares to be registered pursuant to this Registration Statement and
      (ii) the average of the high and low sales prices of the common stock
      ($10.96) on the New York Stock Exchange on February 13, 2006 for 829,874
      shares.

(6)   Represents the registration of an aggregate of 940,000 shares of common
      stock of Six Flags, Inc. issuable upon exercise of options reserved for
      grant under the 2004 Stock Option and Incentive Plan and an aggregate of
      860,000 shares of common stock of Six Flags, Inc. issuable upon exercise
      of options granted under the 2004 Stock Option and Incentive Plan.

(7)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on (i) an average exercise price of $8.36 for 860,000 of
      the shares to be registered pursuant to this Registration Statement and
      (ii) for the remaining 940,000 shares, the average of the high and low
      sales prices of the common stock ($10.96) on the New York Stock Exchange
      on February 13, 2006.
================================================================================

<PAGE>

                               EXPLANATORY NOTE

            This Registration Statement on Form S-8 (the "Registration
Statement") registers (i) issuances of 250,000 shares of common stock, par value
$.025 per share ("common stock"), of Six Flags, Inc. ("Six Flags") upon the
exercise of options previously granted under the Directors' Stock Option Plan
(the "Directors' Plan"); (ii) future issuances of up to 129,874 shares of common
stock of Six Flags in the event of grants of awards under the 2001 Stock Option
and Incentive Plan (the "2001 Plan"); (iii) issuances of 2,670,126 shares of
common stock of Six Flags upon the exercise of options previously granted under
the 2001 Plan; (iv) 700,000 shares of restricted common stock of Six Flags
previously granted under the 2001 Plan; (v) future issuances of up to 940,000
shares of common stock of Six Flags in the event of grants of awards under the
2004 Stock Option and Incentive Plan (the "2004 Plan"); and (vi) issuances of
860,000 shares of common stock of Six Flags upon the exercise of options
previously granted under the 2004 Plan.

                            ADDITIONAL INFORMATION

            Currently, there are outstanding options to purchase (i) 250,000
shares of common stock under the Directors' Plan, (ii) 2,670,126 shares of
common stock under the 2001 Plan and (iii) 860,000 shares of common stock under
the 2004 Plan, respectively. In addition, 700,000 shares of restricted common
stock have been granted under the 2001 Plan.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The documents containing the information required by Part I of Form
S-8 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 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.

            This Registration Statement also includes a reoffer prospectus that
has been prepared in accordance with the requirements of Part I of Form S-3 and,
pursuant to General Instruction C of Form S-8, may be used for reofferings and
resales on a continuous or delayed basis of 4,295,126 shares of common stock
that have been issued or are issuable upon the exercise of options granted to
the selling stockholders named herein (the "Selling Stockholders") under the
Directors' Plan, the 2001 Plan and/or the 2004 Plan, as the case may be.

<PAGE>

                              REOFFER PROSPECTUS

         4,295,126 Shares of Common Stock, par value $.025 per share

                                     [LOGO]
                                  Six Flags(R)

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

      This reoffer prospectus relates to 4,295,126 shares of our common stock
that may be sold from time to time by the selling shareholders named in this
reoffer prospectus, who may be deemed to be our "affiliates."

      The distribution of the common stock by the selling shareholders may be
effected from time to time, in one or more transactions, at prices related to
prevailing market prices or at negotiated prices.

      The selling shareholders will receive all of the proceeds from the common
stock sold pursuant to this reoffer prospectus and we will receive none of such
proceeds. All expenses of registration incurred in connection with this offering
are being borne by us, but all brokerage commissions and other expenses incurred
by individual selling shareholders will be borne by these selling shareholders.

      The selling shareholders and any agents or broker-dealers that participate
with the selling shareholders in the distribution of the shares may be
considered "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and, in that event, any commissions received by
them and any profit on the resale of the shares may be considered underwriting
commissions or discounts under the Securities Act.

      Our common stock is listed on the New York Stock Exchange under the symbol
"PKS." On February 13, 2006, the last reported sale price of our common stock on
the New York Stock Exchange was $10.86 per share.

                  Investing in our common stock involves risks.
                     See "Risk Factors" beginning on page 2.

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

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this reoffer prospectus. Any representation to the
contrary is a criminal offense.

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

            The date of this reoffer prospectus is February 14, 2006.

<PAGE>

      You should rely only on the information contained or incorporated by
reference in this reoffer prospectus. We have not authorized anyone to provide
you with different or additional information. The selling shareholders are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information provided by this reoffer
prospectus is accurate as of any date other than the date on the front of this
reoffer prospectus. Our business, financial condition, results of operations and
prospects may have changed since then.


                            -------------------------
                                TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS..................ii

NOTE ON COPYRIGHTS AND TRADEMARKS.....................................ii

THE COMPANY............................................................1

RISK FACTORS...........................................................2

USE OF PROCEEDS........................................................9

SELLING SHAREHOLDERS...................................................9

PLAN OF DISTRIBUTION..................................................14

LEGAL MATTERS.........................................................15

EXPERTS...............................................................16

WHERE YOU CAN FIND MORE INFORMATION...................................16


                                       i
<PAGE>

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Some of the statements contained in or incorporated by reference in this
reoffer prospectus discuss our plans and strategies for our business or make
other forward-looking statements, as this term is defined in the Private
Securities Litigation Reform Act. The words "anticipates," "believes,"
"estimates," "expects," "plans," "intends" and similar expressions are intended
to identify these forward-looking statements, but are not the exclusive means of
identifying them. These forward-looking statements reflect the current views of
our management. However, various risks, uncertainties and contingencies could
cause our actual results, performance or achievements to differ materially from
those expressed in, or implied by, these statements, including the following:

      o     Factors impacting attendance, such as local conditions, events,
            disturbances and terrorist activities;

      o     our success in implementing our new business strategy;

      o     Accidents occurring at our parks;

      o     Adverse weather conditions;

      o     Competition with other theme parks and other recreational
            alternatives;

      o     Management change and success of new operating plan;

      o     General economic conditions (including consumer spending patterns);
            and

      o     Pending, threatened or future legal proceedings.

      The risks, uncertainties and contingencies discussed under "Risk Factors"
in this reoffer prospectus could also cause our actual results, performance or
achievements to differ materially. We caution the reader that these risks
discussed in this prospectus may not be exhaustive. We operate in a continually
changing business environment, and new risks emerge from time to time. We cannot
predict such risks nor can we assess the impact, if any, of such risks on our
business or the extent to which any risk, or combination of risks, may cause
actual results to differ from those projected in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

                      NOTE ON COPYRIGHTS AND TRADEMARKS

      Bugs Bunny, Daffy Duck, Tweety Bird and Yosemite Sam are copyrights and
trademarks of Warner Bros.(C) 2005, a division of Time Warner Entertainment
Company, L.P. ("TWE").  Batman and Superman are copyrights and trademarks of
DC Comics(C) 2005, a partnership between TWE and a subsidiary of Time Warner
Inc.  Yogi Bear, Scooby-Doo, and Flintstones are trademarks of Hanna-Barbera(C)
2005.


                                       ii
<PAGE>

                                 THE COMPANY

      We are the largest regional theme park operator in the world. Excluding
Six Flags AstroWorld in Houston, which was closed at the end of the 2005 season,
the 29 parks we operate had attendance of approximately 33.6 million in 2005.
These parks include 13 of the 50 most highly attended theme parks in North
America and the largest paid admission theme park in Mexico. Our parks serve
nine of the 10 largest metropolitan areas in the United States. We estimate that
approximately two-thirds of the population of the continental United States live
within a 150-mile radius of one of our parks.

      In December 2005, Mark Shapiro became our President and Chief Executive
Officer following a consent solicitation that resulted in the removal of three
directors and the election of Daniel M. Snyder as Chairman of the Board and the
addition of Mr. Shapiro and another person to the Board. See "Risk Factors--New
Executive Officers/Board of Directors."

      In 1998, we acquired the former Six Flags, which had operated regional
theme parks under the Six Flags name for nearly forty years and established a
nationally recognized brand name. We have worldwide ownership of the "Six Flags"
brand name. To capitalize on this name recognition, since the commencement of
the 1998 season, we have rebranded nine of our parks as "Six Flags" parks.

      We hold exclusive long-term licenses for theme park usage in the United
States (except the Las Vegas metropolitan area), Canada, Mexico and other
countries of a number of Warner Bros. and DC Comics characters. These characters
include Bugs Bunny, Daffy Duck, Tweety Bird, Yosemite Sam, Batman, Superman and
others. In addition, our International license with Warner Bros. includes the
Hanna-Barbera and Cartoon Network characters, including Yogi Bear, Scooby-Doo,
Flintstones and others. We use these characters to market our parks and to
provide an enhanced family entertainment experience. Our licenses include the
right to sell merchandise featuring the characters at our parks, and to use the
characters in our advertising, as walk-around characters and in theming for
rides, attractions and retail outlets. We believe using these characters
promotes increased attendance, supports higher ticket prices, increases
lengths-of-stay and enhances in-park spending.

      Our parks are located in geographically diverse markets across North
America. Our theme parks offer a family-oriented entertainment experience. Our
theme parks generally offer a broad selection of state-of-the-art and
traditional "thrill rides," water attractions, themed areas, concerts and shows,
restaurants, game venues and merchandise outlets. In the aggregate, our theme
parks offer more than 1,100 rides.

      We believe that our parks benefit from limited direct competition, since
the combination of a limited supply of real estate appropriate for theme park
development, high initial capital investment, long development lead-time and
zoning restrictions provides each of our parks with a significant degree of
protection from competitive new theme park openings.

      Our executive offices are located at 11501 Northeast Expressway, Oklahoma
City, Oklahoma 73131, (405) 475-2500, and at 122 East 42nd Street, New York, New
York 10168, (212) 599-4690.

<PAGE>

                                 RISK FACTORS

      You should carefully consider each of the following risks and all other
information set forth in this reoffer prospectus before deciding to invest in
our common stock.

Factors impacting attendance--local conditions, events, weather or natural
disasters, disturbances and terrorist activities--can adversely impact park
attendance.

      Lower attendance may be caused by various local conditions, events,
weather or natural disasters, disturbances and terrorist activities.
Furthermore, we believe that general economic conditions may also adversely
impact attendance figures at our parks, in that a challenging economic
environment can disproportionately affect our target audience of low to middle
income consumers who generally have relatively limited amounts of discretionary
income.

      In addition, since some of our parks are near major urban areas and appeal
to teenagers and young adults, there may be disturbances at one or more parks
which negatively affect our image. This may result in a decrease in attendance
at the affected parks. We work with local police authorities on security-related
precautions to prevent these types of occurrences. We can make no assurance,
however, that these precautions will be able to prevent any disturbances. We
believe that our ownership of many parks in different geographic locations
reduces the effects of these types of occurrences on our consolidated results.

      Our business and financial results were adversely impacted by the
terrorist activities occurring in the United States on September 11, 2001. These
activities resulted in a significant decrease in attendance at our parks during
the four weekends immediately following September 11. In addition, terrorist
alerts and threats of future terrorist activities may continue to adversely
affect attendance at our parks. Since October 1, 2002, our property insurance
policies (which include business interruption insurance) have not covered risks
related to terrorist activities. We cannot predict what effect any further
terrorist activities that may occur in the future may have on our business and
results of operations.

We have a history of net losses and expect to continue to experience net losses.
Consequently, we may not have the ability implement our strategy for achieving
growth and otherwise finance future operations.

      We have had a history of net losses and expect to continue to report net
losses for the next several years. Our net losses are principally attributable
to insufficient revenue to cover our relatively high percentage of fixed costs,
the interest costs on our debt and our depreciation expense. We expect that
these expenses will remain significant. We reported net losses of $52.0 million,
$58.1 million, $105.7 million, $61.7 million and $464.8 million for the years
ended December 31, 2000, 2001, 2002, 2003 and 2004. Continued losses could
reduce our cash available from operations to service our indebtedness, as well
as limit our ability to implement our strategy for achieving growth and
otherwise finance our operations in the future.

Implementation of a new operational plan--a change in our strategy may adversely
impact our operations.

      Our new management team intends to implement a new operational plan. It
may take management a significant amount of time to fully implement its new
plan. If our new operational plan is not successful or if we are unable to
execute it, there could be a material adverse effect on our business, financial
condition and results of operations.

New Executive Officers/Board of Directors--our new management does not have
proven success with the Company.

      A substantial number of our senior management team, including our Chief
Executive Officer, and all but one of our directors have been in place only from
and after December 2005. They do not have previous experience with us, and we
cannot assure you that they will fully integrate themselves into our business or
that they will effectively manage our business affairs. Our failure to
assimilate the new members of management or the directors, the failure of the
new members of management or the


                                       2
<PAGE>

directors to perform effectively or the loss of any of the new members of
management or directors could have a material adverse effect on our business,
financial condition and results of operations.

Risk of accidents--there is the risk of accidents occurring at our parks which
may reduce attendance and negatively impact our operations.

      Almost all of our parks feature "thrill rides." Although we carefully
maintain the safety of our rides, there are inherent risks involved with these
attractions. An accident or an injury at any of our parks or at parks operated
by our competitors may reduce attendance at our parks, causing a decrease in
revenues. On May 2, 2004, a fatality occurred on a roller coaster at Six Flags
New England, which we believe contributed to a decline in attendance and, as a
result, adversely impacted performance at that park during the 2004 operating
season.

