<PAGE>

        As filed with the Securities and Exchange Commission on May 10, 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
                                (818) 662-5900


  Second Amendment and Restatement of the Pinnacle Entertainment, Inc. 401(k)
                                Investment Plan
                           (Full title of the Plan)

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
                                                         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              500,000         $9.275         $4,637,500.00        $1,159.38
--------------------------------------------------------------------------------------------------------------
Interests in the Plan                  Indeterminate       N/A             N/A                    0
==============================================================================================================
</TABLE>

_____________

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

(2)  500,000 shares of Common Stock are offered pursuant to the Registrant's
     401(k) Investment Plan.

* 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 9, 2001 pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act.
<PAGE>

                               EXPLANATORY NOTE

     This registration statement relates to 500,000 shares of the Registrant's
Common Stock offered pursuant to the Registrant's Amended and Restated 401(k)
Investment Plan (the "Plan"). The Plan and amendments to the Plan have been
filed as Exhibit 4.1 to this Form S-8.

                                      -2-
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information

     The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents need
not be filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. In accordance
with Rule 428 under the Securities Act, these documents and the documents
incorporated by reference in the Registration Statement pursuant to Item 3 of
Part II of this Form taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

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 latest Annual Report on Form 10-K for the fiscal year
          ended December 31, 2000, filed April 2, 2001;

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

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

     (4)  the description of the Registrant's Common Stock set forth in the
          Registrant's Registration Statement on Form 8-A, filed November 21,
          1997.

     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.

Item 4.   Description of Securities.

     Not Applicable.

                                      -3-
<PAGE>

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

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.

                                      -4-
<PAGE>

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

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

4.1            Second Amendment and Restatement of the Pinnacle Entertainment,
               Inc. 401(k) Investment Plan, as amended.
4.2            Internal Revenue Service Determination Letter as to the
               qualification of the Plan under Section 401 of the Internal
               Revenue Code
23.1           Consent of Arthur Andersen LLP
24             Power of Attorney (included on signature pages filed herewith)

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 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.

                                      -5-
<PAGE>

          (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.

                                      -6-
<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 16th day of
April 2001.

                                    PINNACLE ENTERTAINMENT, INC.

                                    By:  /s/ Loren S. Ostrow
                                         ---------------------------------
                                         Loren S. Ostrow
                                         Senior Vice President 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,           April 13, 2001
_____________________      Chief Operating Officer and Director
Paul R. Alanis             (Principal Executive Officer)

/s/ Bruce C. Hinckley      Vice President, Treasurer                     April 13, 2001
_____________________      and Chief Financial Officer
Bruce C. Hinckley          (Principal Financial and
                           Accounting Officer)
</TABLE>

                                      -7-
<PAGE>

<TABLE>

<S>                              <C>                     <C>

/s/ R.D. Hubbard                 Chairman of the
__________________________       Board of Directors      April 25, 2001
R.D. Hubbard

/s/ Robert T. Manfuso            Director                April 25, 2001
__________________________
Robert T. Manfuso

/s/ James L. Martineau           Director                April 25, 2001
__________________________
James L. Martineau

/s/ Gary G. Miller               Director                April 16, 2001
__________________________
Gary G. Miller

/s/ Michael Ornest               Director                April 25, 2001
__________________________
Michael Ornest

/s/ Timothy J. Parrott           Director                April 25, 2001
__________________________
Timothy J. Parrott

/s/ Lynn P. Reitnouer            Director                April 25, 2001
__________________________
Lynn P. Reitnouer

/s/ Marlin Torguson              Director                April 18, 2001
__________________________
Marlin Torguson

</TABLE>

The Plan.  Pursuant to the requirements of the Securities Act, the administrator
of the Plan 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 16th day of April, 2001.

                           Pinnacle Entertainment, Inc. 401(k) Investment Plan

                           By: /s/ Bruce C. Hinckley
                               _____________________________________
                           Bruce C. Hinckley, Member, Administration
                           Committee

                                      -8-
<PAGE>

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

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

4.1            Second Amendment and Restatement of the Pinnacle Entertainment,
               Inc. 401(k) Investment Plan, as amended
4.2            Internal Revenue Service Determination Letter as to the
               qualification of the Plan under Section 401 of the Internal
               Revenue Code
23.1           Consent of Arthur Andersen LLP
24             Power of Attorney (included on signature pages filed herewith)

                                      -9-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 20423}]
{"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": "333-60616", "film-number": "1628258"}, "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 May 10, 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
                                (818) 662-5900

