As filed with the Securities and Exchange Commission on September 28, 2006

                                                     Registration No. 333-
================================================================================

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

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

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

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

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

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

              SIX FLAGS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
                SIX FLAGS, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plans)
                              JAMES COUGHLIN, ESQ.
                                 SIX FLAGS, INC.
                            1540 Broadway; 15th Floor
                            New York, New York 10036
                                 (212) 652-9403
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)

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

                          Copies of Communications to:

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                                                     Proposed      Proposed
                                                                      Maximum       Maximum
Title of                                                Amount       Offering      Aggregate       Amount of
Securities to                                            to Be       Price Per     Offering      Registration
Be Registered                                        Registered(1)     Share         Price            Fee
===============================================================================================================
<S>                                                  <C>             <C>         <C>             <C>
Common Stock, par value $.025 per share                  2,000,000(2)    $5.39(3)  $10,780,000(3)    $1,153.46

Common Stock, par value $.025 per share                    500,000(4)    $5.39(5)   $2,695,000(5)      $288.37

TOTAL                                                    2,500,000                 $13,475,000       $1,441.83
</TABLE>

(1)  Plus such indeterminate number of shares of common stock as may be issued
     to prevent dilution resulting from stock dividends, stock splits or
     similar transactions in accordance with Rule 416(a) under the Securities
     Act of 1933, as amended (the "Securities Act").
<PAGE>

(2) Represents the registration of an aggregate of 2,000,000 shares of common
    stock of Six Flags, Inc. issuable upon exercise of options reserved for
    grant under the Six Flags, Inc. 2006 Stock Option and Incentive 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 based on
    the average of the high and low sales prices of the common stock ($5.39) on
    the New York Stock Exchange on September 26, 2006 for 2,000,000 shares.

(4) Represents the registration of an aggregate of 500,000 shares of common
    stock of Six Flags, Inc. issuable upon purchase by eligible employees under
    the Six Flags, Inc. 2006 Employee Stock Purchase 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 based on
    the average of the high and low sales prices of the common stock ($5.39) on
    the New York Stock Exchange on September 26, 2006 for 500,000 shares.

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

<PAGE>

                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 (the "Registration Statement")
registers (i) future issuances of up to 2,000,000 shares of common stock of Six
Flags, Inc. in the event of grants of awards under the Six Flags, Inc. 2006
Stock Option and Incentive Plan (the "Stock Option Plan") and (ii) future
issuances of up to 500,000 shares of common stock of Six Flags, Inc. issuable
upon purchase by eligible employees under the Six Flags, Inc. 2006 Employee
Stock Purchase Plan (the "ESPP").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required by Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "SEC") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.

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

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

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

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

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

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

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

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests Of Named Experts And Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation. Subsection (b)(7) of Section 102
of the Delaware General Corporation Law (the "DGCL") enables a corporation in
its original certificate of incorporation or an amendment to its certificate of
incorporation to eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for violations of the
director's fiduciary duty, except (1) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) pursuant to Section 174 of the DGCL (providing

                                      II-1
<PAGE>

for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (4) for any transactions from which a director
derived an improper personal benefit. Article Seventh of the Restated
Certificate of Incorporation of the Registrant has eliminated the personal
liability of directors to the fullest extent permitted by Subsection (b)(7) of
Section 102 of the DGCL.

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

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

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

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

Item 7. Exemption From Registration Claimed.

      Not applicable.


                                      II-2
<PAGE>

Item 8. Exhibits.

  Exhibit No.                              Description
  -----------                              -----------
      4.1        -    Six Flags, Inc. 2006 Stock Option and Incentive Plan
                      (incorporated by reference from  Exhibit 10.1 to the
                      Current Report on Form 8-K filed on May 30, 2006)

      4.2        -    Six Flags, Inc. 2006 Employee Stock Purchase Plan
                      (incorporated by reference from  Exhibit 10.2 to the
                      Current Report on Form 8-K filed on May 30, 2006)

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

     23.1*       -    Consent of KPMG LLP

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

   *  Filed herewith.

Item 9. Undertakings.

   The undersigned Registrant hereby undertakes:

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

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

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

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

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

      (b)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

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


                                      II-3
<PAGE>

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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


                                      II-4
<PAGE>

                                POWER OF ATTORNEY

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

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 28th day of September, 2006.


