As filed with the Securities and Exchange Commission on August 11, 1997
                                                 Registration No. __________
                                                                               
                                                                      

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

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

                              Primadonna Resorts, Inc.
              (Exact name of registrant as specified in its charter)
                      ________________________________________

       Nevada                                               88-0297563
(State or other jurisdiction of                          (I.R.S. Employer     
incorporation or organization)                          Identification No.)   
              P.O. Box 95997, Las Vegas, Nevada 89193-5997
      (Address, including zip code, of principal executive offices)

   Primadonna Resorts, Inc. Amended and Restated 1993 Incentive Plan,
            (formerly known as the 1993 Stock Incentive Plan)
                        (Full title of the plan)
                                                   
                             Gary E. Primm
                        Primadonna Resorts, Inc.
                             P.O. Box 95997
                      Las Vegas, Nevada 89193-5997
                (Name and address of agent for service)
 Telephone number, including area code, of agent for service: (702) 382-1212

                                 Copy to:
                          Kendall R. Bishop, Esq.
                          O'Melveny & Myers, LLP
                     1999 Avenue of the Stars, 7th Floor
                     Los Angeles, California 90067-6035

                      CALCULATION OF REGISTRATION FEE





<TABLE>
<CAPTION>
                                       Proposed      Proposed
                                       Maximum       Maximum
Title of each Class   Amount           Offering      Aggregate     Amount of
of Securities to be   to be            Price         Offering     
Registration
Registered            Registered<1>    Per Share<2>  Price<2>      Fee

<S>                   <C>              <C>           <C>           <C>

Common Stock, par      1,500,000 shares $17.50        $26,250,000   $7954.55

<FN>
<1>   This Registration Statement covers, in addition to the number 
      of shares  of Common Stock stated above, options and other 
      rights to purchase or acquire the shares of Common Stock 
      covered by this Registration Statement and, pursuant to 
      Rule 416, an additional indeterminate number of shares 
      which by reason of certain events specified in the Plan may
      become subject to the Plan.

<2>   Pursuant to Rule 457(h), the maximum offering price, per 
      share and in the aggregate, and the registration fee were 
      calculated based upon the average of the high and low 
      prices of the Common Stock reported in the consolidated 
      reporting system as of August 6, 1997.

</FN>
</TABLE>

<PAGE>

                                 PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

              The documents containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given
to participating employees as specified by Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act").  Such documents need not be
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements 
pursuant to Rule 424.  These documents, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of
the Securities Act.

              This Registration Statement is filed pursuant to 
Instruction E of the General Instructions on Form S-8.

<PAGE>
                         PART II



Item 3.  Incorporation of Certain Documents by Reference

              The following document of Primadonna Resorts, 
Inc. (the "Company"), filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by 
reference:

              (a)     Registration Statement No. 33-70844 on Form 
S-8 as filed on October 26, 1993 relating to the Company's 
1993 Stock Incentive Plan.


Item 8.  Exhibits

              See the attached Exhibit Index.

<PAGE>

                         SIGNATURES

              Pursuant to the requirements of the Securities 
Act, 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 behalf of the undersigned, 
thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on this  27th  day of  May , 1997.

                         Primadonna Resorts, Inc.


                               /s/ Craig F. Sullivan
                      By: _________________________________________
                           Chief Financial Officer and Treasurer

              Each person whose signature appears below constitutes
and appoints Gary E. Primm and Craig F. Sullivan and 
each of them, his or her true and lawful attorneys-in-fact 
and agents, with full powers of substitution and resubstitution, 
for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective 
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 attorneys-in-fact and agents, 
each acting alone, 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 attorneys-in-fact 
and agents, each acting alone, or his or her 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 below 
by the following persons in the capacities and on the 
dates indicated.

<TABLE>
<CAPTION>


Signature                   Title                     Date

<S>                         <C>                       <C>

/s/ Gary E. Primm
___________________________   President, Chief Executive Officer
      Gary E. Primm           and Chairman of the Board of Directors 
                              (Principal Executive Officer)
/s/ Craig F. Sullivan
___________________________   Chief Financial Officer and Treasurer
      Craig F. Sullivan

/s/ Michael P. Shaunnessy
___________________________   Chief Accounting Officer
      Michael P. Shaunnessy

/s/ Robert E. Armstrong
___________________________   Director and Secretary
      Robert E. Armstrong

/s/ Madison B. Graves II
___________________________   Director
      Madison B. Graves II

/s/ Sigmund Rogich
___________________________   Director
      Sigmund Rogich                          

/s/ H. Martin Rosa
___________________________   Director
      H. Martin Rosa                          

/s/ Gary R. Sitzmann
___________________________   Director
      Gary R. Sitzmann

/s/ George C. Swarts
___________________________   Director
      George C. Swarts

</TABLE>

<PAGE>

                              EXHIBIT INDEX

Exhibit
Number      Description

4.1         Primadonna Resorts, Inc. Amended and Restated 1993 Incentive Plan.

4.2         Primadonna Resorts, Inc. 1993 Stock Incentive Plan previously
            filed as Exhibit 4.1 of the  Registration Statement on 
            Form S-8 filed by Company with the Commission on 
            October 26, 1993 and incorporated herein by reference.

