As filed with the Securities and Exchange Commission on April 28, 1997.
                                        Registration No. 33- __________


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

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

                  PAUL-SON GAMING CORPORATION
     (Exact name of registrant as specified in its charter)
             
             NEVADA                        88-0310433
 (State or other jurisdiction of        (I.R.S. Employer
 incorporation or organization)        Identification No.)
  
  2121 INDUSTRIAL ROAD, LAS VEGAS, NEVADA           89102
  (Address of Principal Executive Offices)        (Zip Code)
                                
   PAUL-SON GAMING CORPORATION 1994 LONG-TERM INCENTIVE PLAN
                    (Full title of the plan)
                                
                          ERIC P. ENDY
                  PAUL-SON GAMING CORPORATION
         2121 INDUSTRIAL ROAD, LAS VEGAS, NEVADA  89102
            (Name and address of agent for service)
                         
                         (702) 384-2425
 (Telephone number, including area code, of agent for service)
                                
                            COPY TO:
                     MICHAEL J. BONNER, ESQ.
                     SHERWOOD N. COOK, ESQ.
                KUMMER KAEMPFER BONNER & RENSHAW
                   3800 HOWARD HUGHES PARKWAY
                          SEVENTH FLOOR
                    LAS VEGAS, NEVADA  89109
                         (702) 792-7000
                                
                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                      AMOUNT TO BE   PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED   REGISTERED     OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
                                          <F1>         PER UNIT <F2>       PRICE <F2>           FEE

<S>                                      <C>              <C>             <C>                <C>
Common Stock, $0.01 par value            500,000          $9.375          $4,687,317         $1,421

<FN>
<F1>  Represents  the  maximum   number  of   shares  which  may be 
      distributed pursuant to this registration statement.
<F2>  Computed pursuant to Rule  457(h)  solely  for  purposes   of
      determining  the  registration fee,  based upon the price  at  
      which options  to purchase shares  outstanding as of the date 
      hereof  may be exercised (115,000  shares at $7.50 per share, 
      20,000 shares at $8.00  per  share, 134,000 shares  at $8.063  
      per share, 116,000 shares at $10.75 per share, 100,000 shares 
      at $11.50 per  share, and 11,000 shares at $12.125 per share) 
      and, with respect to  the balance of the shares, the  average 
      of the high and low sale  price of  the  Registrant's  common 
      stock  as  reported  on  the  Nasdaq National Market on April 
      21, 1997 ($13.875).
</FN>                                                         
</TABLE>
  
                               -1-
<PAGE>

                   INCORPORATION BY REFERENCE

      This  Registration  Statement on Form S-8  is  being  filed
pursuant to General Instruction E to Form S-8 to register 500,000
additional securities (the "Shares") of the same class  as  those
securities for which a registration statement filed on  Form  S-8
relating  to Paul-Son Gaming Corporation 1994 Long-Term Incentive
Plan (the "Plan") is effective.  The Shares are the result of  an
amendment (the "Amendment")  to  the  Plan  which increased   the
amount  of  Paul-Son  Gaming  Corporation  (the "Company") Common 
Stock  reserved  for  issuance under  the  Plan from a  total  of 
500,000 shares to a total of 1,000,000 shares.  The Amendment was 
adopted by the Company's board of directors on July 29,  1996 and
approved  by  the  Company's  stockholders on  October 17,  1996.  
Pursuant  to  General  Instruction  E  to  Form  S-8,  except  as 
otherwise   provided   herein,   the   contents  of  the  Company 
registration  statement on Form S-8 (Registration No.  33-84726),
filed  with the Securities and Exchange Commission on October  4,
1994  and relating to the Plan, are hereby incorporated  by  this
reference.

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8.     EXHIBITS.


