<PAGE>

      As filed with the Securities and Exchange Commission on June 6, 2001
                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 _______________

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 _______________

                          PINNACLE ENTERTAINMENT, INC.
               (Exact name of issuer as specified in its charter)

                   Delaware                             95-3667491
         (State or other jurisdiction                (I.R.S. employer
       of incorporation or organization)          identification number)

                     330 North Brand Boulevard, Suite. 1100
                             Glendale, CA 91203-2308
                                 (818) 662-5900

               Pinnacle Entertainment, Inc. 2001 Stock Option Plan
                            (Full title of the Plan)

             LOREN S. OSTROW                             Copy to:
      Pinnacle Entertainment, Inc.                 ALVIN G. SEGEL, ESQ.
 330 North Brand Boulevard, Suite. 1100            ASHOK W. MUKHEY, ESQ.
         Glendale, CA 91203-2308                    Irell & Manella LLP
             (818) 662-5900                 1800 Avenue of the Stars, Suite 900
                                                     Los Angeles, CA 90067
   (Name, address including zip code, and                (310) 277-1010
         telephone number, including
area code, of Registrant's agent for service)

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                       Proposed           Proposed
                                      Amount to be      Maximum            Maximum
                Title of               Registered    Offering Price       Aggregate         Amount of
      Securities to be Registered        Shares        Per Share        Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>               <C>              <C>
Common Stock, $.10 par value            900,000        $ 9.355 (1)      $8,419,500 (1)          $2,104.88
=========================================================================================================
</TABLE>

_____________

(1) Estimated solely for the purpose of computing the registration fee as the
average of the high and low prices of the Common Stock reported on the New York
Stock Exchange on May 31, 2001 pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information

     Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

Item 2.        Registrant Information and Employee Plan Annual Information.

     Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

     The following documents heretofore filed by Pinnacle Entertainment, Inc., a
Delaware corporation (the "Registrant"), under the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:

     (1)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000;

     (2)  the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2001;

     (3)  the Registrant's Current Report on Form 8-K, filed January 16, 2001;

     (4)  the Registrant's Current Report on Form 8-K, filed January 24, 2001;
          and

     (5)  the description of the Registrant's Common Stock set forth in the
          Registrant's Registration Statement on Form 8-A, filed November 21,
          1997, and including any other amendments or reports filed for the
          purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment 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 part
hereof from the date of filing of such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference 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
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior 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.

     None.

                                      -1-
<PAGE>

Item 6.        Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, includes a provision that limits a director's
personal liability to the Registrant or its stockholders for monetary damages
for breaches of his or her fiduciary duty as a director. Article XIII of the
Registrant's Certificate of Incorporation, as amended, provides that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by the DGCL.

     As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide
that, to the fullest extent permitted by the DGCL, directors, officers and
certain other persons who are made, or are threatened to be made, parties to, or
are involved in, any action, suit or proceeding will be indemnified by the
Registrant with respect thereto.

     The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Registrant.

Item 7.        Exemption from Registration Claimed.

     Not Applicable.

                                      -2-
<PAGE>

Item 8.        Exhibits.

Exhibit
Number                   Description
------                   -----------

4.1                 Certificate of Incorporation of Pinnacle Entertainment, Inc.
                    (including, without limitation, the transfer restrictions
                    and compliance with gaming law provisions of Article VIII
                    thereof) (1)
4.2                 Restated By-laws of Pinnacle Entertainment, Inc. (2)
4.3                 Pinnacle Entertainment, Inc. 2001 Stock Option Plan
4.4                 Form of Stock Option Agreement
5.1                 Legal Opinion of Irell & Manella LLP
23.1                Consent of Irell & Manella LLP (included in legal opinion
                    filed as Exhibit 5.1)
23.2                Consent of Arthur Andersen LLP
24                  Power of Attorney (included on signature pages filed
                    herewith)

______________

(1)       Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).

