Registration No. 33-

 As filed with the Securities and Exchange Commission on December 13, 1994
____________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              _______________

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

                      BALLY ENTERTAINMENT CORPORATION
          (Exact name of registrant as specified in its charter)

        DELAWARE                                    36-2512405
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                  identification No.)

                        8700 West Bryn Mawr Avenue
                          Chicago, Illinois 60631
        (Address of principal executive offices including zip code)
                              _______________

                   BALLY'S EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of plans)
                              _______________
                                                      Copy to:
        Carol Stone DePaul, Esq.              Leslie A. Drockton, Esq.
               Secretary                        Benesch, Friedlander,
    Bally Entertainment Corporation               Coplan & Aronoff
      8700 West Bryn Mawr Avenue              2300 BP America Building
        Chicago, Illinois 60631                   200 Public Square
            (312) 399-1300                    Cleveland, Ohio  44114-2378
                                                   (216) 363-4500

        (Name and address including zip code; and telephone number,
                including area code, of agent for service)
                              _______________

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                  Proposed
Title of                          Proposed        maximum
securities                        maximum         aggregate   Amount of
to be            Amount to be     offering price  offering    registration
registered <F1>  registered <F2>  per share <F3>  price <F3>  fee
- ---------------  ---------------  --------------  ----------  ------------
<S>              <C>              <C>             <C>         <C>

Common Stock,
par value
$.01 per share      200,000           $5.625      $1,125,000     $387.93
<FN>
_____________________________________

<F1> This Registration statement covers an indeterminate amount of interests in
the Employee Stock Purchase Plan of Bally Entertainment Corporation.
<F2> This Registration statement also includes an indeterminable number of Shares
of Common Stock which may be issued under the anti-dilution provision of the
plan.
<F3> Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of the
average of the high and low prices of the Common Stock on December 8, 1994 as
reported on the New York Stock Exchange.
</FN>
</TABLE>
<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

    The following documents filed or to be filed by Bally Entertainment
Corporation (the "Company") with the Securities and Exchange Commission
("Commission") are hereby incorporated or deemed to be incorporated by
reference in this Registration Statement.

    (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1993, File No. 1-7244.

    (2)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended March 31, 1994, File No. 1-7244.

    (3)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended June 30, 1994, File No. 1-7244.

    (4)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended September 30, 1994, File No. 1-7244.

    (5)  The description of the Company's Common Stock contained in the
         Company's Registration Statement on Form 8-A filed with the
         Commission on July 24, 1975, File No. 1-7244.

    (6)  All documents subsequently filed by the Company or the Plan pursuant to
         Sections 13(a), 13(c), 14 or 15(a) of the Exchange Act, prior to the
         termination of the offering made hereby, shall be deemed to be
         incorporated by reference in this Registration Statement and to be a
         part hereof from the respective date of filing each such document.

    Any statement contained in a document incorporated by, 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


Item 4.   Description of Securities.

    Not Applicable.


Item 5.   Interests of Named Experts and Counsel.

    Not Applicable.


Item 6.   Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action,suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an officer
or director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise.  The indemnity may include expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his conduct was illegal.  A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation in the performance of his duty.  Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.

         The Restated Certificate of Incorporation of the Company, as amended,
as permitted by the General Corporation Law of the State of Delaware, provides
for the indemnification of directors and officers of the Company, and persons
who serve or served at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties in amounts paid or to be
paid in settlement) reasonably incurred with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative; provided,
however, the Company shall indemnify any such person seeking indemnification
in connection with a proceeding initiated by such person only if such
proceeding was authorized by the Board of Directors of the Company.  In the
event a claim for indemnification by any person has not been paid in full by
the Company after written request has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall also be entitled to be paid the expense of prosecuting such
claim.  The right to indemnification conferred in the Restated Certificate of
Incorporation is a contract right and shall include the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of
its final disposition.  The Company may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the Company
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Company would
have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

         The Company has purchased directors' and officers' liability
insurance covering certain liabilities incurred by its officers and directors
in connection with the performance of their duties.


Item 7.   Exemption from Registration Claimed.

    Not applicable.


Item 8.   Exhibits.

    3.(i)-a   Restated Certificate of Incorporation of the Company, as amended.

    3.(i)-b   Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 12, 1987.

    3.(i)-c   Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 4, 1989.