      We maintain insurance of the type and in amounts that we believe is
commercially reasonable and that is available to businesses in our industry. We
maintain multi-layered general liability policies that provide for excess
liability coverage of up to $100.0 million per occurrence. For incidents
occurring at our parks after November 15, 2003, our self-insured retention is
generally $2.5 million per occurrence. For incidents at the parks during the
twelve months prior to that date, the retention is $2.0 million per occurrence.
For incidents during the twelve months ended November 15, 2002, the retention is
$1.0 million per occurrence. For most prior incidents, our policies did not
provide for a self-insured retention. Our current insurance policies expire on
December 31, 2006. We cannot predict the level of the premiums that we may be
required to pay for subsequent insurance coverage, the level of any
self-insurance retention applicable thereto, the level of aggregate coverage
available or the availability of coverage for specific risks, such as terrorism.

Adverse weather conditions--bad weather can adversely impact attendance at our
parks.

      Because most of the attractions at our parks are outdoors, attendance at
our parks is adversely affected by bad weather. The effects of bad weather on
attendance are more pronounced at our water parks. Bad weather and forecasts of
bad or mixed weather conditions can reduce the number of people who come to our
parks, which negatively affects our revenues. Although we believe that our
ownership of many parks in different geographic locations reduces the effect
that adverse weather can have on our consolidated results, we believe our 2003
and 2004 operating results were adversely affected by abnormally cold and wet
weather in a number of our major U.S. markets.

Seasonality--our operations are seasonal.

      More than 85% of our annual park attendance occurs during the second and
third quarters of each year. As a result, when conditions or events described in
the above risk factors occur during the operating season, particularly during
the peak season of July and August, there is only a limited period of time
during which the impact of those conditions or events can be offset.
Accordingly, such conditions or events may have a disproportionately adverse
effect on our revenues. In addition, most of our expenses for maintenance and
costs of adding new attractions are incurred when the parks are closed in the
mid to late autumn and winter months. For this reason, a sequential quarter to
quarter comparison is not a good indication of our performance or of how we will
perform in the future.

Competition--the theme park industry competes with numerous entertainment
alternatives.

      Our parks compete with other theme, water and amusement parks and with
other types of recreational facilities and forms of entertainment, including
movies, sports attractions and vacation travel. Our business is also subject to
factors that affect the recreation and leisure industries generally, such as
general economic conditions and changes in consumer spending habits. The
principal competitive factors of a park include location, price, the uniqueness
and perceived quality of the rides and attractions, the atmosphere and
cleanliness of the park and the quality of its food and entertainment.

Customer Privacy--if we are unable to protect our customers' credit card data,
we could be exposed to data loss, litigation and liability, and our reputation
could be significantly harmed.


                                       3
<PAGE>

      In connection with credit card sales, we transmit confidential credit card
information securely over public networks and store it in our data warehouse.
Third parties may have the technology or know-how to breach the security of this
customer information, and our security measures may not effectively prohibit
others from obtaining improper access to this information. If a person is able
to circumvent our security measures, he or she could destroy or steal valuable
information or disrupt our operations. Any security breach could expose us to
risks of data loss, litigation and liability and could seriously disrupt our
operations and any resulting negative publicity could significantly harm our
reputation.

Anti-takeover provisions--anti-takeover provisions limit the ability of
stockholders to effect a change in control of us.

      Certain provisions in our Amended and Restated Certificate of
Incorporation and in our debt instruments and those of our subsidiaries may have
the effect of deterring transactions involving a change in control of us,
including transactions in which stockholders might receive a premium for their
shares.

      Our Amended and Restated Certificate of Incorporation provides for the
issuance of up to 5,000,000 shares of preferred stock with such designations,
rights and preferences as may be determined from time to time by our board of
directors. The authorization of preferred shares empowers our board of
directors, without further stockholder approval, to issue preferred shares with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of our common stock. If
issued, the preferred stock could be used to discourage, delay or prevent a
change of control of us. We have no current plans to issue any preferred stock.

      In addition, we have a rights plan which gives each holder of our common
stock the right to purchase junior preferred stock in certain events. The rights
plan is designed to deter third parties from attempting to take control of us on
terms that do not benefit all stockholders or that our board of directors
determines not to be in the best interests of stockholders.

      We are also subject to the anti-takeover provisions of the Delaware
General Corporation Law, which could have the effect of delaying or preventing a
change of control of us. Furthermore, upon a change of control, the holders of
substantially all of our outstanding indebtedness are entitled at their option
to be repaid in cash. These provisions may have the effect of delaying or
preventing changes in control or management of us. All of these factors could
materially adversely affect the price of our common stock.

      We have the exclusive right to use certain Warner Bros. and DC Comics
characters in our theme parks in the United States (except in the Las Vegas
metropolitan area), Canada, Mexico and other countries. Warner Bros. can
terminate these licenses under certain circumstances, including the acquisition
of us by persons engaged in the movie or television industries. This could deter
certain parties from seeking to acquire us.

Substantial leverage--our high level of indebtedness and other obligations
require that a significant part of our cash flow be used to pay interest and
fund these other obligations.

      We have a high level of debt. Our total indebtedness, as of September 30,
2005, was $2,147.5 million. In addition, as of September 30, 2005, an additional
$359.4 million was available for borrowing under our credit agreement. Based on
interest rates at September 30, 2005 for floating rate debt, annual cash
interest payments for 2005 on non-revolving credit debt outstanding at September
30, 2005 and anticipated levels of working capital revolving borrowings for the
year will aggregate approximately $173.8 million. In addition, annual dividend
payments on our outstanding preferred stock total approximately $20.8 million,
which we can, at our option, pay either in cash or shares of our common stock.
We are required to redeem all of our outstanding preferred stock on August 15,
2009 (to the extent not previously converted into shares of our common stock)
for cash at 100% of the liquidation preference ($287.5 million), plus accrued
and unpaid dividends.

      At September 30, 2005, we had approximately $116.4 million of cash and
cash equivalents. As of that date, we had $359.4 million available for
borrowings under our credit agreement.


                                       4
<PAGE>

      In addition to making interest payments on debt and dividend payments on
our preferred stock, we must satisfy the following obligations with respect to
Six Flags Over Georgia and Six Flags Over Texas, which we refer to as the
Partnership Parks:

      o     We must make annual distributions to our partners in the Partnership
            Parks, which will amount to approximately $54.9 million in 2005 (of
            which we received approximately $17.7 million in 2005 as a result of
            our ownership interest in the parks) with similar amounts (adjusted
            for changes in cost of living) payable in future years.

      o     We must spend a minimum of approximately 6% of each park's annual
            revenues over specified periods for capital expenditures.

      o     Each year, we must offer to purchase a specified maximum number of
            partnership units from our partners in the Partnership Parks, which
            in 2003 resulted in an aggregate payment by us of approximately $5.7
            million. There were no purchases of units in 2004 and 2005. The
            maximum number of units that we could be required to purchase in
            2006 would result in an aggregate payment by us of approximately
            $246.6 million. The annual incremental unit purchase obligation
            (without taking into account accumulation from prior years)
            aggregates approximately $31.1 million for both parks based on
            current purchase prices. As we purchase additional units, we are
            entitled to a proportionate increase in our share of the minimum
            annual distributions.

We expect to use cash flow from the operations at these parks to satisfy our
annual distribution and capital expenditure obligations with respect to these
parks before we use any of our other funds. The two partnerships generated
approximately $58.7 million of aggregate net cash provided by operating
activities during 2004. The obligations relating to Six Flags Over Georgia
continue until 2027 and those relating to Six Flags Over Texas continue until
2028.

      In December 2004, we guaranteed the payment of a $31.0 million
construction term loan incurred by HWP Development LLC (a joint venture in which
we own a 41% interest) for the purpose of financing the construction and
development of a hotel and indoor water park project to be located adjacent to
our Great Escape park near Lake George, New York. The loan was also guaranteed
by one of our venture partners. The guarantee will be released upon full payment
and discharge of the loan, which matures on December 17, 2009. As security for
the guarantee, we have posted an $8.0 million letter of credit. We have entered
into a management agreement to manage and operate the project upon its
completion.

      Although we are contractually committed to make approximately $25.0
million of capital expenditures at one park over the next several years, the
vast majority of our capital expenditures in 2006 and beyond will be made on a
discretionary basis. We expect to make approximately $125.0 million of capital
expenditures for the 2006 season to add a wide array of new rides, attractions
and revenue outlets at many of our parks.

      Our high level of debt and other obligations could have important negative
consequences to us and investors in our securities. These include:

      o     We may not be able to satisfy all of our obligations, including, but
            not limited to, our obligations under our public debt.

      o     We could have difficulties obtaining necessary financing in the
            future for working capital, capital expenditures, debt service
            requirements, Partnership Park obligations, refinancings or other
            purposes.

      o     We will have to use a significant part of our cash flow to make
            payments on our debt, to pay the dividends on preferred stock (if we
            choose to pay them in cash) and to satisfy the other obligations set
            forth above, which will reduce the capital available for operations
            and expansion.


                                       5
<PAGE>

      o     Adverse economic or industry conditions may have more of a negative
            impact on us.

      We cannot be sure that cash generated from our parks will be as high as we
expect or that our expenses will not be higher than we expect. Because a large
portion of our expenses are fixed in any given year, our operating cash flow
margins are highly dependent on attendance levels and in-park spending.

      We expect to refinance all or some of our debt or secure new financing. We
cannot be sure that we will be able to obtain the refinancing or new financing
on reasonable terms or at all. We have agreed in our credit agreement and the
indentures covering our outstanding public debt to limit the amount of
additional debt we will incur.

      Due to the seasonal nature of our business, we are largely dependent upon
the $300.0 million working capital revolving credit facility under our credit
agreement to fund off-season expenses. Our ability to borrow under the working
capital revolving credit facility is dependent upon compliance with certain
conditions, including satisfying certain financial ratios and the absence of any
material adverse change. Although we are currently in compliance with all of
these conditions, on November 5, 2004, we entered into an amendment to the
Credit Agreement which relaxed the leverage ratio through 2006 and the fixed
charge coverage ratio through 2007. If we were to become unable to borrow under
the facility, we would likely be unable to pay our off-season obligations in
full and may be unable to meet our repurchase obligations (if any) in respect of
repurchases of partnership units in the Partnership Parks.

      If we breach any of the covenants contained in our credit agreement or the
indentures governing our public debt, the principal and accrued interest on the
applicable debt would become due and payable. In addition, that default could
constitute a cross-default under the instruments governing all of our other
debt. If a cross-default occurs, the maturity of almost all of our debt could be
accelerated and become immediately due and payable. If that happens, we would
not be able to satisfy our debt obligations, which would have a substantial
material adverse effect on our ability to continue as a going concern. We cannot
assure you that we will be able to comply with these restrictions in the future
or that our compliance would not cause us to forego opportunities that might
otherwise be beneficial to us.

Restrictive covenants--our financial and operating activities are limited by
restrictions contained in the terms of our financings.

      The terms governing our and our subsidiaries' debt impose significant
operating and financial restrictions on us. These restrictions may significantly
limit or prohibit us from engaging in certain types of transactions, including
the following:

      o     incurring additional debt;

      o     creating liens on our assets;

      o     paying dividends;

      o     selling assets;

      o     engaging in mergers or acquisitions; and

      o     making investments.

      Our failure to comply with the terms of and covenants in our and our
subsidiaries' debt could lead to a default under the terms of those documents,
which would entitle the lenders to accelerate the debt and declare all amounts
owed due and payable. Moreover, the instruments governing almost all of our debt
contain cross-default provisions so that a default under any of our debt will be
considered a default under all of our other debt. If a cross-


                                       6
<PAGE>

default occurs, the maturity of almost all of our debt could be accelerated and
become immediately due and payable. If that happens, we would not be able to
satisfy our debt obligations, which would have a substantial material adverse
effect on our ability to continue as a going concern. We cannot assure you that
we will be able to comply with these restrictions in the future or that our
compliance would not cause us to forego opportunities that might otherwise be
beneficial to us.

      Further, under our credit agreement, our principal direct wholly owned
subsidiary, Six Flags Operations and its subsidiaries are required to comply
with specified financial ratios and tests, including those related to:

      o     interest expense;

      o     fixed charges;

      o     debt service; and

      o     total debt.

Although we are currently in compliance with all of these financial covenants
and restrictions, on November 5, 2004, we entered into an amendment to our
credit agreement which relaxed the leverage ratio through 2006 and the fixed
charge coverage ratio through 2007. However, events beyond our control, such as
weather and economic, financial and industry conditions, may affect our ability
to continue meeting these financial tests and ratios. The need to comply with
these financial covenants and restrictions could limit our ability to expand our
business or prevent us from borrowing more money when necessary.

Labor Costs--increased costs of labor, pension, post-retirement and medical and
other employee health and welfare benefits may reduce our results of operations.

      Labor is a primary component in the cost of operating our business. We
devote significant resources to recruiting and training our managers and
employees. Increased labor costs, due to competition, increased minimum wage or
employee benefit costs or otherwise, would adversely impact our operating
expenses. In addition, our success depends on our ability to attract, motivate
and retain qualified employees to keep pace with our needs. If we are unable to
do so, our results of operations may be adversely affected.

      With more than 2,000 full-time employees, our results of operations are
also substantially affected by costs of pension and medical benefits. In recent
years, we have experienced significant increases in these costs as a result of
macro-economic factors beyond our control, including increases in health care
costs, declines in investment returns on plan assets and changes in discount
rates used to calculate pension and related liabilities. At least some of these
macro-economic factors may continue to put upward pressure on the cost of
providing pension and medical benefits. Although we have actively sought to
control increases in these costs, there can be no assurance that we will succeed
in limiting cost increases, and continued upward pressure could reduce the
profitability of our businesses.