                                       SIX FLAGS, INC.


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

<PAGE>

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

<TABLE>
<CAPTION>
Name                                           Title                                        Date
----                                           -----                                        ----

<S>                                            <C>                                          <C>
/s/ Mark Shapiro                               President, Chief Executive                   September 28, 2006
---------------------------                    Officer (Principal Executive
Mark Shapiro                                   Officer) and Director


/s/ Jeffrey Speed                              Chief Financial Officer                      September 28, 2006
---------------------------                    (Principal Financial and
Jeffrey Speed                                  Accounting Officer)


/s/ Daniel M. Snyder                           Chairman of the Board and                    September 28, 2006
---------------------------                    Director
Daniel M. Snyder


/s/ Charles Elliott Andrews                    Director                                     September 28, 2006
---------------------------
Charles Elliott Andrews


/s/ Mark Jennings                              Director                                     September 28, 2006
---------------------------
Mark Jennings


/s/ Jack F. Kemp                               Director                                     September 28, 2006
---------------------------
Jack F. Kemp


/s/ Robert J. McGuire                          Director                                     September 28, 2006
---------------------------
Robert J. McGuire


/s/ Perry Rogers                               Director                                     September 28, 2006
---------------------------
Perry Rogers


/s/ Dwight C. Schar                            Director                                     September 28, 2006
---------------------------
Dwight C. Schar


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

</TABLE>
<PAGE>

                             EXHIBIT INDEX

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

      4.1        -    Six Flags, Inc. 2006 Stock Option and Incentive Plan
                      (incorporated by reference from  Exhibit 10.1 to the
                      Current Report on Form 8-K filed on May 30, 2006)

      4.2        -    Six Flags, Inc. 2006 Employee Stock Purchase Plan
                      (incorporated by reference from  Exhibit 10.2 to the
                      Current Report on Form 8-K filed on May 30, 2006)

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

     23.1*       -    Consent of KPMG LLP

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

   *  Filed herewith.
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{"company-data": {"conformed-name": "SIX FLAGS INC", "cik": "0000701374", "assigned-sic": "7990", "irs-number": "736137714", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-137657", "film-number": "061114853"}, "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 September 28, 2006

                                                     Registration No. 333-
================================================================================

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

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

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

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

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

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

              SIX FLAGS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
                SIX FLAGS, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plans)
                              JAMES COUGHLIN, ESQ.
                                 SIX FLAGS, INC.
                            1540 Broadway; 15th Floor
                            New York, New York 10036
                                 (212) 652-9403
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent for Service)

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

                          Copies of Communications to:

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

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                                     Proposed      Proposed
                                                                      Maximum       Maximum
Title of                                                Amount       Offering      Aggregate       Amount of
Securities to                                            to Be       Price Per     Offering      Registration
Be Registered                                        Registered(1)     Share         Price            Fee
===============================================================================================================
Common Stock, par value $.025 per share                  2,000,000(2)    $5.39(3)  $10,780,000(3)    $1,153.46

Common Stock, par value $.025 per share                    500,000(4)    $5.39(5)   $2,695,000(5)      $288.37

TOTAL                                                    2,500,000                 $13,475,000       $1,441.83
(1)  Plus such indeterminate number of shares of common stock as may be issued
     to prevent dilution resulting from stock dividends, stock splits or
     similar transactions in accordance with Rule 416(a) under the Securities
     Act of 1933, as amended (the "Securities Act").
(2) Represents the registration of an aggregate of 2,000,000 shares of common
    stock of Six Flags, Inc. issuable upon exercise of options reserved for
    grant under the Six Flags, Inc. 2006 Stock Option and Incentive 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 based on
    the average of the high and low sales prices of the common stock ($5.39) on
    the New York Stock Exchange on September 26, 2006 for 2,000,000 shares.

(4) Represents the registration of an aggregate of 500,000 shares of common
    stock of Six Flags, Inc. issuable upon purchase by eligible employees under
    the Six Flags, Inc. 2006 Employee Stock Purchase 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 based on
    the average of the high and low sales prices of the common stock ($5.39) on
    the New York Stock Exchange on September 26, 2006 for 500,000 shares.

