As filed with the Securities and Exchange Commission on April 26, 1995
                                                Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         The Securities Act of 1933

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


             Delaware                              59-0763055
   (State or other jurisdiction of         (IRS Employer Identification
   incorporation or organization)                    Number)

               1133 Boardwalk, Atlantic City, New Jersey 08401
         (Address of Principal Executive Offices including Zip Code)

            Resorts International, Inc. 1994 Stock Option Plan and
        Resorts International, Inc. Senior Management Stock Option Plan
                            (Full title of plans)

                              Matthew B. Kearney
                       Executive Vice President - Finance
                           Resorts International, Inc.
                                1133 Boardwalk
                            Atlantic City, NJ 08401
                                (609) 344-6000
        (Name, address and telephone number of agent for service)

                                  Copies to:
                             Arthur H. Bill, Esq.
                       Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036

                       CALCULATION OF REGISTRATION FEE


 Title of      Amount                         Proposed Maximum
 Securities      to be     Proposed Maximum      Aggregate       Amount of
   to be      registered    Offering Price     Offering Price   Registration
Registered        (1)        Per Share (2)           (2)            Fee
- --------------------------------------------------------------------------
Common Stock,  3,753,806       $2.96875         $11,114,111      $3,842.80
$.01 par value  shares

(1) Plus an indeterminate  number of shares of Common Stock that may be issuable
by reason of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.

(2) The  amounts  are based upon the average of the high and low sale prices for
the Common  Stock as reported on the American  Stock  Exchange on April 19, 1995
and are used solely for the purpose of calculating the registration fee pursuant
to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.





<PAGE>




                                  PART I

                    INFORMATION REQUIRED IN PROSPECTUS

         The  information  called  for in Part I of Form S-8 is not being  filed
with or included in this Form S-8 (by  incorporation  by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange 
Commission (the "SEC").


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed by Resorts International, 
Inc. (the "Company") (SEC File No. 1-4748) with the Securities and Exchange 
Commission pursuant to the Securities Exchange Act of 1934 
(the "Exchange Act") are incorporated in this Registration Statement by 
reference and deemed to be a part hereof:

         1.  The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.

         2. The  description of the Company's  Common Stock,  par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form S-1 in File No.  33-53371,  as filed on April 29, 1994 under the Securities
Act of 1933 (the "Securities Act").

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated in this Registration  Statement by reference and to be a part 
hereof from the date  of  filing  of such  documents;  provided,  however,  
that  the  documents enumerated  above or  subsequently  filed by the  
Company  pursuant  to Sections 13(a),  13(c),  14 and 15(d) of the  Exchange  
Act in each year during which the offering  made by this  Registration  
Statement is in effect prior to the filing with the SEC of the  Company's  
Annual  Report on Form 10-K  covering  such year shall not be deemed 
incorporated by reference in this Registration Statement and shall not be a 
part hereof  from and after the filing of such  Annual  Report on Form 10-K.

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

                                                         2

<PAGE>




         The Company hereby  undertakes to provide without charge to each person
who has received a copy of the prospectus to which this  Registration  Statement
relates,  upon the written or oral request of any such person,  a copy of any or
all the documents that have been or may be  incorporated  by reference into this
Registration  Statement,  other than  exhibits to such  documents  (unless  such
exhibits are incorporated therein by reference).

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides a Delaware corporation with broad powers to indemnify
its  officers  and  directors in certain  circumstances.  Additionally,  Section
102(a)(7) of the DGCL permits  Delaware  corporations  to include a provision in
their  certificates  of  incorporation  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  shareholders  for monetary
damages  for  breach  of  fiduciary  duty  as a  director,  provided  that  such
provisions  shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii)  for  acts or  omissions  not in good  faith  or that  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful  payment  of
dividends or other  unlawful  distributions  or (iv) for any  transactions  from
which the director derived an improper personal benefit.

         As permitted  under the DGCL,  Article V of the  Company's  Amended and
Restated Certificate of Incorporation provides that:

                  A.       Elimination of Certain Liability of Directors.  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 Delaware General Corporation 
          Law, or (iv) for any transaction from which the director 
          derived an improper personal benefit. If the Delaware General 
          Corporation Law is amended after the Effective Date (as defined in 
          Article IX hereof) to authorize corporate action further 
          eliminating or limiting the personal liability of directors, then 
          the liability of a director of the Corporation shall be eliminated 
          or limited to the fullest extent permitted by the Delaware General 
          Corporation Law, as so amended.  Any repeal or modification of this 
          Section by the stockholders of the Corporation shall be prospective 
          only and shall not adversely affect any right or protection of a
          director of the Corporation existing at the time of such

                                         3

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                  repeal or modification.