Holding company structure--access to cash flow of some of our subsidiaries is
limited.

      We are a holding company whose primary assets consist of shares of stock
or other equity interests in our subsidiaries, and we conduct substantially all
of our current operations through our subsidiaries. Almost all of our income is
derived from our subsidiaries. Accordingly, we will be dependent on dividends
and other distributions from our subsidiaries to generate the funds necessary to
meet our obligations, including the payment of principal and interest on our
debt. We had $116.4 million of cash and cash equivalents on a consolidated basis
at September 30, 2005, of which $31,467,000 was held at the holding company
level.

      Other than our holdings in the Partnership Parks, all of our current
operations are conducted by subsidiaries of Six Flags Operations, our principal
direct wholly-owned subsidiary. We may, in the future, transfer other assets to
Six Flags Operations or other entities owned by us. Our credit agreement limits
the ability of Six Flags


                                       7
<PAGE>

Operations to pay dividends or make other distributions to us unless it is in
compliance with the financial and other covenants set forth in the credit
agreement and it is not otherwise in default thereunder. If it is in compliance,
Six Flags Operations is permitted to pay dividends to us from cash generated by
operations of up to $75.0 million (of which $8.9 million has been dividended as
of September 30, 2005 and $66.1 million remains available) in order to enable us
to pay amounts in respect of any refinancing or repayment of debt under the
indentures governing our outstanding public debt. Additional cash distributions
to us by Six Flags Operations and its subsidiaries generally are limited to an
amount equal to the sum of:

      o     cash interest payments on the public notes issued under our
            indentures;

      o     payments we are required to make under our agreements with our
            partners at the Partnership Parks; and

      o     cash dividends on our outstanding preferred stock.

Shares eligible for future sale--the price of our common stock may decline due
to possible sales of shares.

      As of November 1, 2005, there were approximately 93.1 million shares of
our common stock outstanding, all of which are transferable without restriction
or further registration under the Securities Act of 1933, except for any shares
held by our affiliates. We also have outstanding options held by management and
directors to purchase approximately 6,024,000 shares and under our current
option plans we may issue options to purchase an additional 1,069,874 shares.

      In addition, our outstanding shares of preferred stock are convertible at
the option of the holders into 13.8 million shares of common stock, and our
convertible notes are convertible into 47.1 million shares, although we can
elect to deliver cash to satisfy note conversions. We may also issue additional
shares of common stock to pay quarterly diividend payments on our outstanding
preferred stock. The sale or expectation of sales of a large number of shares of
common stock or securities convertible into common stock in the public market
might negatively affect the market price of our common stock.

Ratings--changes in our credit ratings may adversely affect the price of our
securities, including our common stock and public debt.

      Credit rating agencies continually review their ratings for the companies
that they follow, including us. During 2005, Standard & Poor's Ratings Service
("S&P") lowered its ratings on us, including our corporate credit rating which
was lowered to "B-" from "B" and Moody's Investor Service ("Moody's") downgraded
our (i) senior unsecured debt to "Caa1" from "B3," (ii) preferred stock to
"Caa2" from "Caa1" and (iii) credit agreement debt to "B2" from "Ba3." A further
negative change in our ratings or the perception that such a change could occur
may adversely affect the market price of our securities, including our common
stock and public debt.


                                       8
<PAGE>

                               USE OF PROCEEDS

      We will not receive any proceeds from the sale of the common stock by the
Selling Shareholders.

                             SELLING SHAREHOLDERS

      The common stock to which this reoffer prospectus relates is being
registered for reoffers and resales by the Selling Shareholders who may acquire
these shares under the Directors' Plan, the 2001 Plan and/or the 2004 Plan, as
the case may be. The Selling Shareholders may sell all, some or none of the
common stock. Therefore, no estimate can be made of the aggregate number of
shares that are to be offered by this reoffer prospectus or that will be owned
for the direct or indirect account of each Selling Shareholder upon completion
of the offering to which this reoffer prospectus relates. The Selling
Shareholders may offer the common stock for sale from time to time. See "Plan of
Distribution." The inclusion in the table of the individuals named below will
not be deemed to be an admission that any of these individuals are our
affiliates.

      Participants under the Directors' Plan, the 2001 Plan and/or the 2004
Plan, as the case may be, who are deemed to be our "affiliates" who acquire
common stock under one of the aforementioned Plans may be added to the Selling
Shareholders listed below from time to time by use of a reoffer prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act.

      In addition, certain unnamed non-affiliates of ours may use this reoffer
prospectus for reoffers and resales of the shares of common stock registered
pursuant to the Registration Statement of which this reoffer prospectus is a
part, provided that these non-affiliates hold less than one percent of the
shares issuable under the Directors' Plan, the 2001 Plan and/or the 2004 Plan,
as the case may be.

      The following table provides the names, the relationship with us within
the past 3 years and beneficial ownership of, and the number of shares of common
stock which may be sold by each Selling Shareholder as of the date of this
offering:


<TABLE>
<CAPTION>
                                                                                 Amount to be
                                                                                    Offered
                                                                                for the Selling       Amount            Percent
                             Relationship With Us             Total Amount       Shareholders'    Owned after the   Owned after the
Name(1)                      Within Past 3 years                Owned(2)            Account         Offering(3)       Offering(4)
-------                -------------------------------    ------------------    ---------------   ---------------   ----------------
<S>                    <C>                                     <C>                      <C>               <C>                  <C>
Michael Antinoro       Executive Vice President,                  200,000  (5)          200,000                 0                 0
                       Entertainment and Marketing

John E. Bement         Senior Vice President, In-Park             120,000  (6)           50,000            70,000              --(a)
                       Services

John Blanks            Director of Corporate                       30,000  (7)           20,000            10,000              --(a)
                       Engineering

Kieran E. Burke        Former Chief Executive Officer,            635,000  (8)          635,000                 0                 0
                       President, Chief Operating
                       Officer, Director and Chairman
                       of the Board

Larry Chickola         Chief of Corporate Engineering              20,000  (9)           20,000                 0                 0

James M. Coughlin      General Counsel                             55,000  (10)          30,000            25,000              --(a)

James F. Dannhauser    Chief Financial Officer and                919,544  (11)         395,000           524,544              --(a)
                       former Director

Hue W. Eichelberger    Executive Vice                             120,500  (12)          50,000            70,500              --(a)
                       President--Eastern Region
</TABLE>


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Amount to be
                                                                                    Offered
                                                                                for the Selling       Amount            Percent
                             Relationship With Us             Total Amount       Shareholders'    Owned after the   Owned after the
Name(1)                      Within Past 3 years                Owned(2)            Account         Offering(3)       Offering(4)
-------                -------------------------------    ------------------    ---------------   ---------------   ----------------
<S>                    <C>                                     <C>                      <C>               <C>                  <C>
Jose Garciduenas       General Manager, Six Flags                  24,000  (13)          24,000                 0                 0
                       Mexico

Harold Richard Goff    Vice President, Operations                  20,000  (14)          20,000                 0                 0

Walter S. Hawrylak     Senior Vice                                100,000  (15)          51,126            48,874              --(a)
                       President--Administration and
                       Secretary

Pat Hoffman            Vice President of Safety                    35,000  (16)          20,000            15,000              --(a)

Thomas J. Iven         General Manager,                            90,000  (17)          50,000            40,000              --(a)
                       Six Flags Great America

Brian Jenkins          Senior Vice President--Finance             130,000  (18)          80,000           100,000              --(a)

Russell Kuteman        Vice President, Finance                     70,000  (19)          20,000            50,000              --(a)

Mark Quenzel           Executive Vice President, Park             200,000  (20)         200,000                 0                 0
                       Strategy and Management

Charles Salemi         Senior Vice President--Marketing            60,000  (21)          30,000            30,000              --(a)

Andrew M. Schleimer    Executive Vice President,                  200,000  (22)         100,000           100,000              --(a)
                       In-Park Services

Mark Shapiro           President, Chief Executive               1,200,000  (23)       1,200,000                 0                 0
                       Officer, Director

Jeffrey Speed          Executive Vice President                   300,000  (24)         150,000           150,000              --(a)

C.E. Andrews           Director                                    10,000  (25)          10,000                 0                 0

Paul A. Biddleman      Former Director                             80,984  (26)          60,000            20,984              --(a)

Michael E. Gellert     Former Director                             60,000  (27)          60,000                 0                 0

Mark Jennings          Director                                    10,000  (28)          10,000                 0                 0

Jack F. Kemp           Director                                    10,000  (29)          10,000                 0                 0

Francois Letaconnoux   Former Director                             60,000  (30)          60,000                 0                 0

Robert J. McGuire      Director                                    50,000  (31)          50,000                 0                 0

David B. Pauken        Director                                    10,000  (32)          10,000                 0                 0

Dwight C. Schar        Director                                    10,000  (33)          10,000                 0                 0

Stanley S. Shuman      Former Director                            100,000  (34)          60,000            40,000              --(a)

Daniel M. Snyder       Chairman of the Board                   11,521,300  (35)         600,000        10,921,300              11.7%

Harvey Weinstein       Director                                    10,000  (36)          10,000                 0                 0
</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Amount to be
                                                                                    Offered
                                                                                for the Selling       Amount            Percent
                             Relationship With Us             Total Amount       Shareholders'    Owned after the   Owned after the
Name(1)                      Within Past 3 years                Owned(2)            Account         Offering(3)       Offering(4)
-------                -------------------------------    ------------------    ---------------   ---------------   ----------------
<S>                    <C>                                     <C>                      <C>               <C>                  <C>
Total                                                          16,461,328             4,295,126        12,216,202              12.6%
</TABLE>

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

(a) Represents less than 1%.

(1) The address of each of the selling shareholders is c/o Six Flags, Inc., 122
East 42nd Street, New York, New York 10168. Each selling shareholder listed
herein shall include any donee, pledgee, transferee, or other successors in
interest that receives shares of common stock or options from the selling
stockholder as a gift, distribution or in other non-sale transfers, from time to
time.

(2) Except as otherwise noted and pursuant to applicable community property
laws, each person or entity named in the table has sole voting and investment
power with respect to all common stock listed as owned by that person or entity.
Shares beneficially owned include shares that may be acquired pursuant to
options and warrants whether or not exercisable within 60 days of the date of
this reoffer prospectus.

(3) Assuming the sale of all shares registered for the account of the Selling
Shareholders whether or not exercisable within 60 days of the date of this
reoffer prospectus. The Selling Shareholders may sell all, some or no portion of
the common stock registered hereunder.

(4) Based on 93,106,528 shares of common stock outstanding as of November 1,
2005. Common stock deemed to be beneficially owned by virtue of the right of any
person to acquire these shares whether or not exercisable within 60 days of the
date of this reoffer prospectus is treated as outstanding only for purposes of
determining the percent owned by such person.

(5) Consists of 100,000 shares of restricted common stock, 20,000 shares of
common stock underlying options exercisable within 60 days and 80,000 shares of
common stock underlying options which are not exercisable within 60 days.

(6) Consists of 120,000 shares of common stock underlying options exercisable
within 60 days.

(7) Consists of 30,000 shares of common stock underlying options exercisable
within 60 days.

(8) Consists of shares of common stock underlying options exercisable within
60 days.

(9) Consists of 20,000 shares of common stock underlying options exercisable
within 60 days.

(10) Consists of 35,000 shares of common stock underlying options exercisable
within 60 days and 20,000 shares of common stock underlying options which are
not exercisable within 60 days.

(11) Consists of 524,544 shares of common stock and 395,000 shares of common
stock underlying options exercisable within 60 days. Pursuant to the Amendment
to Employment Agreement, dated as of December 13, 2005, between the Company and
Mr. Dannhauser, all previously issued stock options and shares of restricted
common stock shall vest as of April 1, 2006. In addition, all stock options and
shares of restricted common stock issued on April 1, 2006 will be vested. This
table gives effect to the transactions contemplated by the Amendment.

(12) Consists of 500 shares of common stock, 120,000 shares of common stock
underlying options exercisable within 60 days.

(13) Consists of 24,000 shares of common stock underlying options exercisable
within 60 days.


                                       11
<PAGE>

(14) Consists of 20,000 shares of common stock underlying options exercisable
within 60 days.

(15) Consists of 10,000 shares of common stock, 66,000 shares of common stock
underlying options exercisable within 60 days and 24,000 shares of common stock
underlying options which are not exercisable within 60 days.

(16) Consists of 35,000 shares of common stock underlying options exercisable
within 60 days.

(17) Consists of 90,000 shares of common stock underlying options exercisable
within 60 days.

(18) Consists of 90,000 shares of common stock underlying options exercisable
within 60 days and 40,000 shares of common stock underlying options which are
not exercisable within 60 days.

(19) Consists of 70,000 shares of common stock underlying options exercisable
within 60 days.

(20) Consists of 100,000 shares of restricted common stock, 20,000 shares of
common stock underlying options exercisable within 60 days and 80,000 shares of
common stock underlying options which are not exercisable within 60 days.

(21) Consists of 60,000 shares of common stock underlying options exercisable
within 60 days.

(22) Consists of 100,000 shares of restricted common stock, 20,000 shares of
common stock underlying options exercisable within 60 days and 80,000 shares of
common stock underlying options which are not exercisable within 60 days.