    3.(i)-d   Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 17, 1994.

    3.(ii)    By-Laws of the Company, as amended (incorporated by reference to
              Exhibit 3.(ii) to the Company's Form 10-K for the fiscal year
              ended December 31, 1992).

    4.1       The Company's Employee Stock Purchase Plan.

    5.1       Opinion of Benesch, Friedlander, Coplan & Aronoff, Counsel to the
              Company, regarding legality.

    23.1      Consent of Ernst & Young LLP, independent public accountants.

    23.2      Consent of Benesch, Friedlander, Coplan & Aronoff (contained in
              their opinion filed as Exhibit 5.1 to this Registration
              Statement).

    24.1      Power of Attorney (included in Part II of this Registration
              Statement).

Item 9.   Undertakings.

          (a) The undersigned registrant hereby undertakes:

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

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

               (ii)     To reflect in the prospectus any facts or events arising
              after the effective date of the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate,represent a fundamental change in the
              information set forth in the Registration Statement;

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the Registration Statement is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          Registration Statement.

              (2)       That, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

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

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

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

<PAGE>
                                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 the City of Chicago, State of Illinois, on the 9th day of
December, 1994.

                                 BALLY ENTERTAINMENT CORPORATION
                                 (Registrant)


                                 By: /s/ Lee S. Hillman                 
                                     Lee S. Hillman
                                     Executive Vice President, Chief Financial
                                     Officer and Treasurer

<PAGE>
                             POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lee S. Hillman and Carol S. DePaul, or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign 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 Securities and Exchange Commission, 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, agent,
or their substitutes may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Company in the capacities and on the dates indicated.

Dated:   December 9, 1994         /s/ Arthur M. Goldberg    
                                  Arthur M. Goldberg
                                  Chairman of the Board,
                                  Chief Executive Officer and President
                                  (Principal Executive Officer)

Dated:   December 9, 1994         /s/ Lee S. Hillman        
                                  Lee S. Hillman
                                  Executive Vice President,
                                  Chief Financial Officer and Treasurer
                                  (Principal Financial Officer)

Dated:   December 9, 1994         /s/ John W. Dwyer         
                                  John W. Dwyer
                                  Vice President and Corporate Controller
                                  (Principal Accounting Officer)

Dated:   December 9, 1994         /s/ George N. Aronoff     
                                  George N. Aronoff
                                  Director

Dated:   December 9, 1994         /s/ Barrie K. Brunet      
                                  Barrie K. Brunet
                                  Director

Dated:   December 9, 1994         /s/ Edwin M. Halkyard     
                                  Edwin M. Halkyard
                                  Director

Dated:   December 9, 1994         /s/ J. Kenneth Looloian   
                                  J. Kenneth Looloian
                                  Director

Dated:   December 9, 1994         /s/ Rocco J. Marano       
                                  Rocco J. Marano
                                  Director

Dated:   December 9, 1994         /s/ Patrick L. O'Malley   
                                  Patrick L. O'Malley
                                  Director

Dated:   December 9, 1994         /s/ James M. Rochford     
                                  James M. Rochford
                                  Director
<PAGE>
                             Exhibit Index
  

Exhibit No.                Exhibit Description
- -----------                -------------------
  
3.(i)-a       Restated Certificate of Incorporation of the Company, as
              amended.

3.(i)-b       Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 12, 1987.

3.(i)-c       Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 4, 1989.

3.(i)-d       Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 17, 1994.

3.(ii)        By-Laws of the Company, as amended (incorporated by reference to
              Exhibit 3.(ii) to the Company's Form 10-K for the fiscal year
              ended December 31, 1992).

4.1           The Company's Employee Stock Purchase Plan.

5.1           Opinion of Benesch, Friedlander, Coplan & Aronoff, Counsel to the
              Company, regarding legality.

23.1          Consent of Ernst & Young LLP, independent public accountants.

23.2          Consent of Benesch, Friedlander, Coplan & Aronoff (contained in
              their opinion filed as Exhibit 5.1 to this Registration
              Statement).