================================================================================
EXPLANATORY NOTE

      This Registration Statement on Form S-8 (the "Registration Statement")
registers (i) future issuances of up to 2,000,000 shares of common stock of Six
Flags, Inc. in the event of grants of awards under the Six Flags, Inc. 2006
Stock Option and Incentive Plan (the "Stock Option Plan") and (ii) future
issuances of up to 500,000 shares of common stock of Six Flags, Inc. issuable
upon purchase by eligible employees under the Six Flags, Inc. 2006 Employee
Stock Purchase Plan (the "ESPP").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information required by Part I of this
Registration Statement will be sent or given to plan participants as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "SEC") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.

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

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

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

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

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

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

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

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests Of Named Experts And Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation. Subsection (b)(7) of Section 102
of the Delaware General Corporation Law (the "DGCL") enables a corporation in
its original certificate of incorporation or an amendment to its certificate of
incorporation to eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for violations of the
director's fiduciary duty, except (1) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) pursuant to Section 174 of the DGCL (providing

                                      II-1
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (4) for any transactions from which a director
derived an improper personal benefit. Article Seventh of the Restated
Certificate of Incorporation of the Registrant has eliminated the personal
liability of directors to the fullest extent permitted by Subsection (b)(7) of
Section 102 of the DGCL.

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

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

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

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

Item 7. Exemption From Registration Claimed.

      Not applicable.

                                      II-2
Item 8. Exhibits.

  Exhibit No.                              Description
  -----------                              -----------
      4.1        -    Six Flags, Inc. 2006 Stock Option and Incentive Plan
                      (incorporated by reference from  Exhibit 10.1 to the
                      Current Report on Form 8-K filed on May 30, 2006)

      4.2        -    Six Flags, Inc. 2006 Employee Stock Purchase Plan
                      (incorporated by reference from  Exhibit 10.2 to the
                      Current Report on Form 8-K filed on May 30, 2006)

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

     23.1*       -    Consent of KPMG LLP

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

   *  Filed herewith.

Item 9. Undertakings.

   The undersigned Registrant hereby undertakes:

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

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

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

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

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

      (b)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

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

                                      II-3
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      II-4
POWER OF ATTORNEY

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

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on this 28th day of September, 2006.

                                       SIX FLAGS, INC.

                                       By: /s/ Mark Shapiro
                                          -----------------------------------
                                          Name:  Mark Shapiro
                                          Title: President and Chief Executive
                                          Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities and on the dates indicated.
Name                                           Title                                        Date
----                                           -----                                        ----
/s/ Mark Shapiro                               President, Chief Executive                   September 28, 2006
---------------------------                    Officer (Principal Executive
Mark Shapiro                                   Officer) and Director

/s/ Jeffrey Speed                              Chief Financial Officer                      September 28, 2006
---------------------------                    (Principal Financial and
Jeffrey Speed                                  Accounting Officer)

/s/ Daniel M. Snyder                           Chairman of the Board and                    September 28, 2006
---------------------------                    Director
Daniel M. Snyder

/s/ Charles Elliott Andrews                    Director                                     September 28, 2006
---------------------------
Charles Elliott Andrews

/s/ Mark Jennings                              Director                                     September 28, 2006
---------------------------
Mark Jennings

/s/ Jack F. Kemp                               Director                                     September 28, 2006
---------------------------
Jack F. Kemp

/s/ Robert J. McGuire                          Director                                     September 28, 2006
---------------------------
Robert J. McGuire

/s/ Perry Rogers                               Director                                     September 28, 2006
---------------------------
Perry Rogers

/s/ Dwight C. Schar                            Director                                     September 28, 2006
---------------------------
Dwight C. Schar

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

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

      4.1        -    Six Flags, Inc. 2006 Stock Option and Incentive Plan
                      (incorporated by reference from  Exhibit 10.1 to the
                      Current Report on Form 8-K filed on May 30, 2006)

      4.2        -    Six Flags, Inc. 2006 Employee Stock Purchase Plan
                      (incorporated by reference from  Exhibit 10.2 to the
                      Current Report on Form 8-K filed on May 30, 2006)

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

     23.1*       -    Consent of KPMG LLP

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

   *  Filed herewith.