(23) Consists of 250,000 shares of restricted common stock, 95,000 shares of
common stock underlying options exercisable within 60 days and 855,000 shares of
common stock underlying options which are not exercisable within 60 days.

(24) Consists of 150,000 shares of restricted common stock, 30,000 shares of
common stock underlying options exercisable within 60 days and 120,000 shares of
common stock underlying options which are not exercisable within 60 days.

(25) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(26) Consists of 20,984 shares of common stock, 60,000 shares of common stock
underlying options exercisable within 60 days and 40,000 shares of common stock
underlying options which are not exercisable within 60 days.

(27) Consists of 60,000 shares of common stock underlying options exercisable
within 60 days and 40,000 shares of common stock underlying options which are
not exercisable within 60 days.

(28) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(29) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(30) Consists of 60,000 shares of common stock underlying options exercisable
within 60 days and 40,000 shares of common stock underlying options which are
not exercisable within 60 days.

(31) Consists of 22,000 shares of common stock underlying options exercisable
within 60 days and 28,000 shares of common stock underlying options which are
not exercisable within 60 days.

(32) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.


                                       12
<PAGE>

(33) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(34) Consists of 40,000 shares of common stock, 60,000 shares of common stock
underlying options exercisable within 60 days and 40,000 shares of common stock
underlying options which are not exercisable within 60 days.

(35) Consists of 10,921,300 shares of common stock held indirectly through Red
Zone LLC, 120,000 shares of common stock underlying options exercisable within
60 days and 480,000 shares of common stock underlying options which are not
exercisable within 60 days.

(36) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.


                                       13
<PAGE>

                              PLAN OF DISTRIBUTION

      As used in this prospectus, "Selling Stockholders" includes the Selling
Stockholders named above and their donees, pledgees, transferees or other
successors in interest selling shares received from named Selling Stockholders
as a gift, partnership distribution or other non-sale-related transfer after the
date of this prospectus. We have been advised that the Selling Stockholders may
effect sales of the shares of common stock directly, or indirectly by or through
underwriters, agents or broker-dealers, and that the shares of common stock may
be sold by one or a combination of several of the following methods:

      o     one or more block transactions, in which the broker or dealer so
            engaged will attempt to sell the shares of common stock as agent but
            may position and resell a portion of the block as principal to
            facilitate the transaction, or in crosses, in which the same broker
            acts as an agent on both sides of the trade;

      o     purchases by a broker-dealer or market maker, as principal, and
            resale by the broker-dealer for its account;

      o     ordinary brokerage transactions or transactions in which a broker
            solicits purchases;

      o     on the New York Stock Exchange or on any other national securities
            exchange or quotation service on which our common stock may be
            listed or quoted at the time of the sale;

      o     in the over-the-counter market;

      o     privately negotiated transactions;

      o     through the writing of options, whether the options are listed on an
            options exchange or otherwise;

      o     through distributions to creditors and equity holders of the Selling
            Stockholders; or

      o     any combination of the foregoing, or any other available means
            allowable under applicable law.

      We will bear all costs, expenses and fees in connection with the
registration and sale of the common stock covered by this prospectus, other than
underwriting discounts and selling commissions. We will not receive any proceeds
from the sale of the shares of our common stock covered hereby. The Selling
Stockholders will bear all commissions and discounts, if any, attributable to
sales of the shares. The Selling Stockholders may agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.

      The Selling Stockholders may sell the shares covered by this prospectus
from time to time, and may also decide not to sell all or any of the shares they
are allowed to sell under this prospectus. The Selling Stockholders will act
independently of us in making decisions regarding the timing, manner and size of
each sale. The Selling Stockholders may effect sales by selling the shares
directly to purchasers in individually negotiated transactions, or to or through
broker-dealers, which may act as agents or principals. The Selling Stockholders
may sell their shares at fixed prices, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale, or at privately negotiated prices.

      Additionally, the Selling Stockholders may engage in hedging transactions
with broker-dealers in connection with distributions of shares or otherwise. In
those transactions, broker-dealers may engage in short sales of shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders also may sell shares short and redeliver shares to close
out such short positions. The Selling Stockholders may also enter into option or
other transactions with broker-dealers which require the delivery of shares to
the broker-dealer. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The Selling Stockholders also may loan or
pledge shares to a broker-dealer. The broker-dealer may sell the shares so
loaned or pledged pursuant to this prospectus.


                                       14
<PAGE>

      The Selling Stockholders may enter into derivative transactions with third
parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement
indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may use securities
pledged by the Selling Stockholders or borrowed from the Selling Stockholders or
others to settle those sales or to close out any related open borrowings of
stock, and may use securities received from the Selling Stockholders in
settlement of those derivatives to close out any related open borrowings of
stock. The third party in such sale transactions will be an underwriter and, if
not identified in this prospectus, will be identified in the applicable
prospectus supplement (or a post-effective amendment).

      Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of shares for whom
they act as agents or to whom they sell as principals, or both. Compensation as
to a particular broker-dealer might be in excess of customary commissions and
will be in amounts to be negotiated in connection with transactions involving
shares. In effecting sales, broker-dealers engaged by the Selling Stockholders
may arrange for other broker-dealers to participate in the resales.

      In connection with sales of our Common Stock covered hereby, the Selling
Stockholders and any broker-dealers or agents and any other participating
broker-dealers who execute sales for the Selling Stockholders may be deemed to
be "underwriters" within the meaning of the Securities Act. Accordingly, any
profits realized by the Selling Stockholders and any compensation earned by such
broker-dealers or agents may be deemed to be underwriting discounts and
commissions. Because Selling Stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling
Stockholders will be subject to the prospectus delivery requirements of that
act. We will make copies of this prospectus (as it may be amended or
supplemented from time to time) available to the Selling Stockholders for the
purpose of satisfying the prospectus delivery requirements. In addition, any
shares of a Selling Stockholder covered by this prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold in open market
transactions under Rule 144 rather than pursuant to this prospectus.

      The Selling Stockholders will be subject to applicable provisions of
Regulation M of the Securities Exchange Act of 1934 (the "Exchange Act") and the
rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of any of the shares of our Common Stock by the Selling
Stockholders. These restrictions may affect the marketability of such shares.

      In order to comply with applicable securities laws of some states, the
shares may be sold in those jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the shares may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirements is
available.

      To the extent necessary, we may amend or supplement this prospectus from
time to time to describe a specific plan of distribution. We will file a
supplement to this prospectus, if required, upon being notified by a Selling
Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. The supplement will disclose the name of each such Selling Stockholder
and of the participating broker-dealer(s); the number of shares involved; the
price at which such shares were sold; the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable; that such
broker-dealer(s) did not conduct any investigation to verify the information
contained in or incorporated by reference in this prospectus; and any other
facts material to the transaction.

                                  LEGAL MATTERS

      The validity of the issuance of shares of the common stock offered by this
reoffer prospectus will be passed upon for us by James M. Coughlin, Esq.,
General Counsel.


                                       15
<PAGE>

                                     EXPERTS

      The consolidated financial statements of Six Flags, Inc. and its
subsidiaries as of December 31, 2004, and December 31, 2003, and for each of the
years in the three-year period ended December 31, 2004, and management's
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2004, included in our Annual Report on Form 10-K for the year
ended December 31, 2004, have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The audit report on the consolidated financial
statements refers to changes in the method of accounting for investments in
certain variable interest entities in 2003 and accounting for goodwill and other
intangible assets in 2002.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room located at 100 F. Street, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov. Our Common Stock and
PIERS are listed on the New York Stock Exchange. Our reports, proxy statements
and other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

      We are "incorporating by reference" the documents listed below which we
have filed with the SEC, which means we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus. We incorporate by
reference the documents listed below:

         o  Our Annual Report on Form 10-K for the fiscal year ended December
            31, 2004;

         o  Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
            31, 2005;

         o  Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
            30, 2005;

         o  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
            September 30, 2005;

         o  Our Current Reports on Form 8-K filed on January 6, 2005, January
            11, 2005, July 22, 2005, August 19, 2005, August 25, 2005, September
            16, 2005, November 2, 2005 (relating to a letter sent to
            stockholders in connection with Red Zone LLC's consent
            solicitation), November 29, 2005, December 5, 2005, December 16,
            2005, December 30, 2005, January 18, 2006 and January 23, 2006; and

         o  The description of our common stock, par value $0.025 per share,
            contained in our Registration Statement on Form 8-A filed with the
            SEC pursuant to Section 12 of 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 us 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


                                       16
<PAGE>

superseded, to constitute a part of this Registration Statement. Copies of these
documents are not required to be filed with this Registration Statement.

      You may also request a copy of those filings, at no cost, by writing or
telephoning us at the following:

            Six Flags, Inc.
            122 E. 42nd Street
            49th Floor
            New York, New York  10168
            Attn: James M. Coughlin, General Counsel
            Telephone: (212) 599-4690

      Copies of these filings are available free of charge through our website
(www.sixflags.com) as soon as reasonably practicable after we electronically
file the material with, or furnish it to, the SEC. Our website is not a part of
this prospectus and is not incorporated by reference herein.

      Information that we file later with the SEC and that is incorporated by
reference in this prospectus will automatically update and supersede information
contained in this prospectus as if that information were included in this
prospectus.

      You should rely only upon the information provided, or incorporated by
reference, in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the dates specified in this
prospectus.

<PAGE>

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

                                     [LOGO]
                                  Six Flags(R)




         4,295,126 Shares of Common Stock, par value $.025 per share

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

                              REOFFER PROSPECTUS

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

                              February 14, 2006





                       =================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed with or furnished to the Securities and
Exchange Commission (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, 2004;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 2005;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended June 30, 2005;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 2005;

      o     The Company's Current Reports on Form 8-K filed on January 6, 2005,
            January 11, 2005, July 22, 2005, August 19, 2005, August 25, 2005,
            September 16, 2005, November 2, 2005 (relating to a letter sent to
            stockholders in connection with Red Zone LLC's consent
            solicitation), November 29, 2005, December 5, 2005, December 16,
            2005, December 30, 2005, January 18, 2006 and January 23, 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 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 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 stockholders for monetary damages for violations of the director's fiduciary
duty, except (1) for any breach of the director's duty of


                                      II-1
<PAGE>

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.

      With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Company claimed an exemption from registration
under the Securities Act pursuant to Section 4(2) thereof and because certain
issuances did not involve a purchase or sale for purposes of the Securities Act.
Such restricted securities were issued pursuant to the Directors' Plan, the 2001
Plan and/or the 2004 Plan.


                                      II-2
<PAGE>

Item 8.  Exhibits.

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

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

   10.1   -  Registrant's 2004 Stock Option and Incentive Plan

   23.1   -  Consent of KPMG LLP

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

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 Securities and Exchange Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20 percent 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)(i)
      and (a)(1)(ii) 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 Commission 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 that is incorporated by reference in this Registration Statement
shall be deemed to be a new


                                      II-3
<PAGE>

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.

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


                                      II-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 of 1933, 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 14th day of February, 2006.


                                SIX FLAGS, INC.


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


<TABLE>
<CAPTION>

Name                                      Title                                  Date
----                                      -----                                  ----
<S>                                       <C>                                    <C>
  /s/ Mark Shapiro                        Chief Executive Officer (Principal     February 14, 2006
-----------------------------             Executive Officer), President and
Mark Shapiro                              Chief Operating Officer


  /s/ James F. Dannhauser                 Chief Financial Officer (Principal     February 14, 2006
-----------------------------             Financial and Accounting Officer)
James F. Dannhauser


  /s/ Daniel M. Snyder                    Chairman of the Board                  February 13, 2006
-----------------------------
Daniel M. Snyder

  /s/ Charles Elliott Andrews             Director                               February 14, 2006
-----------------------------
Charles Elliott Andrews

  /s/ Mark Jennings                       Director                               February 14, 2006
-----------------------------
Mark Jennings

  /s/ Jack F. Kemp                        Director                               February 14, 2006
-----------------------------
Jack F. Kemp

  /s/ Robert J. McGuire                   Director                               February 7, 2006
-----------------------------
Robert J. McGuire

  /s/ David B. Pauken                     Director                               February 8, 2006
-----------------------------
David B. Pauken

  /s/ Dwight C. Schar                     Director                               February 7, 2006
-----------------------------
Dwight C. Schar

                                          Director
-----------------------------
Harvey Weinstein
</TABLE>


<PAGE>

                                EXHIBIT INDEX

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

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

   10.1   -  Registrant's 2004 Stock Option and Incentive Plan

   23.1   -  Consent of KPMG LLP

   24.1   -  Powers of Attorney (included in signature page to
             Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "si722960-s8.txt", "description": "INITIAL STATE. OF EMPLOYEE BEN. PLAN SEC", "secsgml_size_bytes": 98987}]
{"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": "333-131831", "film-number": "06610416"}, "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 February 14, 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.)

                               ------------------
                           11501 Northeast Expressway,
                          Oklahoma City, Oklahoma 73131
                                 (405) 475-2500
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                          DIRECTORS' STOCK OPTION PLAN
                      2001 STOCK OPTION AND INCENTIVE PLAN
                      2004 STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of Plans)
                              JAMES COUGHLIN, ESQ.
                                 SIX FLAGS, INC.
                              122 East 42nd Street,
                            New York, New York 10168
                                 (201) 599-4690
                     (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 $.025 per share         250,000(2)        $11.24(3)          $2,810,000(3)            $300.67

Common stock, par value $.025 per share         829,874(4)        $10.96(5)          $9,095,419.04(5)         $973.21

Common stock, par value $.025 per share       2,670,126(4)         $9.18(5)         $24,511,756.68(5)       $2,622.76

Common stock, par value $.025 per share         940,000(6)        $10.96(7)         $10,302,400(7)          $1,102.36

Common stock, par value $.025 per share         860,000(6)         $8.36(7)          $7,189,600(7)            $769.29

TOTAL                                         5,550,000                             $53,909,175.72          $5,768.28
================================================================================
(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 under the Securities Act
      of 1933, as amended.