4.3         Form of Combination Employee Incentive and Nonqualified Stock
            Option Agreement. 

4.4         Form of Consulting Director Nonqualified Stock Option Agreement.

4.5         Form of Combination Employee Incentive and Non-Incentive Stock
            Option Agreement, in use by Company for grants from 
            November 14, 1995 until May 27, 1997.

4.6         Form of Consultant Nonqualified Stock Option Agreement, in 
            use by Company for grants from November 14, 1995 
            until February 18, 1997.

4.7         Form of Employee Incentive Stock Option Agreement in use by
            Company until November 14, 1995, previously filed as 
            Exhibit 4.2 of the Registration Statement on Form S-8 
            filed by the Company with the Commission on 
            October 26, 1993 and incorporated herein by reference.

4.8         Form of Employee Nonqualified Stock Option Agreement 
            in use by Company until November 14, 1995, previously 
            filed as Exhibit 4.3 of the Registration Statement on 
            Form S-8 filed by the Company with the Commission 
            on October 26, 1993 and incorporated herein by reference.

4.9         Form of Consultant Nonqualified Stock Option Agreement 
            (Early Vesting Provisions) in use by Company until 
            November 14, 1995, previously filed as Exhibit 4.4 
            of the Registration Statement on Form S-8 filed 
            by the Company with the Commission on October 26, 
            1993 and incorporated herein by reference.

4.10        Form of Special Employee Nonqualified Stock 
            Option Agreement (Early Vesting Provisions) in
            use by Company until November 14, 1995, previously 
            filed as Exhibit 4.5 of the Registration
            Statement on Form S-8 filed by the Company with 
            the Commission on October 26, 1993 and
            incorporated herein by reference.

4.11        Form of Special Employee Incentive Stock Option 
            Agreement (Early Vesting Provisions) in use
            by Company until November 14, 1995, previously filed as 
            Exhibit 4.6 of the Registration Statement
            on Form S-8 filed by the Company with the Commission 
            on October 26, 1993 and incorporated herein by reference. 

5.          Opinion of Counsel to the Company 

23.1        Consent of Independent Accountants.

23.2        Consent of Counsel (included in Exhibit 5).

24.         Power of Attorney (included in this Registration 
            Statement under "Signatures").

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10856}]
{"company-data": {"conformed-name": "PRIMADONNA RESORTS INC", "cik": "0000901118", "assigned-sic": "7990", "irs-number": "880297563", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33333", "film-number": "97655457"}, "business-address": {"street1": "PO BOX 95997", "city": "LAS VEGAS", "state": "NV", "zip": "89193-5997", "phone": "7023821212"}, "mail-address": {"street1": "PO BOX 956997", "city": "LAS VEGAS", "state": "NV", "zip": "89193-5997"}}
As filed with the Securities and Exchange Commission on August 11, 1997
                                                 Registration No. __________
                                                                               
                                                                      

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

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

                              Primadonna Resorts, Inc.
              (Exact name of registrant as specified in its charter)
                      ________________________________________

       Nevada                                               88-0297563
(State or other jurisdiction of                          (I.R.S. Employer     
incorporation or organization)                          Identification No.)   
              P.O. Box 95997, Las Vegas, Nevada 89193-5997
      (Address, including zip code, of principal executive offices)

   Primadonna Resorts, Inc. Amended and Restated 1993 Incentive Plan,
            (formerly known as the 1993 Stock Incentive Plan)
                        (Full title of the plan)
                                                   
                             Gary E. Primm
                        Primadonna Resorts, Inc.
                             P.O. Box 95997
                      Las Vegas, Nevada 89193-5997
                (Name and address of agent for service)
 Telephone number, including area code, of agent for service: (702) 382-1212

                                 Copy to:
                          Kendall R. Bishop, Esq.
                          O'Melveny & Myers, LLP
                     1999 Avenue of the Stars, 7th Floor
                     Los Angeles, California 90067-6035

                      CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                       Maximum       Maximum
Title of each Class   Amount           Offering      Aggregate     Amount of
of Securities to be   to be            Price         Offering     
Registration
Registered            Registered<1>    Per Share<2>  Price<2>      Fee
Common Stock, par      1,500,000 shares $17.50        $26,250,000   $7954.55
<1>   This Registration Statement covers, in addition to the number 
      of shares  of Common Stock stated above, options and other 
      rights to purchase or acquire the shares of Common Stock 
      covered by this Registration Statement and, pursuant to 
      Rule 416, an additional indeterminate number of shares 
      which by reason of certain events specified in the Plan may
      become subject to the Plan.

<2>   Pursuant to Rule 457(h), the maximum offering price, per 
      share and in the aggregate, and the registration fee were 
      calculated based upon the average of the high and low 
      prices of the Common Stock reported in the consolidated 
      reporting system as of August 6, 1997.
PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

              The documents containing the information specified in Part I of
Form S-8 (plan information and registrant information) will be sent or given
to participating employees as specified by Rule 428(b)(1) of the
Securities Act of 1933 (the "Securities Act").  Such documents need not be
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements 
pursuant to Rule 424.  These documents, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of
the Securities Act.