(2)       Incorporated by reference to Exhibit 3.2 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).

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. Notwithstanding the
                                foregoing, any increase or decrease in 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 end of the estimated maximum offering
                                range may be reflected in the form of prospectus
                                filed with the Commission pursuant to Rule
                                424(b) if, in the aggregate, the changes in
                                volume and price represent no more than 20
                                percent change in the maximum aggregate offering
                                price set forth in the "Calculation of
                                Registration Fee" table in the effective
                                registration statement;

                         (iii)  to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the registration statement or

                                      -3-
<PAGE>

                                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 information required to
                         be included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed with
                         or furnished to the Commission by the Registrant
                         pursuant to Section 13 or Section 15(d) of the Exchange
                         Act that are incorporated by reference in this
                         Registration Statement.

                    (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 Section 15(d) of the Securities
                    Exchange Act of 1934 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.

         (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 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.

                                      -4-
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
hereby 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 Glendale, state of California, on this 6th day of
June, 2001.


                                         PINNACLE ENTERTAINMENT, INC.

                                         By: /s/ Loren S. Ostrow
                                            ------------------------------------
                                                Loren S. Ostrow
                                                Senior Vice President, Secretary
                                                and General Counsel


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul R. Alanis and Loren S. Ostrow, and each of
them, his attorneys-in-fact and agents, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or 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, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, 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 R. Alanis                          Chief Executive Officer, President,                 June 6, 2001
------------------------------
Paul R. Alanis                              Chief Operating Officer and Director
                                            (Principal Executive Officer)


/s/ Bruce C. Hinckley                       Vice President, Treasurer and                       June 6, 2001
------------------------------
Bruce C. Hinckley                           Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)


/s/ R.D. Hubbard                            Chairman of the Board and Director                  June 6, 2001
------------------------------
R.D. Hubbard


/s/ Robert T. Manfuso                       Director                                            June 6, 2001
------------------------------
Robert T. Manfuso
</TABLE>

                                      -5-
<PAGE>

<TABLE>
<S>                                         <C>                                                 <C>
/s/ James L. Martineau                      Director                                            June 6, 2001
--------------------------
James L. Martineau


/s/ Gary G. Millar                          Director                                            June 6, 2001
--------------------------
Gary G. Miller


/s/ Michael Ornest                          Director                                            June 6, 2001
--------------------------
Michael Ornest

/s/ Timothy J. Parrott
__________________________                  Director                                            June 6, 2001
Timothy J. Parrott


/s/ Lynn P. Reitnouer                       Director                                            June 1, 2001
--------------------------
Lynn P. Reitnouer


/s/ Marlin Torguson                         Director                                            June 6, 2001
--------------------------
Marlin Torguson
</TABLE>

                                      -6-
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number                        Description
------                        -----------

4.1                      Certificate of Incorporation of Pinnacle Entertainment,
                         Inc. (including, without limitation, the transfer
                         restrictions and compliance with gaming law provisions
                         of Article VIII thereof) (1)
4.2                      Restated By-laws of Pinnacle Entertainment, Inc. (2)
4.3                      Pinnacle Entertainment, Inc. 2001 Stock Option Plan
4.4                      Form of Stock Option Agreement
5.1                      Legal Opinion of Irell & Manella LLP
23.1                     Consent of Irell & Manella LLP (included in legal
                         opinion filed as Exhibit 5.1)
23.2                     Consent of Arthur Andersen LLP
24                       Power of Attorney (included on signature pages filed
                         herewith)

_____________

(1)       Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).