24.1          Power of Attorney (included in Part II of this Registration
              Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILED ON 12/13/94", "secsgml_size_bytes": 20147}]
{"company-data": {"conformed-name": "BALLY ENTERTAINMENT CORP", "cik": "0000009435", "assigned-sic": "7990", "irs-number": "362512405", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56831", "film-number": "94564560"}, "business-address": {"street1": "8700 W BRYN MAWR AVE", "city": "CHICAGO", "state": "IL", "zip": "60631-3547", "phone": "3123991300"}, "former-company": {"former-conformed-name": "BALLY MANUFACTURING CORP", "date-changed": "19920703"}}
Registration No. 33-

 As filed with the Securities and Exchange Commission on December 13, 1994
____________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              _______________

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

                      BALLY ENTERTAINMENT CORPORATION
          (Exact name of registrant as specified in its charter)

        DELAWARE                                    36-2512405
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                  identification No.)

                        8700 West Bryn Mawr Avenue
                          Chicago, Illinois 60631
        (Address of principal executive offices including zip code)
                              _______________

                   BALLY'S EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of plans)
                              _______________
                                                      Copy to:
        Carol Stone DePaul, Esq.              Leslie A. Drockton, Esq.
               Secretary                        Benesch, Friedlander,
    Bally Entertainment Corporation               Coplan & Aronoff
      8700 West Bryn Mawr Avenue              2300 BP America Building
        Chicago, Illinois 60631                   200 Public Square
            (312) 399-1300                    Cleveland, Ohio  44114-2378
                                                   (216) 363-4500

        (Name and address including zip code; and telephone number,
                including area code, of agent for service)
                              _______________

                      CALCULATION OF REGISTRATION FEE
Proposed
Title of                          Proposed        maximum
securities                        maximum         aggregate   Amount of
to be            Amount to be     offering price  offering    registration
registered
registered
per share
price
fee
- ---------------  ---------------  --------------  ----------  ------------
Common Stock,
par value
$.01 per share      200,000           $5.625      $1,125,000     $387.93
_____________________________________
This Registration statement covers an indeterminate amount of interests in
the Employee Stock Purchase Plan of Bally Entertainment Corporation.
This Registration statement also includes an indeterminable number of Shares
of Common Stock which may be issued under the anti-dilution provision of the
plan.
Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of the
average of the high and low prices of the Common Stock on December 8, 1994 as
reported on the New York Stock Exchange.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

    The following documents filed or to be filed by Bally Entertainment
Corporation (the "Company") with the Securities and Exchange Commission
("Commission") are hereby incorporated or deemed to be incorporated by
reference in this Registration Statement.

    (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1993, File No. 1-7244.

    (2)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended March 31, 1994, File No. 1-7244.

    (3)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended June 30, 1994, File No. 1-7244.

    (4)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended September 30, 1994, File No. 1-7244.

    (5)  The description of the Company's Common Stock contained in the
         Company's Registration Statement on Form 8-A filed with the
         Commission on July 24, 1975, File No. 1-7244.

    (6)  All documents subsequently filed by the Company or the Plan pursuant to
         Sections 13(a), 13(c), 14 or 15(a) of the Exchange Act, prior to the
         termination of the offering made hereby, shall be deemed to be
         incorporated by reference in this Registration Statement and to be a
         part hereof from the respective date of filing each such document.

    Any statement contained in a document incorporated by, 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

    Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

    Not Applicable.

Item 6.   Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action,suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an officer
or director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise.  The indemnity may include expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his conduct was illegal.  A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable
to the corporation in the performance of his duty.  Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.

         The Restated Certificate of Incorporation of the Company, as amended,
as permitted by the General Corporation Law of the State of Delaware, provides
for the indemnification of directors and officers of the Company, and persons
who serve or served at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties in amounts paid or to be
paid in settlement) reasonably incurred with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative; provided,
however, the Company shall indemnify any such person seeking indemnification
in connection with a proceeding initiated by such person only if such
proceeding was authorized by the Board of Directors of the Company.  In the
event a claim for indemnification by any person has not been paid in full by
the Company after written request has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall also be entitled to be paid the expense of prosecuting such
claim.  The right to indemnification conferred in the Restated Certificate of
Incorporation is a contract right and shall include the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of
its final disposition.  The Company may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the Company
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Company would
have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

         The Company has purchased directors' and officers' liability
insurance covering certain liabilities incurred by its officers and directors
in connection with the performance of their duties.

Item 7.   Exemption from Registration Claimed.

    Not applicable.

Item 8.   Exhibits.

    3.(i)-a   Restated Certificate of Incorporation of the Company, as amended.