EXHIBIT                             
NUMBER                        DESCRIPTION

 5.01   Opinion  of Kummer Kaempfer Bonner & Renshaw as  to  the
        legality of the Shares being registered.
 
 10.01  Paul-Son  Gaming  Corporation 1994  Long-Term  Incentive
        Plan.
 
 23.01  Consent of Deloitte & Touche LLP.
 
 23.02  Consent of McGladrey & Pullen, LLP.
 
 23.03  Consent  of  Kummer Kaempfer Bonner & Renshaw (contained
        in Exhibit 5.01).
 
 24.01  Power of Attorney, contained on page 3.

                               -2-
<PAGE>

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of  1933
(the  "Securities  Act"), the registrant certifies  that  it  has
reasonable  grounds to believe that it meets all 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 Las  Vegas,  State  of
Nevada, on April 28, 1997.
      
                              Paul-Son Gaming Corporation
                                   
                                   
                              By:  /s/ Paul S. Endy
                                   Paul S. Endy
                                   Chairman of the Board and
                                   Chief Executive Officer
                                   (Principal Executive Officer)
                                   
                                
                        POWER OF ATTORNEY

      The  undersigned directors and officers of Paul-Son  Gaming
Corporation hereby appoint Eric P. Endy or Laurence A. Speiser as
attorney-in-fact  for  the  undersigned,  with  full   power   of
substitution,  for  and  in the name,  place  and  stead  of  the
undersigned,  to sign and file with the Securities  and  Exchange
Commission  under  the  Securities Act  any  and  all  amendments
(including  post-effective  amendments)  and  exhibits  to   this
registration  statement  and any and all applications  and  other
documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered  hereby,
with  full power and authority to do and perform any and all acts
and  things  whatsoever  requisite and  necessary  or  desirable,
hereby  ratifying  and confirming all that said attorney-in-fact,
or  his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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


<TABLE>
<CAPTION>

         SIGNATURE                          TITLE                         DATE

    <S>                      <C>                                   <C>
                                                                   
    /s/ Paul S. Endy         Chairman of the Board of Directors    April 28, 1997
    Paul S. Endy             and Chief Executive Officer           
                             (Principal Executive Officer)         
                                                                   
    /s/ Eric P. Endy         President and Director                April 28, 1997
    Eric P. Endy                                               
                                                                   
                                                                   
    /s/ Kirk Scherer         Treasurer  and Chief Financial        April 28, 1997
    Kirk Scherer             Officer (Principal  Financial and 
                             Accounting Officer)                              
                                                                            
                                             -3-
<PAGE>                                         

         SIGNATURE                          TITLE                         DATE

                                                                   
    /s/ Laurence A. Speiser  Secretary and Director                April 28, 1997
    Laurence A. Speiser                                            
                                                                   
                                                                   
    /s/ Jerry G. West        Director                              April 28, 1997
   Jerry G. West                                               
                                                                   
                                                                   
    /s/ Richard W. Scott     Director                              April 28, 1997
    Richard W. Scott                                             
                                                                   
                                                                   
    /s/ Martin S. Winick     Director                              April 28, 1997
    Martin S. Winick                                             
                                                                   
                                
                               -4-
<PAGE>
                                
                          EXHIBIT INDEX
                                
EXHIBIT                                                  SEQUENTIAL
NUMBER                    DESCRIPTION                    PAGE NUMBER

                                
 5.01   Opinion  of Kummer Kaempfer Bonner  &  Renshaw       6
        re: legality of the Shares being registered.

10.01   Paul-Son  Gaming  Corporation  1994  Long-Term       8
        Incentive Plan.

23.01   Consent of Deloitte & Touche LLP.                   19

23.02   Consent of McGladrey & Pullen, LLP.                 21

23.03   Consent  of Kummer Kaempfer Bonner  &  Renshaw       
        (contained in Exhibit 5.01).

24.01   Power of Attorney, contained on page 3.              
                                
                               -5-


</TABLE>
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{"company-data": {"conformed-name": "PAUL SON GAMING CORP", "cik": "0000918580", "assigned-sic": "3944", "irs-number": "880310433", "state-of-incorporation": "NV", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25981", "film-number": "97588749"}, "business-address": {"street1": "2121 INDUSTRIAL ROAD", "city": "LAS VEGAS", "state": "NV", "zip": "89102", "phone": "7023842425"}, "mail-address": {"street1": "2121 INDUSTRIAL ROAD", "city": "LAS VEGAS", "state": "NV", "zip": "89102"}}
As filed with the Securities and Exchange Commission on April 28, 1997.
                                        Registration No. 33- __________