(2)       Incorporated by reference to Exhibit 3.2 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).
                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 22262}]
{"company-data": {"conformed-name": "PINNACLE ENTERTAINMENT INC", "cik": "0000356213", "assigned-sic": "7990", "irs-number": "953667491", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62378", "film-number": "1655094"}, "business-address": {"street1": "330 NORTH BRAND BOULEVARD", "street2": "SUITE 1110", "city": "GLENDALE", "state": "CA", "zip": "91203-2308", "phone": "8186625900"}, "mail-address": {"street1": "330 NORTH BRAND BOULEVARD", "street2": "SUITE 1110", "city": "GLENDALE", "state": "CA", "zip": "91203-2308"}, "former-company": {"former-conformed-name": "HOLLYWOOD PARK INC/NEW/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 6, 2001
                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 _______________

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 _______________

                          PINNACLE ENTERTAINMENT, INC.
               (Exact name of issuer as specified in its charter)

                   Delaware                             95-3667491
         (State or other jurisdiction                (I.R.S. employer
       of incorporation or organization)          identification number)

                     330 North Brand Boulevard, Suite. 1100
                             Glendale, CA 91203-2308
                                 (818) 662-5900

               Pinnacle Entertainment, Inc. 2001 Stock Option Plan
                            (Full title of the Plan)

             LOREN S. OSTROW                             Copy to:
      Pinnacle Entertainment, Inc.                 ALVIN G. SEGEL, ESQ.
 330 North Brand Boulevard, Suite. 1100            ASHOK W. MUKHEY, ESQ.
         Glendale, CA 91203-2308                    Irell & Manella LLP
             (818) 662-5900                 1800 Avenue of the Stars, Suite 900
                                                     Los Angeles, CA 90067
   (Name, address including zip code, and                (310) 277-1010
         telephone number, including
area code, of Registrant's agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                       Proposed           Proposed
                                      Amount to be      Maximum            Maximum
                Title of               Registered    Offering Price       Aggregate         Amount of
      Securities to be Registered        Shares        Per Share        Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value            900,000        $ 9.355 (1)      $8,419,500 (1)          $2,104.88
=========================================================================================================
_____________

(1) Estimated solely for the purpose of computing the registration fee as the
average of the high and low prices of the Common Stock reported on the New York
Stock Exchange on May 31, 2001 pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act of 1933, as amended (the "Securities Act").
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information

     Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

Item 2.        Registrant Information and Employee Plan Annual Information.

     Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

     The following documents heretofore filed by Pinnacle Entertainment, Inc., a
Delaware corporation (the "Registrant"), under the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:

     (1)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000;

     (2)  the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2001;

     (3)  the Registrant's Current Report on Form 8-K, filed January 16, 2001;

     (4)  the Registrant's Current Report on Form 8-K, filed January 24, 2001;
          and

     (5)  the description of the Registrant's Common Stock set forth in the
          Registrant's Registration Statement on Form 8-A, filed November 21,
          1997, and including any other amendments or reports filed for the
          purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment 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 part
hereof from the date of filing of such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference 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
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior 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.

     None.

                                      -1-
Item 6.        Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, includes a provision that limits a director's
personal liability to the Registrant or its stockholders for monetary damages
for breaches of his or her fiduciary duty as a director. Article XIII of the
Registrant's Certificate of Incorporation, as amended, provides that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by the DGCL.

     As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide
that, to the fullest extent permitted by the DGCL, directors, officers and
certain other persons who are made, or are threatened to be made, parties to, or
are involved in, any action, suit or proceeding will be indemnified by the
Registrant with respect thereto.

     The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Registrant.

Item 7.        Exemption from Registration Claimed.

     Not Applicable.

                                      -2-
Item 8.        Exhibits.

Exhibit
Number                   Description
------                   -----------

4.1                 Certificate of Incorporation of Pinnacle Entertainment, Inc.
                    (including, without limitation, the transfer restrictions
                    and compliance with gaming law provisions of Article VIII
                    thereof) (1)
4.2                 Restated By-laws of Pinnacle Entertainment, Inc. (2)
4.3                 Pinnacle Entertainment, Inc. 2001 Stock Option Plan
4.4                 Form of Stock Option Agreement
5.1                 Legal Opinion of Irell & Manella LLP
23.1                Consent of Irell & Manella LLP (included in legal opinion
                    filed as Exhibit 5.1)
23.2                Consent of Arthur Andersen LLP
24                  Power of Attorney (included on signature pages filed
                    herewith)

______________

(1)       Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).