                  B. Actions, Suits or Proceedings Other than by or in the Right
         of the Corporation.  The Corporation shall indemnify any person who was
         or is a party or is  threatened  to be made a party to any  threatened,
         pending or  completed  action,  suit or  proceeding,  whether  civil,
         criminal,  administrative or investigative  (other than an action by or
         in the  right of the  Corporation)  by reason of the fact that he is or
         was or has agreed to become a director  or officer of the  Corporation,
         or is or was  serving  or has  agreed  to serve at the  request  of the
         Corporation as a director or officer of another  corporation,  partner
         ship,  joint venture,  trust or other  enterprise,  or by reason of any
         action alleged to have been taken or omitted in such capacity,  against
         costs, charges, expenses (including attorneys fees), judgments,  fines
         and amounts paid in settlement  actually and reasonably incurred by him
         or on his behalf in connection with such action, suit or proceeding and
         any  appeal  therefrom,  if he acted in good  faith  and in a manner he
         reasonably  believed to be in or not opposed to the best  interests  of
         the Corporation.  The termination of any action,  suit or proceeding by
         judgment,  order,  settlement,  conviction  or  upon  a  plea  of  nolo
         contendere or its equivalent shall not, of itself, create a presumption
         that the  person  did not act in good  faith  and in a manner  which he
         reasonably  believed to be in or not opposed to the best  interests  of
         the Corporation.

                  C. Actions or Suits by or in the Right of the Corporation. The
         Corporation  shall  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 suit by or in the  right of the  Corporation  to  procure  a
         judgment  in its  favor by  reason of the fact that he is or was or has
         agreed to become a director or officer of the Corporation, or is or was
         serving or has agreed to serve at the request of the  Corporation  as a
         director or officer of another corporation, partnership, joint venture,
         trust or other  enterprise,  or by reason of any action alleged to have
         been taken or omitted in such  capacity,  against  costs,  charges  and
         expenses  (including  attorneys' fees) actually and reasonably incurred
         by him or on his behalf in connection with the defense or settlement of
         such action or suit and any appeal therefrom, if he acted in good faith
         and in a manner he  reasonably  believed to be in or not opposed to the
         best interests of the Corporation except that no indemnification  
         shall be made in respect of any claim,  issue or matter as to which  
         such  person  shall  have  been  adjudged  to be  liable  to the
         Corporation unless and only to the extent that the Court of Chancery of
         Delaware or the court in which such  action or suit was  brought  shall
         determine  upon  application  that,  despite the  adjudication  of such
         liability but in view of all the circumstances of the case, such person
         is fairly and reasonably entitled to indemnity for such costs,  charges
         and expenses which the Court of Chancery or such other court shall deem
         proper.

                  D.       Indemnification for Costs, Charges and Expenses of
         Successful Party.  Notwithstanding the other provisions of this

                                                         4

<PAGE>



         Article V, to the extent that a director or officer of the  Corporation
         has been  successful  on the merits or  otherwise,  including,  without
         limitation, the dismissal of an action without prejudice, in defense of
         any action, suit or proceeding referred to in Sections A and B of this
         Article  V, or in defense of any  claim,  issue or matter  therein,  he
         shall be indemnified against all costs, charges and expenses (including
         attorneys'  fees)  actually  and  reasonably  incurred by him or on his
         behalf in connection therewith.

                  E.  Determination  of Right to  Indemnification.  Any  indemni
         fication under Sections A and B of this Article V (unless  ordered by a
         court) shall be paid by the Corporation  unless a determination is made
         (i) by a majority of the members of the Board of Directors who were not
         parties to such action,  suit or proceeding even if less than a quorum,
         or (ii) if such a majority of the disinterested members of the Board of
         Directors so  direct,  by  independent  legal  counsel  in a  written
         opinion,  or (iii) by the  stockholders,  that  indemnification  of the
         director or officer is not proper in the  circumstances  because he has
         not met the applicable  standard of conduct set forth in Sections A and
         B of this Article V.