(2)   Represents the registration of an aggregate of 250,000 shares of common
      stock of Six Flags, Inc. issuable upon exercise of options granted under
      the Directors' Stock Option Plan.

(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on (i) an average exercise price of $11.24 for 250,000
      of the shares to be registered pursuant to this Registration Statement.

(4)   Represents the registration of an aggregate of (i) 129,874 shares of
      common stock of Six Flags, Inc. issuable upon exercise of options reserved
      for grant under the 2001 Stock Option and Incentive Plan, (ii) 2,670,126
      shares of common stock of Six Flags, Inc. issuable upon exercise of
      options granted under the 2001 Stock Option and Incentive Plan and (iii)
      700,000 shares of restricted common stock of Six Flags, Inc. issued under
      the 2001 Stock Option and Incentive Plan.

(5)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on (i) an average exercise price of $9.18 for 2,670,126
      of the shares to be registered pursuant to this Registration Statement and
      (ii) the average of the high and low sales prices of the common stock
      ($10.96) on the New York Stock Exchange on February 13, 2006 for 829,874
      shares.

(6)   Represents the registration of an aggregate of 940,000 shares of common
      stock of Six Flags, Inc. issuable upon exercise of options reserved for
      grant under the 2004 Stock Option and Incentive Plan and an aggregate of
      860,000 shares of common stock of Six Flags, Inc. issuable upon exercise
      of options granted under the 2004 Stock Option and Incentive Plan.

(7)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
      as amended, based on (i) an average exercise price of $8.36 for 860,000 of
      the shares to be registered pursuant to this Registration Statement and
      (ii) for the remaining 940,000 shares, the average of the high and low
      sales prices of the common stock ($10.96) on the New York Stock Exchange
      on February 13, 2006.
================================================================================
EXPLANATORY NOTE

            This Registration Statement on Form S-8 (the "Registration
Statement") registers (i) issuances of 250,000 shares of common stock, par value
$.025 per share ("common stock"), of Six Flags, Inc. ("Six Flags") upon the
exercise of options previously granted under the Directors' Stock Option Plan
(the "Directors' Plan"); (ii) future issuances of up to 129,874 shares of common
stock of Six Flags in the event of grants of awards under the 2001 Stock Option
and Incentive Plan (the "2001 Plan"); (iii) issuances of 2,670,126 shares of
common stock of Six Flags upon the exercise of options previously granted under
the 2001 Plan; (iv) 700,000 shares of restricted common stock of Six Flags
previously granted under the 2001 Plan; (v) future issuances of up to 940,000
shares of common stock of Six Flags in the event of grants of awards under the
2004 Stock Option and Incentive Plan (the "2004 Plan"); and (vi) issuances of
860,000 shares of common stock of Six Flags upon the exercise of options
previously granted under the 2004 Plan.

                            ADDITIONAL INFORMATION

            Currently, there are outstanding options to purchase (i) 250,000
shares of common stock under the Directors' Plan, (ii) 2,670,126 shares of
common stock under the 2001 Plan and (iii) 860,000 shares of common stock under
the 2004 Plan, respectively. In addition, 700,000 shares of restricted common
stock have been granted under the 2001 Plan.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The documents containing the information required by Part I of Form
S-8 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 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.

            This Registration Statement also includes a reoffer prospectus that
has been prepared in accordance with the requirements of Part I of Form S-3 and,
pursuant to General Instruction C of Form S-8, may be used for reofferings and
resales on a continuous or delayed basis of 4,295,126 shares of common stock
that have been issued or are issuable upon the exercise of options granted to
the selling stockholders named herein (the "Selling Stockholders") under the
Directors' Plan, the 2001 Plan and/or the 2004 Plan, as the case may be.
REOFFER PROSPECTUS

         4,295,126 Shares of Common Stock, par value $.025 per share

                                     [LOGO]
                                  Six Flags(R)

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

      This reoffer prospectus relates to 4,295,126 shares of our common stock
that may be sold from time to time by the selling shareholders named in this
reoffer prospectus, who may be deemed to be our "affiliates."

      The distribution of the common stock by the selling shareholders may be
effected from time to time, in one or more transactions, at prices related to
prevailing market prices or at negotiated prices.

      The selling shareholders will receive all of the proceeds from the common
stock sold pursuant to this reoffer prospectus and we will receive none of such
proceeds. All expenses of registration incurred in connection with this offering
are being borne by us, but all brokerage commissions and other expenses incurred
by individual selling shareholders will be borne by these selling shareholders.

      The selling shareholders and any agents or broker-dealers that participate
with the selling shareholders in the distribution of the shares may be
considered "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and, in that event, any commissions received by
them and any profit on the resale of the shares may be considered underwriting
commissions or discounts under the Securities Act.

      Our common stock is listed on the New York Stock Exchange under the symbol
"PKS." On February 13, 2006, the last reported sale price of our common stock on
the New York Stock Exchange was $10.86 per share.

                  Investing in our common stock involves risks.
                     See "Risk Factors" beginning on page 2.

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

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this reoffer prospectus. Any representation to the
contrary is a criminal offense.

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

            The date of this reoffer prospectus is February 14, 2006.
You should rely only on the information contained or incorporated by
reference in this reoffer prospectus. We have not authorized anyone to provide
you with different or additional information. The selling shareholders are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information provided by this reoffer
prospectus is accurate as of any date other than the date on the front of this
reoffer prospectus. Our business, financial condition, results of operations and
prospects may have changed since then.

                            -------------------------
                                TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS..................ii

NOTE ON COPYRIGHTS AND TRADEMARKS.....................................ii

THE COMPANY............................................................1

RISK FACTORS...........................................................2

USE OF PROCEEDS........................................................9

SELLING SHAREHOLDERS...................................................9

PLAN OF DISTRIBUTION..................................................14

LEGAL MATTERS.........................................................15

EXPERTS...............................................................16

WHERE YOU CAN FIND MORE INFORMATION...................................16

                                       i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Some of the statements contained in or incorporated by reference in this
reoffer prospectus discuss our plans and strategies for our business or make
other forward-looking statements, as this term is defined in the Private
Securities Litigation Reform Act. The words "anticipates," "believes,"
"estimates," "expects," "plans," "intends" and similar expressions are intended
to identify these forward-looking statements, but are not the exclusive means of
identifying them. These forward-looking statements reflect the current views of
our management. However, various risks, uncertainties and contingencies could
cause our actual results, performance or achievements to differ materially from
those expressed in, or implied by, these statements, including the following:

      o     Factors impacting attendance, such as local conditions, events,
            disturbances and terrorist activities;

      o     our success in implementing our new business strategy;

      o     Accidents occurring at our parks;

      o     Adverse weather conditions;

      o     Competition with other theme parks and other recreational
            alternatives;

      o     Management change and success of new operating plan;

      o     General economic conditions (including consumer spending patterns);
            and

      o     Pending, threatened or future legal proceedings.

      The risks, uncertainties and contingencies discussed under "Risk Factors"
in this reoffer prospectus could also cause our actual results, performance or
achievements to differ materially. We caution the reader that these risks
discussed in this prospectus may not be exhaustive. We operate in a continually
changing business environment, and new risks emerge from time to time. We cannot
predict such risks nor can we assess the impact, if any, of such risks on our
business or the extent to which any risk, or combination of risks, may cause
actual results to differ from those projected in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

                      NOTE ON COPYRIGHTS AND TRADEMARKS

      Bugs Bunny, Daffy Duck, Tweety Bird and Yosemite Sam are copyrights and
trademarks of Warner Bros.(C) 2005, a division of Time Warner Entertainment
Company, L.P. ("TWE").  Batman and Superman are copyrights and trademarks of
DC Comics(C) 2005, a partnership between TWE and a subsidiary of Time Warner
Inc.  Yogi Bear, Scooby-Doo, and Flintstones are trademarks of Hanna-Barbera(C)
2005.

                                       ii
THE COMPANY

      We are the largest regional theme park operator in the world. Excluding
Six Flags AstroWorld in Houston, which was closed at the end of the 2005 season,
the 29 parks we operate had attendance of approximately 33.6 million in 2005.
These parks include 13 of the 50 most highly attended theme parks in North
America and the largest paid admission theme park in Mexico. Our parks serve
nine of the 10 largest metropolitan areas in the United States. We estimate that
approximately two-thirds of the population of the continental United States live
within a 150-mile radius of one of our parks.

      In December 2005, Mark Shapiro became our President and Chief Executive
Officer following a consent solicitation that resulted in the removal of three
directors and the election of Daniel M. Snyder as Chairman of the Board and the
addition of Mr. Shapiro and another person to the Board. See "Risk Factors--New
Executive Officers/Board of Directors."

      In 1998, we acquired the former Six Flags, which had operated regional
theme parks under the Six Flags name for nearly forty years and established a
nationally recognized brand name. We have worldwide ownership of the "Six Flags"
brand name. To capitalize on this name recognition, since the commencement of
the 1998 season, we have rebranded nine of our parks as "Six Flags" parks.

      We hold exclusive long-term licenses for theme park usage in the United
States (except the Las Vegas metropolitan area), Canada, Mexico and other
countries of a number of Warner Bros. and DC Comics characters. These characters
include Bugs Bunny, Daffy Duck, Tweety Bird, Yosemite Sam, Batman, Superman and
others. In addition, our International license with Warner Bros. includes the
Hanna-Barbera and Cartoon Network characters, including Yogi Bear, Scooby-Doo,
Flintstones and others. We use these characters to market our parks and to
provide an enhanced family entertainment experience. Our licenses include the
right to sell merchandise featuring the characters at our parks, and to use the
characters in our advertising, as walk-around characters and in theming for
rides, attractions and retail outlets. We believe using these characters
promotes increased attendance, supports higher ticket prices, increases
lengths-of-stay and enhances in-park spending.

      Our parks are located in geographically diverse markets across North
America. Our theme parks offer a family-oriented entertainment experience. Our
theme parks generally offer a broad selection of state-of-the-art and
traditional "thrill rides," water attractions, themed areas, concerts and shows,
restaurants, game venues and merchandise outlets. In the aggregate, our theme
parks offer more than 1,100 rides.

      We believe that our parks benefit from limited direct competition, since
the combination of a limited supply of real estate appropriate for theme park
development, high initial capital investment, long development lead-time and
zoning restrictions provides each of our parks with a significant degree of
protection from competitive new theme park openings.

      Our executive offices are located at 11501 Northeast Expressway, Oklahoma
City, Oklahoma 73131, (405) 475-2500, and at 122 East 42nd Street, New York, New
York 10168, (212) 599-4690.
RISK FACTORS

      You should carefully consider each of the following risks and all other
information set forth in this reoffer prospectus before deciding to invest in
our common stock.

Factors impacting attendance--local conditions, events, weather or natural
disasters, disturbances and terrorist activities--can adversely impact park
attendance.

      Lower attendance may be caused by various local conditions, events,
weather or natural disasters, disturbances and terrorist activities.
Furthermore, we believe that general economic conditions may also adversely
impact attendance figures at our parks, in that a challenging economic
environment can disproportionately affect our target audience of low to middle
income consumers who generally have relatively limited amounts of discretionary
income.

      In addition, since some of our parks are near major urban areas and appeal
to teenagers and young adults, there may be disturbances at one or more parks
which negatively affect our image. This may result in a decrease in attendance
at the affected parks. We work with local police authorities on security-related
precautions to prevent these types of occurrences. We can make no assurance,
however, that these precautions will be able to prevent any disturbances. We
believe that our ownership of many parks in different geographic locations
reduces the effects of these types of occurrences on our consolidated results.

      Our business and financial results were adversely impacted by the
terrorist activities occurring in the United States on September 11, 2001. These
activities resulted in a significant decrease in attendance at our parks during
the four weekends immediately following September 11. In addition, terrorist
alerts and threats of future terrorist activities may continue to adversely
affect attendance at our parks. Since October 1, 2002, our property insurance
policies (which include business interruption insurance) have not covered risks
related to terrorist activities. We cannot predict what effect any further
terrorist activities that may occur in the future may have on our business and
results of operations.

We have a history of net losses and expect to continue to experience net losses.
Consequently, we may not have the ability implement our strategy for achieving
growth and otherwise finance future operations.

      We have had a history of net losses and expect to continue to report net
losses for the next several years. Our net losses are principally attributable
to insufficient revenue to cover our relatively high percentage of fixed costs,
the interest costs on our debt and our depreciation expense. We expect that
these expenses will remain significant. We reported net losses of $52.0 million,
$58.1 million, $105.7 million, $61.7 million and $464.8 million for the years
ended December 31, 2000, 2001, 2002, 2003 and 2004. Continued losses could
reduce our cash available from operations to service our indebtedness, as well
as limit our ability to implement our strategy for achieving growth and
otherwise finance our operations in the future.

Implementation of a new operational plan--a change in our strategy may adversely
impact our operations.