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

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

                  PAUL-SON GAMING CORPORATION
     (Exact name of registrant as specified in its charter)
             
             NEVADA                        88-0310433
 (State or other jurisdiction of        (I.R.S. Employer
 incorporation or organization)        Identification No.)
  
  2121 INDUSTRIAL ROAD, LAS VEGAS, NEVADA           89102
  (Address of Principal Executive Offices)        (Zip Code)
                                
   PAUL-SON GAMING CORPORATION 1994 LONG-TERM INCENTIVE PLAN
                    (Full title of the plan)
                                
                          ERIC P. ENDY
                  PAUL-SON GAMING CORPORATION
         2121 INDUSTRIAL ROAD, LAS VEGAS, NEVADA  89102
            (Name and address of agent for service)
                         
                         (702) 384-2425
 (Telephone number, including area code, of agent for service)
                                
                            COPY TO:
                     MICHAEL J. BONNER, ESQ.
                     SHERWOOD N. COOK, ESQ.
                KUMMER KAEMPFER BONNER & RENSHAW
                   3800 HOWARD HUGHES PARKWAY
                          SEVENTH FLOOR
                    LAS VEGAS, NEVADA  89109
                         (702) 792-7000
                                
                 CALCULATION OF REGISTRATION FEE
AMOUNT TO BE   PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED   REGISTERED     OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
PER UNIT
PRICE
FEE
Common Stock, $0.01 par value            500,000          $9.375          $4,687,317         $1,421
Represents  the  maximum   number  of   shares  which  may be 
      distributed pursuant to this registration statement.
Computed pursuant to Rule  457(h)  solely  for  purposes   of
      determining  the  registration fee,  based upon the price  at  
      which options  to purchase shares  outstanding as of the date 
      hereof  may be exercised (115,000  shares at $7.50 per share, 
      20,000 shares at $8.00  per  share, 134,000 shares  at $8.063  
      per share, 116,000 shares at $10.75 per share, 100,000 shares 
      at $11.50 per  share, and 11,000 shares at $12.125 per share) 
      and, with respect to  the balance of the shares, the  average 
      of the high and low sale  price of  the  Registrant's  common 
      stock  as  reported  on  the  Nasdaq National Market on April 
      21, 1997 ($13.875).
-1-
INCORPORATION BY REFERENCE

      This  Registration  Statement on Form S-8  is  being  filed
pursuant to General Instruction E to Form S-8 to register 500,000
additional securities (the "Shares") of the same class  as  those
securities for which a registration statement filed on  Form  S-8
relating  to Paul-Son Gaming Corporation 1994 Long-Term Incentive
Plan (the "Plan") is effective.  The Shares are the result of  an
amendment (the "Amendment")  to  the  Plan  which increased   the
amount  of  Paul-Son  Gaming  Corporation  (the "Company") Common 
Stock  reserved  for  issuance under  the  Plan from a  total  of 
500,000 shares to a total of 1,000,000 shares.  The Amendment was 
adopted by the Company's board of directors on July 29,  1996 and
approved  by  the  Company's  stockholders on  October 17,  1996.  
Pursuant  to  General  Instruction  E  to  Form  S-8,  except  as 
otherwise   provided   herein,   the   contents  of  the  Company 
registration  statement on Form S-8 (Registration No.  33-84726),
filed  with the Securities and Exchange Commission on October  4,
1994  and relating to the Plan, are hereby incorporated  by  this
reference.

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8.     EXHIBITS.