                  F. Advance of Costs, Charges and Expenses.  Costs, charges and
         expenses  (including  attorneys' fees) incurred by a person referred to
         in Sections A and B of this Article V in defending any civil, criminal,
         administrative  or  investigative  action,  suit or proceeding shall be
         paid by the  Corporation  in advance of the final  disposition  of such
         action, suit or proceeding; provided, however, that the payment of such
         costs,  charges and expenses (including  attorneys' fees) incurred by a
         director or officer in advance of the final disposition of such action,
         suit or proceeding shall be made only upon receipt of an undertaking by
         or on  behalf of the  director  or  officer  to repay  all  amounts  so
         advanced in the event that it shall  ultimately be determined that such
         director  or  officer  is  not  entitled  to  be   indemnified  by  the
         Corporation  as authorized  in this Article V. Such costs,  charges and
         expenses  (including  attorneys'  fees) incurred by other employees and
         agents may be so paid upon such terms and  conditions,  if any,  as the
         majority of the Board of Directors deems  appropriate.  The majority of
         the Board of  Directors  may, in the manner set forth  above,  and upon
         approval of such director,  officer, employer, employee or agent of the
         Corporation,  authorize  the  Corporation's  counsel to represent  such
         person,  in  any  action,  suit  or  proceeding,  whether  or  not  the
         Corporation is a party to such action, suit or proceeding.

                  G. Procedure for  Indemnification.  Any indemnification  under
         Sections  B, C and  D,  or  advance  of  costs,  charges  and  expenses
         (including attorneys' fees) under Section F of this Article V, shall be
         made  promptly,  and in any  event  within  60 days,  upon the  written
         request of the  director or officer.  The right to  indemnification  or
         advances  as  granted  by this  Article V shall be  enforceable  by the
         director  or officer  in any court of  competent  jurisdiction,  if the
         Corporation  denies  such  request,  in  whole  or  in  part,  or if no
         disposition

                                                         5

<PAGE>



         thereof  is made  within 60 days.  Such  person's  costs  and  expenses
         (including  attorneys'  fees) incurred in connection with  successfully
         establishing his right to indemnification,  in whole or in part, in any
         such action shall also be indemnified by the Corporation.  It shall 
         be a defense to any such action that the  claimant has not met the 
         standard of conduct set forth in Sections B or C of this Article V, 
         but the burden of proving such defense  shall be on the Corporation.   
         Neither  the  failure  of  the  Corporation (including its Board of 
         Directors,  its  independent  legal counsel and its   stockholders)   
         to  have  made  a  determination   prior  to  the commencement  of 
         such action that  indemnification  of the  claimant is proper in the 
         circumstances  because he has met the applicable standard of conduct 
         set forth in Sections B or C of this Article V, nor the fact that 
         there  has  been  an  actual  determination  by  the  Corporation
         (including its Board of Directors,  its  independent  legal counsel and
         its  stockholders)  that  the  claimant  has  not met  such  applicable
         standard  of  conduct,  shall be a  defense  to the  action or create a
         presumption  that the claimant has not met the  applicable  standard of
         conduct.

                  H. Other Rights; Continuation of Right to Indemnification. The
         indemnification  provided  by  this  Article  V  shall  not  be  deemed
         exclusive of any other rights to which any director,  officer, employee
         or agent seeking  indemnification may be entitled under any law (common
         or  statutory),   agreement,  vote  of  stockholders  or  disinterested
         directors or otherwise,  both as to action in his official capacity and
         as to action in another capacity while holding office or while employed
         by or acting as agent for the  Corporation,  and shall continue as to a
         person who has ceased to be a director, officer, employee or agent, and
         shall  inure  to  the  benefit  of the  estate,  heirs,  executors  and
         administrators of such person. All rights to indemnification under this
         Article V shall be deemed to be a contract  between the Corporation and
         each director, officer, employee or agent of the Corporation who serves
         or served  in such  capacity  at any time  while  this  Article V is in
         effect.  Any repeal or  modification of this Article V or any repeal or
         modification of relevant  provisions of the General  Corporation Law of
         the State of Delaware or any other applicable laws shall not in any way
         diminish  any  rights to  indemnification  of such  director,  officer,
         employee  or  agent  or  the  obligations  of the  Corporation  arising
         hereunder.   This  Article  V  shall  be  binding  upon  any  successor
         corporation to this Corporation, whether by way of acquisition, merger,
         consolidation or otherwise.