    3.(i)-b   Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 12, 1987.

    3.(i)-c   Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 4, 1989.

    3.(i)-d   Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 17, 1994.

    3.(ii)    By-Laws of the Company, as amended (incorporated by reference to
              Exhibit 3.(ii) to the Company's Form 10-K for the fiscal year
              ended December 31, 1992).

    4.1       The Company's Employee Stock Purchase Plan.

    5.1       Opinion of Benesch, Friedlander, Coplan & Aronoff, Counsel to the
              Company, regarding legality.

    23.1      Consent of Ernst & Young LLP, independent public accountants.

    23.2      Consent of Benesch, Friedlander, Coplan & Aronoff (contained in
              their opinion filed as Exhibit 5.1 to this Registration
              Statement).

    24.1      Power of Attorney (included in Part II of this Registration
              Statement).

Item 9.   Undertakings.

          (a) The undersigned registrant hereby undertakes:

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

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

               (ii)     To reflect in the prospectus any facts or events arising
              after the effective date of the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate,represent a fundamental change in the
              information set forth in the Registration Statement;

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the Registration Statement is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          Registration Statement.

              (2)       That, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

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

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

          (c) Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities being
     registered, the registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Act and will be governed by the
     final adjudication of such issue.
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 the City of Chicago, State of Illinois, on the 9th day of
December, 1994.

                                 BALLY ENTERTAINMENT CORPORATION
                                 (Registrant)

                                 By: /s/ Lee S. Hillman                 
                                     Lee S. Hillman
                                     Executive Vice President, Chief Financial
                                     Officer and Treasurer
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lee S. Hillman and Carol S. DePaul, or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign 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 Securities and Exchange Commission, 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, agent,
or their substitutes may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Company in the capacities and on the dates indicated.

Dated:   December 9, 1994         /s/ Arthur M. Goldberg    
                                  Arthur M. Goldberg
                                  Chairman of the Board,
                                  Chief Executive Officer and President
                                  (Principal Executive Officer)

Dated:   December 9, 1994         /s/ Lee S. Hillman        
                                  Lee S. Hillman
                                  Executive Vice President,
                                  Chief Financial Officer and Treasurer
                                  (Principal Financial Officer)

Dated:   December 9, 1994         /s/ John W. Dwyer         
                                  John W. Dwyer
                                  Vice President and Corporate Controller
                                  (Principal Accounting Officer)

Dated:   December 9, 1994         /s/ George N. Aronoff     
                                  George N. Aronoff
                                  Director

Dated:   December 9, 1994         /s/ Barrie K. Brunet      
                                  Barrie K. Brunet
                                  Director

Dated:   December 9, 1994         /s/ Edwin M. Halkyard     
                                  Edwin M. Halkyard
                                  Director

Dated:   December 9, 1994         /s/ J. Kenneth Looloian   
                                  J. Kenneth Looloian
                                  Director

Dated:   December 9, 1994         /s/ Rocco J. Marano       
                                  Rocco J. Marano
                                  Director

Dated:   December 9, 1994         /s/ Patrick L. O'Malley   
                                  Patrick L. O'Malley
                                  Director

Dated:   December 9, 1994         /s/ James M. Rochford     
                                  James M. Rochford
                                  Director
Exhibit Index
  

Exhibit No.                Exhibit Description
- -----------                -------------------
  
3.(i)-a       Restated Certificate of Incorporation of the Company, as
              amended.

3.(i)-b       Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 12, 1987.

3.(i)-c       Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 4, 1989.

3.(i)-d       Certificate of Amendment of Restated Certificate of Incorporation
              of the Company, dated May 17, 1994.

3.(ii)        By-Laws of the Company, as amended (incorporated by reference to
              Exhibit 3.(ii) to the Company's Form 10-K for the fiscal year
              ended December 31, 1992).

4.1           The Company's Employee Stock Purchase Plan.

5.1           Opinion of Benesch, Friedlander, Coplan & Aronoff, Counsel to the
              Company, regarding legality.

23.1          Consent of Ernst & Young LLP, independent public accountants.

23.2          Consent of Benesch, Friedlander, Coplan & Aronoff (contained in
              their opinion filed as Exhibit 5.1 to this Registration
              Statement).

24.1          Power of Attorney (included in Part II of this Registration
              Statement).