EXHIBIT                             
NUMBER                        DESCRIPTION

 5.01   Opinion  of Kummer Kaempfer Bonner & Renshaw as  to  the
        legality of the Shares being registered.
 
 10.01  Paul-Son  Gaming  Corporation 1994  Long-Term  Incentive
        Plan.
 
 23.01  Consent of Deloitte & Touche LLP.
 
 23.02  Consent of McGladrey & Pullen, LLP.
 
 23.03  Consent  of  Kummer Kaempfer Bonner & Renshaw (contained
        in Exhibit 5.01).
 
 24.01  Power of Attorney, contained on page 3.

                               -2-
SIGNATURES

      Pursuant to the requirements of the Securities Act of  1933
(the  "Securities  Act"), the registrant certifies  that  it  has
reasonable  grounds to believe that it meets all 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 Las  Vegas,  State  of
Nevada, on April 28, 1997.
      
                              Paul-Son Gaming Corporation
                                   
                                   
                              By:  /s/ Paul S. Endy
                                   Paul S. Endy
                                   Chairman of the Board and
                                   Chief Executive Officer
                                   (Principal Executive Officer)
                                   
                                
                        POWER OF ATTORNEY

      The  undersigned directors and officers of Paul-Son  Gaming
Corporation hereby appoint Eric P. Endy or Laurence A. Speiser as
attorney-in-fact  for  the  undersigned,  with  full   power   of
substitution,  for  and  in the name,  place  and  stead  of  the
undersigned,  to sign and file with the Securities  and  Exchange
Commission  under  the  Securities Act  any  and  all  amendments
(including  post-effective  amendments)  and  exhibits  to   this
registration  statement  and any and all applications  and  other
documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered  hereby,
with  full power and authority to do and perform any and all acts
and  things  whatsoever  requisite and  necessary  or  desirable,
hereby  ratifying  and confirming all that said attorney-in-fact,
or  his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant  to the requirements of the Securities  Act,  this
registration  statement has been signed by the following  persons
in the capacities and on the date indicated.
SIGNATURE                          TITLE                         DATE
/s/ Paul S. Endy         Chairman of the Board of Directors    April 28, 1997
    Paul S. Endy             and Chief Executive Officer           
                             (Principal Executive Officer)         
                                                                   
    /s/ Eric P. Endy         President and Director                April 28, 1997
    Eric P. Endy                                               
                                                                   
                                                                   
    /s/ Kirk Scherer         Treasurer  and Chief Financial        April 28, 1997
    Kirk Scherer             Officer (Principal  Financial and 
                             Accounting Officer)                              
                                                                            
                                             -3-
SIGNATURE                          TITLE                         DATE

                                                                   
    /s/ Laurence A. Speiser  Secretary and Director                April 28, 1997
    Laurence A. Speiser                                            
                                                                   
                                                                   
    /s/ Jerry G. West        Director                              April 28, 1997
   Jerry G. West                                               
                                                                   
                                                                   
    /s/ Richard W. Scott     Director                              April 28, 1997
    Richard W. Scott                                             
                                                                   
                                                                   
    /s/ Martin S. Winick     Director                              April 28, 1997
    Martin S. Winick                                             
                                                                   
                                
                               -4-
EXHIBIT INDEX
                                
EXHIBIT                                                  SEQUENTIAL
NUMBER                    DESCRIPTION                    PAGE NUMBER

                                
 5.01   Opinion  of Kummer Kaempfer Bonner  &  Renshaw       6
        re: legality of the Shares being registered.

10.01   Paul-Son  Gaming  Corporation  1994  Long-Term       8
        Incentive Plan.

23.01   Consent of Deloitte & Touche LLP.                   19

23.02   Consent of McGladrey & Pullen, LLP.                 21

23.03   Consent  of Kummer Kaempfer Bonner  &  Renshaw       
        (contained in Exhibit 5.01).

24.01   Power of Attorney, contained on page 3.              
                                
                               -5-