      Our new management team intends to implement a new operational plan. It
may take management a significant amount of time to fully implement its new
plan. If our new operational plan is not successful or if we are unable to
execute it, there could be a material adverse effect on our business, financial
condition and results of operations.

New Executive Officers/Board of Directors--our new management does not have
proven success with the Company.

      A substantial number of our senior management team, including our Chief
Executive Officer, and all but one of our directors have been in place only from
and after December 2005. They do not have previous experience with us, and we
cannot assure you that they will fully integrate themselves into our business or
that they will effectively manage our business affairs. Our failure to
assimilate the new members of management or the directors, the failure of the
new members of management or the

                                       2
directors to perform effectively or the loss of any of the new members of
management or directors could have a material adverse effect on our business,
financial condition and results of operations.

Risk of accidents--there is the risk of accidents occurring at our parks which
may reduce attendance and negatively impact our operations.

      Almost all of our parks feature "thrill rides." Although we carefully
maintain the safety of our rides, there are inherent risks involved with these
attractions. An accident or an injury at any of our parks or at parks operated
by our competitors may reduce attendance at our parks, causing a decrease in
revenues. On May 2, 2004, a fatality occurred on a roller coaster at Six Flags
New England, which we believe contributed to a decline in attendance and, as a
result, adversely impacted performance at that park during the 2004 operating
season.

      We maintain insurance of the type and in amounts that we believe is
commercially reasonable and that is available to businesses in our industry. We
maintain multi-layered general liability policies that provide for excess
liability coverage of up to $100.0 million per occurrence. For incidents
occurring at our parks after November 15, 2003, our self-insured retention is
generally $2.5 million per occurrence. For incidents at the parks during the
twelve months prior to that date, the retention is $2.0 million per occurrence.
For incidents during the twelve months ended November 15, 2002, the retention is
$1.0 million per occurrence. For most prior incidents, our policies did not
provide for a self-insured retention. Our current insurance policies expire on
December 31, 2006. We cannot predict the level of the premiums that we may be
required to pay for subsequent insurance coverage, the level of any
self-insurance retention applicable thereto, the level of aggregate coverage
available or the availability of coverage for specific risks, such as terrorism.

Adverse weather conditions--bad weather can adversely impact attendance at our
parks.

      Because most of the attractions at our parks are outdoors, attendance at
our parks is adversely affected by bad weather. The effects of bad weather on
attendance are more pronounced at our water parks. Bad weather and forecasts of
bad or mixed weather conditions can reduce the number of people who come to our
parks, which negatively affects our revenues. Although we believe that our
ownership of many parks in different geographic locations reduces the effect
that adverse weather can have on our consolidated results, we believe our 2003
and 2004 operating results were adversely affected by abnormally cold and wet
weather in a number of our major U.S. markets.

Seasonality--our operations are seasonal.

      More than 85% of our annual park attendance occurs during the second and
third quarters of each year. As a result, when conditions or events described in
the above risk factors occur during the operating season, particularly during
the peak season of July and August, there is only a limited period of time
during which the impact of those conditions or events can be offset.
Accordingly, such conditions or events may have a disproportionately adverse
effect on our revenues. In addition, most of our expenses for maintenance and
costs of adding new attractions are incurred when the parks are closed in the
mid to late autumn and winter months. For this reason, a sequential quarter to
quarter comparison is not a good indication of our performance or of how we will
perform in the future.

Competition--the theme park industry competes with numerous entertainment
alternatives.

      Our parks compete with other theme, water and amusement parks and with
other types of recreational facilities and forms of entertainment, including
movies, sports attractions and vacation travel. Our business is also subject to
factors that affect the recreation and leisure industries generally, such as
general economic conditions and changes in consumer spending habits. The
principal competitive factors of a park include location, price, the uniqueness
and perceived quality of the rides and attractions, the atmosphere and
cleanliness of the park and the quality of its food and entertainment.

Customer Privacy--if we are unable to protect our customers' credit card data,
we could be exposed to data loss, litigation and liability, and our reputation
could be significantly harmed.

                                       3
In connection with credit card sales, we transmit confidential credit card
information securely over public networks and store it in our data warehouse.
Third parties may have the technology or know-how to breach the security of this
customer information, and our security measures may not effectively prohibit
others from obtaining improper access to this information. If a person is able
to circumvent our security measures, he or she could destroy or steal valuable
information or disrupt our operations. Any security breach could expose us to
risks of data loss, litigation and liability and could seriously disrupt our
operations and any resulting negative publicity could significantly harm our
reputation.

Anti-takeover provisions--anti-takeover provisions limit the ability of
stockholders to effect a change in control of us.

      Certain provisions in our Amended and Restated Certificate of
Incorporation and in our debt instruments and those of our subsidiaries may have
the effect of deterring transactions involving a change in control of us,
including transactions in which stockholders might receive a premium for their
shares.

      Our Amended and Restated Certificate of Incorporation provides for the
issuance of up to 5,000,000 shares of preferred stock with such designations,
rights and preferences as may be determined from time to time by our board of
directors. The authorization of preferred shares empowers our board of
directors, without further stockholder approval, to issue preferred shares with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of our common stock. If
issued, the preferred stock could be used to discourage, delay or prevent a
change of control of us. We have no current plans to issue any preferred stock.

      In addition, we have a rights plan which gives each holder of our common
stock the right to purchase junior preferred stock in certain events. The rights
plan is designed to deter third parties from attempting to take control of us on
terms that do not benefit all stockholders or that our board of directors
determines not to be in the best interests of stockholders.

      We are also subject to the anti-takeover provisions of the Delaware
General Corporation Law, which could have the effect of delaying or preventing a
change of control of us. Furthermore, upon a change of control, the holders of
substantially all of our outstanding indebtedness are entitled at their option
to be repaid in cash. These provisions may have the effect of delaying or
preventing changes in control or management of us. All of these factors could
materially adversely affect the price of our common stock.

      We have the exclusive right to use certain Warner Bros. and DC Comics
characters in our theme parks in the United States (except in the Las Vegas
metropolitan area), Canada, Mexico and other countries. Warner Bros. can
terminate these licenses under certain circumstances, including the acquisition
of us by persons engaged in the movie or television industries. This could deter
certain parties from seeking to acquire us.

Substantial leverage--our high level of indebtedness and other obligations
require that a significant part of our cash flow be used to pay interest and
fund these other obligations.

      We have a high level of debt. Our total indebtedness, as of September 30,
2005, was $2,147.5 million. In addition, as of September 30, 2005, an additional
$359.4 million was available for borrowing under our credit agreement. Based on
interest rates at September 30, 2005 for floating rate debt, annual cash
interest payments for 2005 on non-revolving credit debt outstanding at September
30, 2005 and anticipated levels of working capital revolving borrowings for the
year will aggregate approximately $173.8 million. In addition, annual dividend
payments on our outstanding preferred stock total approximately $20.8 million,
which we can, at our option, pay either in cash or shares of our common stock.
We are required to redeem all of our outstanding preferred stock on August 15,
2009 (to the extent not previously converted into shares of our common stock)
for cash at 100% of the liquidation preference ($287.5 million), plus accrued
and unpaid dividends.

      At September 30, 2005, we had approximately $116.4 million of cash and
cash equivalents. As of that date, we had $359.4 million available for
borrowings under our credit agreement.

                                       4
In addition to making interest payments on debt and dividend payments on
our preferred stock, we must satisfy the following obligations with respect to
Six Flags Over Georgia and Six Flags Over Texas, which we refer to as the
Partnership Parks:

      o     We must make annual distributions to our partners in the Partnership
            Parks, which will amount to approximately $54.9 million in 2005 (of
            which we received approximately $17.7 million in 2005 as a result of
            our ownership interest in the parks) with similar amounts (adjusted
            for changes in cost of living) payable in future years.

      o     We must spend a minimum of approximately 6% of each park's annual
            revenues over specified periods for capital expenditures.

      o     Each year, we must offer to purchase a specified maximum number of
            partnership units from our partners in the Partnership Parks, which
            in 2003 resulted in an aggregate payment by us of approximately $5.7
            million. There were no purchases of units in 2004 and 2005. The
            maximum number of units that we could be required to purchase in
            2006 would result in an aggregate payment by us of approximately
            $246.6 million. The annual incremental unit purchase obligation
            (without taking into account accumulation from prior years)
            aggregates approximately $31.1 million for both parks based on
            current purchase prices. As we purchase additional units, we are
            entitled to a proportionate increase in our share of the minimum
            annual distributions.

We expect to use cash flow from the operations at these parks to satisfy our
annual distribution and capital expenditure obligations with respect to these
parks before we use any of our other funds. The two partnerships generated
approximately $58.7 million of aggregate net cash provided by operating
activities during 2004. The obligations relating to Six Flags Over Georgia
continue until 2027 and those relating to Six Flags Over Texas continue until
2028.

      In December 2004, we guaranteed the payment of a $31.0 million
construction term loan incurred by HWP Development LLC (a joint venture in which
we own a 41% interest) for the purpose of financing the construction and
development of a hotel and indoor water park project to be located adjacent to
our Great Escape park near Lake George, New York. The loan was also guaranteed
by one of our venture partners. The guarantee will be released upon full payment
and discharge of the loan, which matures on December 17, 2009. As security for
the guarantee, we have posted an $8.0 million letter of credit. We have entered
into a management agreement to manage and operate the project upon its
completion.

      Although we are contractually committed to make approximately $25.0
million of capital expenditures at one park over the next several years, the
vast majority of our capital expenditures in 2006 and beyond will be made on a
discretionary basis. We expect to make approximately $125.0 million of capital
expenditures for the 2006 season to add a wide array of new rides, attractions
and revenue outlets at many of our parks.

      Our high level of debt and other obligations could have important negative
consequences to us and investors in our securities. These include:

      o     We may not be able to satisfy all of our obligations, including, but
            not limited to, our obligations under our public debt.

      o     We could have difficulties obtaining necessary financing in the
            future for working capital, capital expenditures, debt service
            requirements, Partnership Park obligations, refinancings or other
            purposes.

      o     We will have to use a significant part of our cash flow to make
            payments on our debt, to pay the dividends on preferred stock (if we
            choose to pay them in cash) and to satisfy the other obligations set
            forth above, which will reduce the capital available for operations
            and expansion.

                                       5
o     Adverse economic or industry conditions may have more of a negative
            impact on us.

      We cannot be sure that cash generated from our parks will be as high as we
expect or that our expenses will not be higher than we expect. Because a large
portion of our expenses are fixed in any given year, our operating cash flow
margins are highly dependent on attendance levels and in-park spending.

      We expect to refinance all or some of our debt or secure new financing. We
cannot be sure that we will be able to obtain the refinancing or new financing
on reasonable terms or at all. We have agreed in our credit agreement and the
indentures covering our outstanding public debt to limit the amount of
additional debt we will incur.

      Due to the seasonal nature of our business, we are largely dependent upon
the $300.0 million working capital revolving credit facility under our credit
agreement to fund off-season expenses. Our ability to borrow under the working
capital revolving credit facility is dependent upon compliance with certain
conditions, including satisfying certain financial ratios and the absence of any
material adverse change. Although we are currently in compliance with all of
these conditions, on November 5, 2004, we entered into an amendment to the
Credit Agreement which relaxed the leverage ratio through 2006 and the fixed
charge coverage ratio through 2007. If we were to become unable to borrow under
the facility, we would likely be unable to pay our off-season obligations in
full and may be unable to meet our repurchase obligations (if any) in respect of
repurchases of partnership units in the Partnership Parks.

      If we breach any of the covenants contained in our credit agreement or the
indentures governing our public debt, the principal and accrued interest on the
applicable debt would become due and payable. In addition, that default could
constitute a cross-default under the instruments governing all of our other
debt. If a cross-default occurs, the maturity of almost all of our debt could be
accelerated and become immediately due and payable. If that happens, we would
not be able to satisfy our debt obligations, which would have a substantial
material adverse effect on our ability to continue as a going concern. We cannot
assure you that we will be able to comply with these restrictions in the future
or that our compliance would not cause us to forego opportunities that might
otherwise be beneficial to us.

Restrictive covenants--our financial and operating activities are limited by
restrictions contained in the terms of our financings.

      The terms governing our and our subsidiaries' debt impose significant
operating and financial restrictions on us. These restrictions may significantly
limit or prohibit us from engaging in certain types of transactions, including
the following:

      o     incurring additional debt;

      o     creating liens on our assets;

      o     paying dividends;

      o     selling assets;

      o     engaging in mergers or acquisitions; and

      o     making investments.

      Our failure to comply with the terms of and covenants in our and our
subsidiaries' debt could lead to a default under the terms of those documents,
which would entitle the lenders to accelerate the debt and declare all amounts
owed due and payable. Moreover, the instruments governing almost all of our debt
contain cross-default provisions so that a default under any of our debt will be
considered a default under all of our other debt. If a cross-

                                       6
default occurs, the maturity of almost all of our debt could be accelerated and
become immediately due and payable. If that happens, we would not be able to
satisfy our debt obligations, which would have a substantial material adverse
effect on our ability to continue as a going concern. We cannot assure you that
we will be able to comply with these restrictions in the future or that our
compliance would not cause us to forego opportunities that might otherwise be
beneficial to us.

      Further, under our credit agreement, our principal direct wholly owned
subsidiary, Six Flags Operations and its subsidiaries are required to comply
with specified financial ratios and tests, including those related to:

      o     interest expense;

      o     fixed charges;

      o     debt service; and

      o     total debt.