                  I.       Insurance.  The Corporation shall purchase and
         maintain insurance on behalf of any person who is or was or
         has agreed to become a director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the
         Corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against him or
         incurred by him or on his behalf in any such capacity, or
         arising out of his status as such, whether or not the corporation 
         would have the power to indemnify him against such

                                                         6

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         liability  under the provisions of this Article V,  provided,  however,
         that such insurance is available on reasonable  and  acceptable  terms,
         which  determination shall be made by a vote of a majority of the Board
         of Directors.

                  J.       Savings Clause.  If this Article V or any portion
         hereof shall be invalidated on any ground by any court of
         competent jurisdiction, then the Corporation (i) shall
         nevertheless indemnify each director and officer of the
         Corporation, and (ii) may nevertheless indemnify each employee
         and agent of the Corporation, as to costs, charges and
         expenses (including attorneys' fees), judgments, fine and
         amounts paid in settlement with respect to any action, suit or
         proceeding, whether civil, criminal, administrative or
         investigative, including an action by or in the right of the
         Corporation, to the full extent permitted by any applicable
         portion of this Article V that shall not have been invalidated
         and to the full extent permitted by applicable law.

                  K.       Subsequent Amendment.  No amendment, modification or
         repeal of this Article V shall affect or impair in any way the
         rights of any director or officer of the Corporation to
         indemnification under the provisions hereof with respect to
         any action, suit or proceeding arising out of, or relating to,
         any actions, transactions or facts occurring prior to the
         final adoption of such amendment, termination or appeal.

                  L.       Subsequent Legislation.  If the General Corporation 
         Law of the State of Delaware is amended to further expand the
         indemnification permitted to directors, officers, employees or
         agents of the Corporation, then the Corporation shall indemnify  
         such  persons  to the  fullest  extent  permitted  by  the  General
         Corporation Law of the State of Delaware, as so amended.

         Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

         Item 8.  Exhibits.

         Exhibit
         Number                            Description

         4(a)              Resorts International, Inc. Senior Management Stock
                           Option Plan.  (Incorporated herein by reference to
                           Exhibit 8.5 to Exhibit 35 to the Company's Form 8
                           Amendment No. 1 to the Form 8-K Current Report dated
                           August 30, 1990; File No. 1-4748.)

         4(b)              Resorts International, Inc. 1994 Stock Option Plan.
                           (Incorporated herein by reference to Exhibit C to the
                           Plan of Reorganization set forth as Appendix A to the
                           Information Statement/Prospectus included in the Com-
                           pany's Registration Statement on Form S-4 in File 
                           No. 33-50733.)

         4(c)              Amended and Restated Certificate of Incorporation 
                           of the

                                                         7

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                           Company.  (Incorporated herein by reference to 
                           Exhibit 3.01 to the Company's Registration 
                           Statement on Form S-1 in File No. 33-53371.)

         4(d)              Amended and By-Laws of the Company, as amended.  
                           (Incorporated herein by reference to Exhibit 3.02
                           to the Company's Registration Statement on Form
                           S-1 in File No. 33-53371.)

                                                                               
         5                 Legal opinion, dated April 26, 1995, of Freedman,
                           Levy, Kroll & Simonds, counsel to the Company,
                           as to the legality of shares offered.

         23(a)             Consent of Ernst & Young.

         23(b)             Consent of Freedman, Levy, Kroll & Simonds.  
                           (Included in Exhibit 5 hereto.)

         24                Power of Attorney.  (Included on signature page of 
                           this Registration Statement.)

         Item 9.   Undertakings.

              1.   The Company hereby undertakes:

                  (a)  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;

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;
                          
                  Provided, however, that paragraphs (a)(i) and (a)(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 by the Company pursuant to Section 13 or Section 15(d) 
         of the Exchange Act that are incorporated by reference in the 
         Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act, 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.


                                                         8

<PAGE>



                  (c) 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.

                  2. The  Company  hereby  undertakes  that,  for the purpose of
         determining  any liability under the Securities Act, each filing of the
         Company's  annual report  pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act that is incorporated by reference in the  Registration
         Statement shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

                  3. Insofar as  indemnification  for liabilities  arising under
         the  Securities  Act  may  be  permitted  to  directors,  officers  and
         controlling   persons  of  the  Company   pursuant  to  the   foregoing
         provisions,  or  otherwise,  the Company has been  informed that in the
         opinion of the SEC 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  Company  of  expenses  incurred  or paid by a
         director,   officer  or  controlling  person  of  the  Company  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 Company 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.