(2)       Incorporated by reference to Exhibit 3.2 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).

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. Notwithstanding the
                                foregoing, any increase or decrease in 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 end of the estimated maximum offering
                                range may be reflected in the form of prospectus
                                filed with the Commission pursuant to Rule
                                424(b) if, in the aggregate, the changes in
                                volume and price represent no more than 20
                                percent change in the maximum aggregate offering
                                price set forth in the "Calculation of
                                Registration Fee" table in the effective
                                registration statement;

                         (iii)  to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the registration statement or

                                      -3-
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 information required to
                         be included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed with
                         or furnished to the Commission by the Registrant
                         pursuant to Section 13 or Section 15(d) of the Exchange
                         Act that are incorporated by reference in this
                         Registration Statement.

                    (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 Section 15(d) of the Securities
                    Exchange Act of 1934 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.

         (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 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.

                                      -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
hereby 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 Glendale, state of California, on this 6th day of
June, 2001.

                                         PINNACLE ENTERTAINMENT, INC.

                                         By: /s/ Loren S. Ostrow
                                            ------------------------------------
                                                Loren S. Ostrow
                                                Senior Vice President, Secretary
                                                and General Counsel

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul R. Alanis and Loren S. Ostrow, and each of
them, his attorneys-in-fact and agents, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or 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, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, 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 R. Alanis                          Chief Executive Officer, President,                 June 6, 2001
------------------------------
Paul R. Alanis                              Chief Operating Officer and Director
                                            (Principal Executive Officer)

/s/ Bruce C. Hinckley                       Vice President, Treasurer and                       June 6, 2001
------------------------------
Bruce C. Hinckley                           Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)

/s/ R.D. Hubbard                            Chairman of the Board and Director                  June 6, 2001
------------------------------
R.D. Hubbard

/s/ Robert T. Manfuso                       Director                                            June 6, 2001
------------------------------
Robert T. Manfuso
-5-
/s/ James L. Martineau                      Director                                            June 6, 2001
--------------------------
James L. Martineau

/s/ Gary G. Millar                          Director                                            June 6, 2001
--------------------------
Gary G. Miller

/s/ Michael Ornest                          Director                                            June 6, 2001
--------------------------
Michael Ornest

/s/ Timothy J. Parrott
__________________________                  Director                                            June 6, 2001
Timothy J. Parrott

/s/ Lynn P. Reitnouer                       Director                                            June 1, 2001
--------------------------
Lynn P. Reitnouer

/s/ Marlin Torguson                         Director                                            June 6, 2001
--------------------------
Marlin Torguson
-6-
EXHIBIT INDEX
                                 -------------

Exhibit
Number                        Description
------                        -----------

4.1                      Certificate of Incorporation of Pinnacle Entertainment,
                         Inc. (including, without limitation, the transfer
                         restrictions and compliance with gaming law provisions
                         of Article VIII thereof) (1)
4.2                      Restated By-laws of Pinnacle Entertainment, Inc. (2)
4.3                      Pinnacle Entertainment, Inc. 2001 Stock Option Plan
4.4                      Form of Stock Option Agreement
5.1                      Legal Opinion of Irell & Manella LLP
23.1                     Consent of Irell & Manella LLP (included in legal
                         opinion filed as Exhibit 5.1)
23.2                     Consent of Arthur Andersen LLP
24                       Power of Attorney (included on signature pages filed
                         herewith)

_____________

(1)       Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).

(2)       Incorporated by reference to Exhibit 3.2 of the Registrant's Amendment
          No. 1 to Registration Statement on Form S-4, filed March 26, 1999
          (File No. 333-73235).
                                      -7-