Although we are currently in compliance with all of these financial covenants
and restrictions, on November 5, 2004, we entered into an amendment to our
credit agreement which relaxed the leverage ratio through 2006 and the fixed
charge coverage ratio through 2007. However, events beyond our control, such as
weather and economic, financial and industry conditions, may affect our ability
to continue meeting these financial tests and ratios. The need to comply with
these financial covenants and restrictions could limit our ability to expand our
business or prevent us from borrowing more money when necessary.

Labor Costs--increased costs of labor, pension, post-retirement and medical and
other employee health and welfare benefits may reduce our results of operations.

      Labor is a primary component in the cost of operating our business. We
devote significant resources to recruiting and training our managers and
employees. Increased labor costs, due to competition, increased minimum wage or
employee benefit costs or otherwise, would adversely impact our operating
expenses. In addition, our success depends on our ability to attract, motivate
and retain qualified employees to keep pace with our needs. If we are unable to
do so, our results of operations may be adversely affected.

      With more than 2,000 full-time employees, our results of operations are
also substantially affected by costs of pension and medical benefits. In recent
years, we have experienced significant increases in these costs as a result of
macro-economic factors beyond our control, including increases in health care
costs, declines in investment returns on plan assets and changes in discount
rates used to calculate pension and related liabilities. At least some of these
macro-economic factors may continue to put upward pressure on the cost of
providing pension and medical benefits. Although we have actively sought to
control increases in these costs, there can be no assurance that we will succeed
in limiting cost increases, and continued upward pressure could reduce the
profitability of our businesses.

Holding company structure--access to cash flow of some of our subsidiaries is
limited.

      We are a holding company whose primary assets consist of shares of stock
or other equity interests in our subsidiaries, and we conduct substantially all
of our current operations through our subsidiaries. Almost all of our income is
derived from our subsidiaries. Accordingly, we will be dependent on dividends
and other distributions from our subsidiaries to generate the funds necessary to
meet our obligations, including the payment of principal and interest on our
debt. We had $116.4 million of cash and cash equivalents on a consolidated basis
at September 30, 2005, of which $31,467,000 was held at the holding company
level.

      Other than our holdings in the Partnership Parks, all of our current
operations are conducted by subsidiaries of Six Flags Operations, our principal
direct wholly-owned subsidiary. We may, in the future, transfer other assets to
Six Flags Operations or other entities owned by us. Our credit agreement limits
the ability of Six Flags

                                       7
Operations to pay dividends or make other distributions to us unless it is in
compliance with the financial and other covenants set forth in the credit
agreement and it is not otherwise in default thereunder. If it is in compliance,
Six Flags Operations is permitted to pay dividends to us from cash generated by
operations of up to $75.0 million (of which $8.9 million has been dividended as
of September 30, 2005 and $66.1 million remains available) in order to enable us
to pay amounts in respect of any refinancing or repayment of debt under the
indentures governing our outstanding public debt. Additional cash distributions
to us by Six Flags Operations and its subsidiaries generally are limited to an
amount equal to the sum of:

      o     cash interest payments on the public notes issued under our
            indentures;

      o     payments we are required to make under our agreements with our
            partners at the Partnership Parks; and

      o     cash dividends on our outstanding preferred stock.

Shares eligible for future sale--the price of our common stock may decline due
to possible sales of shares.

      As of November 1, 2005, there were approximately 93.1 million shares of
our common stock outstanding, all of which are transferable without restriction
or further registration under the Securities Act of 1933, except for any shares
held by our affiliates. We also have outstanding options held by management and
directors to purchase approximately 6,024,000 shares and under our current
option plans we may issue options to purchase an additional 1,069,874 shares.

      In addition, our outstanding shares of preferred stock are convertible at
the option of the holders into 13.8 million shares of common stock, and our
convertible notes are convertible into 47.1 million shares, although we can
elect to deliver cash to satisfy note conversions. We may also issue additional
shares of common stock to pay quarterly diividend payments on our outstanding
preferred stock. The sale or expectation of sales of a large number of shares of
common stock or securities convertible into common stock in the public market
might negatively affect the market price of our common stock.

Ratings--changes in our credit ratings may adversely affect the price of our
securities, including our common stock and public debt.

      Credit rating agencies continually review their ratings for the companies
that they follow, including us. During 2005, Standard & Poor's Ratings Service
("S&P") lowered its ratings on us, including our corporate credit rating which
was lowered to "B-" from "B" and Moody's Investor Service ("Moody's") downgraded
our (i) senior unsecured debt to "Caa1" from "B3," (ii) preferred stock to
"Caa2" from "Caa1" and (iii) credit agreement debt to "B2" from "Ba3." A further
negative change in our ratings or the perception that such a change could occur
may adversely affect the market price of our securities, including our common
stock and public debt.

                                       8
USE OF PROCEEDS

      We will not receive any proceeds from the sale of the common stock by the
Selling Shareholders.

                             SELLING SHAREHOLDERS

      The common stock to which this reoffer prospectus relates is being
registered for reoffers and resales by the Selling Shareholders who may acquire
these shares under the Directors' Plan, the 2001 Plan and/or the 2004 Plan, as
the case may be. The Selling Shareholders may sell all, some or none of the
common stock. Therefore, no estimate can be made of the aggregate number of
shares that are to be offered by this reoffer prospectus or that will be owned
for the direct or indirect account of each Selling Shareholder upon completion
of the offering to which this reoffer prospectus relates. The Selling
Shareholders may offer the common stock for sale from time to time. See "Plan of
Distribution." The inclusion in the table of the individuals named below will
not be deemed to be an admission that any of these individuals are our
affiliates.

      Participants under the Directors' Plan, the 2001 Plan and/or the 2004
Plan, as the case may be, who are deemed to be our "affiliates" who acquire
common stock under one of the aforementioned Plans may be added to the Selling
Shareholders listed below from time to time by use of a reoffer prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act.

      In addition, certain unnamed non-affiliates of ours may use this reoffer
prospectus for reoffers and resales of the shares of common stock registered
pursuant to the Registration Statement of which this reoffer prospectus is a
part, provided that these non-affiliates hold less than one percent of the
shares issuable under the Directors' Plan, the 2001 Plan and/or the 2004 Plan,
as the case may be.

      The following table provides the names, the relationship with us within
the past 3 years and beneficial ownership of, and the number of shares of common
stock which may be sold by each Selling Shareholder as of the date of this
offering:
Amount to be
                                                                                    Offered
                                                                                for the Selling       Amount            Percent
                             Relationship With Us             Total Amount       Shareholders'    Owned after the   Owned after the
Name(1)                      Within Past 3 years                Owned(2)            Account         Offering(3)       Offering(4)
-------                -------------------------------    ------------------    ---------------   ---------------   ----------------
Michael Antinoro       Executive Vice President,                  200,000  (5)          200,000                 0                 0
                       Entertainment and Marketing

John E. Bement         Senior Vice President, In-Park             120,000  (6)           50,000            70,000              --(a)
                       Services

John Blanks            Director of Corporate                       30,000  (7)           20,000            10,000              --(a)
                       Engineering

Kieran E. Burke        Former Chief Executive Officer,            635,000  (8)          635,000                 0                 0
                       President, Chief Operating
                       Officer, Director and Chairman
                       of the Board

Larry Chickola         Chief of Corporate Engineering              20,000  (9)           20,000                 0                 0

James M. Coughlin      General Counsel                             55,000  (10)          30,000            25,000              --(a)

James F. Dannhauser    Chief Financial Officer and                919,544  (11)         395,000           524,544              --(a)
                       former Director

Hue W. Eichelberger    Executive Vice                             120,500  (12)          50,000            70,500              --(a)
                       President--Eastern Region
9
Amount to be
                                                                                    Offered
                                                                                for the Selling       Amount            Percent
                             Relationship With Us             Total Amount       Shareholders'    Owned after the   Owned after the
Name(1)                      Within Past 3 years                Owned(2)            Account         Offering(3)       Offering(4)
-------                -------------------------------    ------------------    ---------------   ---------------   ----------------
Jose Garciduenas       General Manager, Six Flags                  24,000  (13)          24,000                 0                 0
                       Mexico

Harold Richard Goff    Vice President, Operations                  20,000  (14)          20,000                 0                 0

Walter S. Hawrylak     Senior Vice                                100,000  (15)          51,126            48,874              --(a)
                       President--Administration and
                       Secretary

Pat Hoffman            Vice President of Safety                    35,000  (16)          20,000            15,000              --(a)

Thomas J. Iven         General Manager,                            90,000  (17)          50,000            40,000              --(a)
                       Six Flags Great America

Brian Jenkins          Senior Vice President--Finance             130,000  (18)          80,000           100,000              --(a)

Russell Kuteman        Vice President, Finance                     70,000  (19)          20,000            50,000              --(a)

Mark Quenzel           Executive Vice President, Park             200,000  (20)         200,000                 0                 0
                       Strategy and Management

Charles Salemi         Senior Vice President--Marketing            60,000  (21)          30,000            30,000              --(a)

Andrew M. Schleimer    Executive Vice President,                  200,000  (22)         100,000           100,000              --(a)
                       In-Park Services

Mark Shapiro           President, Chief Executive               1,200,000  (23)       1,200,000                 0                 0
                       Officer, Director

Jeffrey Speed          Executive Vice President                   300,000  (24)         150,000           150,000              --(a)

C.E. Andrews           Director                                    10,000  (25)          10,000                 0                 0

Paul A. Biddleman      Former Director                             80,984  (26)          60,000            20,984              --(a)

Michael E. Gellert     Former Director                             60,000  (27)          60,000                 0                 0

Mark Jennings          Director                                    10,000  (28)          10,000                 0                 0

Jack F. Kemp           Director                                    10,000  (29)          10,000                 0                 0

Francois Letaconnoux   Former Director                             60,000  (30)          60,000                 0                 0

Robert J. McGuire      Director                                    50,000  (31)          50,000                 0                 0

David B. Pauken        Director                                    10,000  (32)          10,000                 0                 0

Dwight C. Schar        Director                                    10,000  (33)          10,000                 0                 0

Stanley S. Shuman      Former Director                            100,000  (34)          60,000            40,000              --(a)

Daniel M. Snyder       Chairman of the Board                   11,521,300  (35)         600,000        10,921,300              11.7%

Harvey Weinstein       Director                                    10,000  (36)          10,000                 0                 0
10
Amount to be
                                                                                    Offered
                                                                                for the Selling       Amount            Percent
                             Relationship With Us             Total Amount       Shareholders'    Owned after the   Owned after the
Name(1)                      Within Past 3 years                Owned(2)            Account         Offering(3)       Offering(4)
-------                -------------------------------    ------------------    ---------------   ---------------   ----------------
Total                                                          16,461,328             4,295,126        12,216,202              12.6%
-------------

(a) Represents less than 1%.

(1) The address of each of the selling shareholders is c/o Six Flags, Inc., 122
East 42nd Street, New York, New York 10168. Each selling shareholder listed
herein shall include any donee, pledgee, transferee, or other successors in
interest that receives shares of common stock or options from the selling
stockholder as a gift, distribution or in other non-sale transfers, from time to
time.

(2) Except as otherwise noted and pursuant to applicable community property
laws, each person or entity named in the table has sole voting and investment
power with respect to all common stock listed as owned by that person or entity.
Shares beneficially owned include shares that may be acquired pursuant to
options and warrants whether or not exercisable within 60 days of the date of
this reoffer prospectus.

(3) Assuming the sale of all shares registered for the account of the Selling
Shareholders whether or not exercisable within 60 days of the date of this
reoffer prospectus. The Selling Shareholders may sell all, some or no portion of
the common stock registered hereunder.

(4) Based on 93,106,528 shares of common stock outstanding as of November 1,
2005. Common stock deemed to be beneficially owned by virtue of the right of any
person to acquire these shares whether or not exercisable within 60 days of the
date of this reoffer prospectus is treated as outstanding only for purposes of
determining the percent owned by such person.

(5) Consists of 100,000 shares of restricted common stock, 20,000 shares of
common stock underlying options exercisable within 60 days and 80,000 shares of
common stock underlying options which are not exercisable within 60 days.

(6) Consists of 120,000 shares of common stock underlying options exercisable
within 60 days.

(7) Consists of 30,000 shares of common stock underlying options exercisable
within 60 days.

(8) Consists of shares of common stock underlying options exercisable within
60 days.

(9) Consists of 20,000 shares of common stock underlying options exercisable
within 60 days.

(10) Consists of 35,000 shares of common stock underlying options exercisable
within 60 days and 20,000 shares of common stock underlying options which are
not exercisable within 60 days.

(11) Consists of 524,544 shares of common stock and 395,000 shares of common
stock underlying options exercisable within 60 days. Pursuant to the Amendment
to Employment Agreement, dated as of December 13, 2005, between the Company and
Mr. Dannhauser, all previously issued stock options and shares of restricted
common stock shall vest as of April 1, 2006. In addition, all stock options and
shares of restricted common stock issued on April 1, 2006 will be vested. This
table gives effect to the transactions contemplated by the Amendment.

(12) Consists of 500 shares of common stock, 120,000 shares of common stock
underlying options exercisable within 60 days.

(13) Consists of 24,000 shares of common stock underlying options exercisable
within 60 days.

                                       11
(14) Consists of 20,000 shares of common stock underlying options exercisable
within 60 days.

(15) Consists of 10,000 shares of common stock, 66,000 shares of common stock
underlying options exercisable within 60 days and 24,000 shares of common stock
underlying options which are not exercisable within 60 days.