                                                         9

<PAGE>



                                SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         the Registrant certifies that it has reasonable grounds to believe that
         it  meets  all 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 Atlantic City,
         State of New Jersey on this 25th day of April, 1995.

                                     RESORTS INTERNATIONAL, INC.


                                     By: MATTHEW B. KEARNEY
                                     Matthew B. Kearney
                                     Executive Vice President-Finance


                             POWER OF ATTORNEY


                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
         signature  appears below  constitutes  and appoints THOMAS E. GALLAGHER
         and  MATTHEW  B.  KEARNEY  his true and  lawful  attorneys-in-fact  and
         agents, each acting alone, with full powers of substitution,  for  
         him  and in his  name,  place and stead, in any  and all capacities,  
         to sign any or all  amendments (including post-effective amendments) 
         to this Registration Statement,  and to file the same, with
         exhibits thereto, and other documents in connection therewith, with the
         SEC,  granting  unto said  attorneys-in-fact  and  agents,  each acting
         alone,  full power and  authority  to do and perform 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 substitute or substitutes, may lawfully do or cause to be
         done by virtue thereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         this Registration  Statement or amendment thereto has been signed below
         by the following persons in the capacities and on the dates indicated:

                 Signature                 Title                    Date


                MERV GRIFFIN         Chairman of the Board       April 20, 1995
                Merv Griffin          and Director



             WILLIAM J. FALLON       Director                    April 25, 1995
             William J. Fallon



            THOMAS E. GALLAGHER      President and Director      April 20, 1995
            Thomas E. Gallagher       (Principal Executive
                                      Officer)


                                                            10

<PAGE>



               JAY M. GREEN          Director                    April 21, 1995
               Jay M. Green



                                     Director                    
               Charles Masson



                                     Director                    
            Vincent J. Naimoli



             MATTHEW B. KEARNEY      Executive Vice President-   April 25, 1995
             Matthew B. Kearney       Finance (Principal
                                      Financial Officer)



               DAVID G. BOWDEN       Vice President-Controller   April 25, 1995
               David G. Bowden        (Principal Accounting
                                      Officer)



                                                            11

<PAGE>



                                 EXHIBIT INDEX




  Exhibit
  Number                             Description                     


  4(a)              Resorts International, Inc. Senior Management Stock
                    Option Plan.  (Incorporated herein by reference to
                    Exhibit 8.5 to Exhibit 35 to the Company's Form 8
                    Amendment No. 1 to the Form 8-K Current Report
                    dated August 30, 1990; File No. 1-4748.)

  4(b)              Resorts International, Inc. 1994 Stock Option Plan.
                    (Incorporated herein by reference to Exhibit C to
                    the Plan of Reorganization set forth as Appendix A
                    to the Information Statement/Prospectus included in
                    the Company's Registration Statement on Form S-4 in
                    File No. 33-50733.)

  4(c)              Amended and Restated Certificate of Incorporation
                    of the Company.  (Incorporated herein by reference
                    to Exhibit 3.01 to the Company's Registration
                    Statement on Form S-1 in File No. 33-53371.)

  4(d)              Amended and By-Laws of the Company, as amended.
                    (Incorporated herein by reference to Exhibit 3.02
                    to the Company's Registration Statement on Form S-1
                    in File No. 33-53371.)

                                                                               
  5                 Legal opinion, dated April 26, 1995, of Freedman, Levy,
                    Kroll & Simonds, counsel to the Company, as to the legality
                    of shares offered.

  23(a)             Consent of Ernst & Young LLP.

  23(b)             Consent of Freedman, Levy, Kroll & Simonds.
                    (Included in Exhibit 5 hereto.)

  24                Power of Attorney.  (Included on signature page of
                    this Registration Statement.)










K:\331002\ahb\form-s.8
 
                                     12


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34820}]
{"company-data": {"conformed-name": "RESORTS INTERNATIONAL INC", "cik": "0000083394", "assigned-sic": "7990", "irs-number": "590763055", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58833", "film-number": "95531359"}, "business-address": {"street1": "1133 BROADWALK", "city": "ATLANTIC CITY", "state": "NJ", "zip": "08401", "phone": "6093446000"}, "mail-address": {"street1": "4651 SHERIDAN ST", "street2": "SUITE 355", "city": "HOLLYWOOD", "state": "FL", "zip": "33021"}, "former-company": {"former-conformed-name": "CARTER MARY PAINT CO", "date-changed": "19680724"}}
As filed with the Securities and Exchange Commission on April 26, 1995
                                                Registration No. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         The Securities Act of 1933