              This Registration Statement is filed pursuant to 
Instruction E of the General Instructions on Form S-8.
PART II

Item 3.  Incorporation of Certain Documents by Reference

              The following document of Primadonna Resorts, 
Inc. (the "Company"), filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by 
reference:

              (a)     Registration Statement No. 33-70844 on Form 
S-8 as filed on October 26, 1993 relating to the Company's 
1993 Stock Incentive Plan.

Item 8.  Exhibits

              See the attached Exhibit Index.
SIGNATURES

              Pursuant to the requirements of the Securities 
Act, 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 behalf of the undersigned, 
thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on this  27th  day of  May , 1997.

                         Primadonna Resorts, Inc.

                               /s/ Craig F. Sullivan
                      By: _________________________________________
                           Chief Financial Officer and Treasurer

              Each person whose signature appears below constitutes
and appoints Gary E. Primm and Craig F. Sullivan and 
each of them, his or her true and lawful attorneys-in-fact 
and agents, with full powers of substitution and resubstitution, 
for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective 
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 attorneys-in-fact and agents, 
each acting alone, 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 attorneys-in-fact 
and agents, each acting alone, or his or her 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 below 
by the following persons in the capacities and on the 
dates indicated.
Signature                   Title                     Date
/s/ Gary E. Primm
___________________________   President, Chief Executive Officer
      Gary E. Primm           and Chairman of the Board of Directors 
                              (Principal Executive Officer)
/s/ Craig F. Sullivan
___________________________   Chief Financial Officer and Treasurer
      Craig F. Sullivan

/s/ Michael P. Shaunnessy
___________________________   Chief Accounting Officer
      Michael P. Shaunnessy

/s/ Robert E. Armstrong
___________________________   Director and Secretary
      Robert E. Armstrong

/s/ Madison B. Graves II
___________________________   Director
      Madison B. Graves II

/s/ Sigmund Rogich
___________________________   Director
      Sigmund Rogich                          

/s/ H. Martin Rosa
___________________________   Director
      H. Martin Rosa                          

/s/ Gary R. Sitzmann
___________________________   Director
      Gary R. Sitzmann

/s/ George C. Swarts
___________________________   Director
      George C. Swarts
EXHIBIT INDEX

Exhibit
Number      Description

4.1         Primadonna Resorts, Inc. Amended and Restated 1993 Incentive Plan.

4.2         Primadonna Resorts, Inc. 1993 Stock Incentive Plan previously
            filed as Exhibit 4.1 of the  Registration Statement on 
            Form S-8 filed by Company with the Commission on 
            October 26, 1993 and incorporated herein by reference.

4.3         Form of Combination Employee Incentive and Nonqualified Stock
            Option Agreement. 

4.4         Form of Consulting Director Nonqualified Stock Option Agreement.

4.5         Form of Combination Employee Incentive and Non-Incentive Stock
            Option Agreement, in use by Company for grants from 
            November 14, 1995 until May 27, 1997.

4.6         Form of Consultant Nonqualified Stock Option Agreement, in 
            use by Company for grants from November 14, 1995 
            until February 18, 1997.

4.7         Form of Employee Incentive Stock Option Agreement in use by
            Company until November 14, 1995, previously filed as 
            Exhibit 4.2 of the Registration Statement on Form S-8 
            filed by the Company with the Commission on 
            October 26, 1993 and incorporated herein by reference.

4.8         Form of Employee Nonqualified Stock Option Agreement 
            in use by Company until November 14, 1995, previously 
            filed as Exhibit 4.3 of the Registration Statement on 
            Form S-8 filed by the Company with the Commission 
            on October 26, 1993 and incorporated herein by reference.

4.9         Form of Consultant Nonqualified Stock Option Agreement 
            (Early Vesting Provisions) in use by Company until 
            November 14, 1995, previously filed as Exhibit 4.4 
            of the Registration Statement on Form S-8 filed 
            by the Company with the Commission on October 26, 
            1993 and incorporated herein by reference.

4.10        Form of Special Employee Nonqualified Stock 
            Option Agreement (Early Vesting Provisions) in
            use by Company until November 14, 1995, previously 
            filed as Exhibit 4.5 of the Registration
            Statement on Form S-8 filed by the Company with 
            the Commission on October 26, 1993 and
            incorporated herein by reference.

4.11        Form of Special Employee Incentive Stock Option 
            Agreement (Early Vesting Provisions) in use
            by Company until November 14, 1995, previously filed as 
            Exhibit 4.6 of the Registration Statement
            on Form S-8 filed by the Company with the Commission 
            on October 26, 1993 and incorporated herein by reference. 

5.          Opinion of Counsel to the Company 

23.1        Consent of Independent Accountants.

23.2        Consent of Counsel (included in Exhibit 5).

24.         Power of Attorney (included in this Registration 
            Statement under "Signatures").