(16) Consists of 35,000 shares of common stock underlying options exercisable
within 60 days.

(17) Consists of 90,000 shares of common stock underlying options exercisable
within 60 days.

(18) Consists of 90,000 shares of common stock underlying options exercisable
within 60 days and 40,000 shares of common stock underlying options which are
not exercisable within 60 days.

(19) Consists of 70,000 shares of common stock underlying options exercisable
within 60 days.

(20) Consists of 100,000 shares of restricted common stock, 20,000 shares of
common stock underlying options exercisable within 60 days and 80,000 shares of
common stock underlying options which are not exercisable within 60 days.

(21) Consists of 60,000 shares of common stock underlying options exercisable
within 60 days.

(22) Consists of 100,000 shares of restricted common stock, 20,000 shares of
common stock underlying options exercisable within 60 days and 80,000 shares of
common stock underlying options which are not exercisable within 60 days.

(23) Consists of 250,000 shares of restricted common stock, 95,000 shares of
common stock underlying options exercisable within 60 days and 855,000 shares of
common stock underlying options which are not exercisable within 60 days.

(24) Consists of 150,000 shares of restricted common stock, 30,000 shares of
common stock underlying options exercisable within 60 days and 120,000 shares of
common stock underlying options which are not exercisable within 60 days.

(25) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(26) Consists of 20,984 shares of common stock, 60,000 shares of common stock
underlying options exercisable within 60 days and 40,000 shares of common stock
underlying options which are not exercisable within 60 days.

(27) Consists of 60,000 shares of common stock underlying options exercisable
within 60 days and 40,000 shares of common stock underlying options which are
not exercisable within 60 days.

(28) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(29) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(30) Consists of 60,000 shares of common stock underlying options exercisable
within 60 days and 40,000 shares of common stock underlying options which are
not exercisable within 60 days.

(31) Consists of 22,000 shares of common stock underlying options exercisable
within 60 days and 28,000 shares of common stock underlying options which are
not exercisable within 60 days.

(32) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

                                       12
(33) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

(34) Consists of 40,000 shares of common stock, 60,000 shares of common stock
underlying options exercisable within 60 days and 40,000 shares of common stock
underlying options which are not exercisable within 60 days.

(35) Consists of 10,921,300 shares of common stock held indirectly through Red
Zone LLC, 120,000 shares of common stock underlying options exercisable within
60 days and 480,000 shares of common stock underlying options which are not
exercisable within 60 days.

(36) Consists of 2,000 shares of common stock underlying options exercisable
within 60 days and 8,000 shares of common stock underlying options which are not
exercisable within 60 days.

                                       13
PLAN OF DISTRIBUTION

      As used in this prospectus, "Selling Stockholders" includes the Selling
Stockholders named above and their donees, pledgees, transferees or other
successors in interest selling shares received from named Selling Stockholders
as a gift, partnership distribution or other non-sale-related transfer after the
date of this prospectus. We have been advised that the Selling Stockholders may
effect sales of the shares of common stock directly, or indirectly by or through
underwriters, agents or broker-dealers, and that the shares of common stock may
be sold by one or a combination of several of the following methods:

      o     one or more block transactions, in which the broker or dealer so
            engaged will attempt to sell the shares of common stock as agent but
            may position and resell a portion of the block as principal to
            facilitate the transaction, or in crosses, in which the same broker
            acts as an agent on both sides of the trade;

      o     purchases by a broker-dealer or market maker, as principal, and
            resale by the broker-dealer for its account;

      o     ordinary brokerage transactions or transactions in which a broker
            solicits purchases;

      o     on the New York Stock Exchange or on any other national securities
            exchange or quotation service on which our common stock may be
            listed or quoted at the time of the sale;

      o     in the over-the-counter market;

      o     privately negotiated transactions;

      o     through the writing of options, whether the options are listed on an
            options exchange or otherwise;

      o     through distributions to creditors and equity holders of the Selling
            Stockholders; or

      o     any combination of the foregoing, or any other available means
            allowable under applicable law.

      We will bear all costs, expenses and fees in connection with the
registration and sale of the common stock covered by this prospectus, other than
underwriting discounts and selling commissions. We will not receive any proceeds
from the sale of the shares of our common stock covered hereby. The Selling
Stockholders will bear all commissions and discounts, if any, attributable to
sales of the shares. The Selling Stockholders may agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.

      The Selling Stockholders may sell the shares covered by this prospectus
from time to time, and may also decide not to sell all or any of the shares they
are allowed to sell under this prospectus. The Selling Stockholders will act
independently of us in making decisions regarding the timing, manner and size of
each sale. The Selling Stockholders may effect sales by selling the shares
directly to purchasers in individually negotiated transactions, or to or through
broker-dealers, which may act as agents or principals. The Selling Stockholders
may sell their shares at fixed prices, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale, or at privately negotiated prices.

      Additionally, the Selling Stockholders may engage in hedging transactions
with broker-dealers in connection with distributions of shares or otherwise. In
those transactions, broker-dealers may engage in short sales of shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders also may sell shares short and redeliver shares to close
out such short positions. The Selling Stockholders may also enter into option or
other transactions with broker-dealers which require the delivery of shares to
the broker-dealer. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The Selling Stockholders also may loan or
pledge shares to a broker-dealer. The broker-dealer may sell the shares so
loaned or pledged pursuant to this prospectus.

                                       14
The Selling Stockholders may enter into derivative transactions with third
parties, or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement
indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may use securities
pledged by the Selling Stockholders or borrowed from the Selling Stockholders or
others to settle those sales or to close out any related open borrowings of
stock, and may use securities received from the Selling Stockholders in
settlement of those derivatives to close out any related open borrowings of
stock. The third party in such sale transactions will be an underwriter and, if
not identified in this prospectus, will be identified in the applicable
prospectus supplement (or a post-effective amendment).

      Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of shares for whom
they act as agents or to whom they sell as principals, or both. Compensation as
to a particular broker-dealer might be in excess of customary commissions and
will be in amounts to be negotiated in connection with transactions involving
shares. In effecting sales, broker-dealers engaged by the Selling Stockholders
may arrange for other broker-dealers to participate in the resales.

      In connection with sales of our Common Stock covered hereby, the Selling
Stockholders and any broker-dealers or agents and any other participating
broker-dealers who execute sales for the Selling Stockholders may be deemed to
be "underwriters" within the meaning of the Securities Act. Accordingly, any
profits realized by the Selling Stockholders and any compensation earned by such
broker-dealers or agents may be deemed to be underwriting discounts and
commissions. Because Selling Stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling
Stockholders will be subject to the prospectus delivery requirements of that
act. We will make copies of this prospectus (as it may be amended or
supplemented from time to time) available to the Selling Stockholders for the
purpose of satisfying the prospectus delivery requirements. In addition, any
shares of a Selling Stockholder covered by this prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold in open market
transactions under Rule 144 rather than pursuant to this prospectus.

      The Selling Stockholders will be subject to applicable provisions of
Regulation M of the Securities Exchange Act of 1934 (the "Exchange Act") and the
rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of any of the shares of our Common Stock by the Selling
Stockholders. These restrictions may affect the marketability of such shares.

      In order to comply with applicable securities laws of some states, the
shares may be sold in those jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the shares may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirements is
available.

      To the extent necessary, we may amend or supplement this prospectus from
time to time to describe a specific plan of distribution. We will file a
supplement to this prospectus, if required, upon being notified by a Selling
Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. The supplement will disclose the name of each such Selling Stockholder
and of the participating broker-dealer(s); the number of shares involved; the
price at which such shares were sold; the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable; that such
broker-dealer(s) did not conduct any investigation to verify the information
contained in or incorporated by reference in this prospectus; and any other
facts material to the transaction.

                                  LEGAL MATTERS

      The validity of the issuance of shares of the common stock offered by this
reoffer prospectus will be passed upon for us by James M. Coughlin, Esq.,
General Counsel.

                                       15
EXPERTS

      The consolidated financial statements of Six Flags, Inc. and its
subsidiaries as of December 31, 2004, and December 31, 2003, and for each of the
years in the three-year period ended December 31, 2004, and management's
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2004, included in our Annual Report on Form 10-K for the year
ended December 31, 2004, have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The audit report on the consolidated financial
statements refers to changes in the method of accounting for investments in
certain variable interest entities in 2003 and accounting for goodwill and other
intangible assets in 2002.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room located at 100 F. Street, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov. Our Common Stock and
PIERS are listed on the New York Stock Exchange. Our reports, proxy statements
and other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

      We are "incorporating by reference" the documents listed below which we
have filed with the SEC, which means we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus. We incorporate by
reference the documents listed below:

         o  Our Annual Report on Form 10-K for the fiscal year ended December
            31, 2004;

         o  Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
            31, 2005;

         o  Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
            30, 2005;

         o  Our Quarterly Report on Form 10-Q for the fiscal quarter ended
            September 30, 2005;

         o  Our Current Reports on Form 8-K filed on January 6, 2005, January
            11, 2005, July 22, 2005, August 19, 2005, August 25, 2005, September
            16, 2005, November 2, 2005 (relating to a letter sent to
            stockholders in connection with Red Zone LLC's consent
            solicitation), November 29, 2005, December 5, 2005, December 16,
            2005, December 30, 2005, January 18, 2006 and January 23, 2006; and

         o  The description of our common stock, par value $0.025 per share,
            contained in our Registration Statement on Form 8-A filed with the
            SEC pursuant to Section 12 of 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 us 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

                                       16
superseded, to constitute a part of this Registration Statement. Copies of these
documents are not required to be filed with this Registration Statement.

      You may also request a copy of those filings, at no cost, by writing or
telephoning us at the following:

            Six Flags, Inc.
            122 E. 42nd Street
            49th Floor
            New York, New York  10168
            Attn: James M. Coughlin, General Counsel
            Telephone: (212) 599-4690

      Copies of these filings are available free of charge through our website
(www.sixflags.com) as soon as reasonably practicable after we electronically
file the material with, or furnish it to, the SEC. Our website is not a part of
this prospectus and is not incorporated by reference herein.

      Information that we file later with the SEC and that is incorporated by
reference in this prospectus will automatically update and supersede information
contained in this prospectus as if that information were included in this
prospectus.

      You should rely only upon the information provided, or incorporated by
reference, in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the dates specified in this
prospectus.
=================================

                                     [LOGO]
                                  Six Flags(R)

         4,295,126 Shares of Common Stock, par value $.025 per share

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

                              REOFFER PROSPECTUS

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

                              February 14, 2006

                       =================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed with or furnished to the Securities and
Exchange Commission (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, 2004;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 2005;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended June 30, 2005;

      o     The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 2005;

      o     The Company's Current Reports on Form 8-K filed on January 6, 2005,
            January 11, 2005, July 22, 2005, August 19, 2005, August 25, 2005,
            September 16, 2005, November 2, 2005 (relating to a letter sent to
            stockholders in connection with Red Zone LLC's consent
            solicitation), November 29, 2005, December 5, 2005, December 16,
            2005, December 30, 2005, January 18, 2006 and January 23, 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 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 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 stockholders for monetary damages for violations of the director's fiduciary
duty, except (1) for any breach of the director's duty of

                                      II-1
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.

      With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Company claimed an exemption from registration
under the Securities Act pursuant to Section 4(2) thereof and because certain
issuances did not involve a purchase or sale for purposes of the Securities Act.
Such restricted securities were issued pursuant to the Directors' Plan, the 2001
Plan and/or the 2004 Plan.

                                      II-2
Item 8.  Exhibits.

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

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

   10.1   -  Registrant's 2004 Stock Option and Incentive Plan

   23.1   -  Consent of KPMG LLP

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

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 Securities and Exchange Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than a 20 percent 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)(i)
      and (a)(1)(ii) 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 Commission 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 that is incorporated by reference in this Registration Statement
shall be deemed to be a new

                                      II-3
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.

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

                                      II-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 of 1933, 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 14th day of February, 2006.

                                SIX FLAGS, INC.

                                By:   /s/ Mark Shapiro
                                   ---------------------------------------------
                                   Name:  Mark Shapiro
                                   Title: Chief Executive Officer, President
                                          and Chief Operating 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                        Chief Executive Officer (Principal     February 14, 2006
-----------------------------             Executive Officer), President and
Mark Shapiro                              Chief Operating Officer

  /s/ James F. Dannhauser                 Chief Financial Officer (Principal     February 14, 2006
-----------------------------             Financial and Accounting Officer)
James F. Dannhauser

  /s/ Daniel M. Snyder                    Chairman of the Board                  February 13, 2006
-----------------------------
Daniel M. Snyder

  /s/ Charles Elliott Andrews             Director                               February 14, 2006
-----------------------------
Charles Elliott Andrews

  /s/ Mark Jennings                       Director                               February 14, 2006
-----------------------------
Mark Jennings

  /s/ Jack F. Kemp                        Director                               February 14, 2006
-----------------------------
Jack F. Kemp

  /s/ Robert J. McGuire                   Director                               February 7, 2006
-----------------------------
Robert J. McGuire

  /s/ David B. Pauken                     Director                               February 8, 2006
-----------------------------
David B. Pauken

  /s/ Dwight C. Schar                     Director                               February 7, 2006
-----------------------------
Dwight C. Schar

                                          Director
-----------------------------
Harvey Weinstein
EXHIBIT INDEX

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

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

   10.1   -  Registrant's 2004 Stock Option and Incentive Plan

   23.1   -  Consent of KPMG LLP

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