  Second Amendment and Restatement of the Pinnacle Entertainment, Inc. 401(k)
                                Investment Plan
                           (Full title of the Plan)
LOREN S. OSTROW, ESQ.                                                           Copy to:
     330 North Brand Boulevard, Suite 1100                                            ALVIN G. SEGEL, ESQ.
             Glendale, CA 91203                                                        ASHOK MUKHEY, ESQ.
               (818) 662-5900                                                          Irell & Manella LLP
                                                                              1800 Avenue of the Stars, Suite 900
 (Name, address including zip code, and telephone number, including                   Los Angeles, CA 90067
           area code, of registrants' agent for service)                                  (310) 277-1010
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              500,000         $9.275         $4,637,500.00        $1,159.38
--------------------------------------------------------------------------------------------------------------
Interests in the Plan                  Indeterminate       N/A             N/A                    0
==============================================================================================================
_____________

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

(2)  500,000 shares of Common Stock are offered pursuant to the Registrant's
     401(k) Investment Plan.

* 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 9, 2001 pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act.
EXPLANATORY NOTE

     This registration statement relates to 500,000 shares of the Registrant's
Common Stock offered pursuant to the Registrant's Amended and Restated 401(k)
Investment Plan (the "Plan"). The Plan and amendments to the Plan have been
filed as Exhibit 4.1 to this Form S-8.

                                      -2-
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information

     The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents need
not be filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. In accordance
with Rule 428 under the Securities Act, these documents and the documents
incorporated by reference in the Registration Statement pursuant to Item 3 of
Part II of this Form taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

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 latest Annual Report on Form 10-K for the fiscal year
          ended December 31, 2000, filed April 2, 2001;

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

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

     (4)  the description of the Registrant's Common Stock set forth in the
          Registrant's Registration Statement on Form 8-A, filed November 21,
          1997.

     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.

Item 4.   Description of Securities.

     Not Applicable.

                                      -3-
Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

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.

                                      -4-
Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

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

4.1            Second Amendment and Restatement of the Pinnacle Entertainment,
               Inc. 401(k) Investment Plan, as amended.
4.2            Internal Revenue Service Determination Letter as to the
               qualification of the Plan under Section 401 of the Internal
               Revenue Code
23.1           Consent of Arthur Andersen LLP
24             Power of Attorney (included on signature pages filed herewith)

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 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.

                                      -5-
(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.

                                      -6-
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 16th day of
April 2001.

                                    PINNACLE ENTERTAINMENT, INC.

                                    By:  /s/ Loren S. Ostrow
                                         ---------------------------------
                                         Loren S. Ostrow
                                         Senior Vice President 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,           April 13, 2001
_____________________      Chief Operating Officer and Director
Paul R. Alanis             (Principal Executive Officer)

/s/ Bruce C. Hinckley      Vice President, Treasurer                     April 13, 2001
_____________________      and Chief Financial Officer
Bruce C. Hinckley          (Principal Financial and
                           Accounting Officer)
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/s/ R.D. Hubbard                 Chairman of the
__________________________       Board of Directors      April 25, 2001
R.D. Hubbard

/s/ Robert T. Manfuso            Director                April 25, 2001
__________________________
Robert T. Manfuso

/s/ James L. Martineau           Director                April 25, 2001
__________________________
James L. Martineau

/s/ Gary G. Miller               Director                April 16, 2001
__________________________
Gary G. Miller

/s/ Michael Ornest               Director                April 25, 2001
__________________________
Michael Ornest

/s/ Timothy J. Parrott           Director                April 25, 2001
__________________________
Timothy J. Parrott

/s/ Lynn P. Reitnouer            Director                April 25, 2001
__________________________
Lynn P. Reitnouer

/s/ Marlin Torguson              Director                April 18, 2001
__________________________
Marlin Torguson
The Plan.  Pursuant to the requirements of the Securities Act, the administrator
of the Plan 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 16th day of April, 2001.

                           Pinnacle Entertainment, Inc. 401(k) Investment Plan

                           By: /s/ Bruce C. Hinckley
                               _____________________________________
                           Bruce C. Hinckley, Member, Administration
                           Committee

                                      -8-
EXHIBIT INDEX
                                 -------------

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

4.1            Second Amendment and Restatement of the Pinnacle Entertainment,
               Inc. 401(k) Investment Plan, as amended
4.2            Internal Revenue Service Determination Letter as to the
               qualification of the Plan under Section 401 of the Internal
               Revenue Code
23.1           Consent of Arthur Andersen LLP
24             Power of Attorney (included on signature pages filed herewith)

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