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

             Delaware                              59-0763055
   (State or other jurisdiction of         (IRS Employer Identification
   incorporation or organization)                    Number)

               1133 Boardwalk, Atlantic City, New Jersey 08401
         (Address of Principal Executive Offices including Zip Code)

            Resorts International, Inc. 1994 Stock Option Plan and
        Resorts International, Inc. Senior Management Stock Option Plan
                            (Full title of plans)

                              Matthew B. Kearney
                       Executive Vice President - Finance
                           Resorts International, Inc.
                                1133 Boardwalk
                            Atlantic City, NJ 08401
                                (609) 344-6000
        (Name, address and telephone number of agent for service)

                                  Copies to:
                             Arthur H. Bill, Esq.
                       Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036

                       CALCULATION OF REGISTRATION FEE

 Title of      Amount                         Proposed Maximum
 Securities      to be     Proposed Maximum      Aggregate       Amount of
   to be      registered    Offering Price     Offering Price   Registration
Registered        (1)        Per Share (2)           (2)            Fee
- --------------------------------------------------------------------------
Common Stock,  3,753,806       $2.96875         $11,114,111      $3,842.80
$.01 par value  shares

(1) Plus an indeterminate  number of shares of Common Stock that may be issuable
by reason of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.

(2) The  amounts  are based upon the average of the high and low sale prices for
the Common  Stock as reported on the American  Stock  Exchange on April 19, 1995
and are used solely for the purpose of calculating the registration fee pursuant
to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.
PART I

                    INFORMATION REQUIRED IN PROSPECTUS

         The  information  called  for in Part I of Form S-8 is not being  filed
with or included in this Form S-8 (by  incorporation  by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange 
Commission (the "SEC").

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed by Resorts International, 
Inc. (the "Company") (SEC File No. 1-4748) with the Securities and Exchange 
Commission pursuant to the Securities Exchange Act of 1934 
(the "Exchange Act") are incorporated in this Registration Statement by 
reference and deemed to be a part hereof:

         1.  The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.

         2. The  description of the Company's  Common Stock,  par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form S-1 in File No.  33-53371,  as filed on April 29, 1994 under the Securities
Act of 1933 (the "Securities Act").

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated in this Registration  Statement by reference and to be a part 
hereof from the date  of  filing  of such  documents;  provided,  however,  
that  the  documents enumerated  above or  subsequently  filed by the  
Company  pursuant  to Sections 13(a),  13(c),  14 and 15(d) of the  Exchange  
Act in each year during which the offering  made by this  Registration  
Statement is in effect prior to the filing with the SEC of the  Company's  
Annual  Report on Form 10-K  covering  such year shall not be deemed 
incorporated by reference in this Registration Statement and shall not be a 
part hereof  from and after the filing of such  Annual  Report on Form 10-K.

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

                                                         2
The Company hereby  undertakes to provide without charge to each person
who has received a copy of the prospectus to which this  Registration  Statement
relates,  upon the written or oral request of any such person,  a copy of any or
all the documents that have been or may be  incorporated  by reference into this
Registration  Statement,  other than  exhibits to such  documents  (unless  such
exhibits are incorporated therein by reference).

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides a Delaware corporation with broad powers to indemnify
its  officers  and  directors in certain  circumstances.  Additionally,  Section
102(a)(7) of the DGCL permits  Delaware  corporations  to include a provision in
their  certificates  of  incorporation  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  shareholders  for monetary
damages  for  breach  of  fiduciary  duty  as a  director,  provided  that  such
provisions  shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii)  for  acts or  omissions  not in good  faith  or that  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful  payment  of
dividends or other  unlawful  distributions  or (iv) for any  transactions  from
which the director derived an improper personal benefit.

         As permitted  under the DGCL,  Article V of the  Company's  Amended and
Restated Certificate of Incorporation provides that:

                  A.       Elimination of Certain Liability of Directors.  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 Delaware General Corporation 
          Law, or (iv) for any transaction from which the director 
          derived an improper personal benefit. If the Delaware General 
          Corporation Law is amended after the Effective Date (as defined in 
          Article IX hereof) to authorize corporate action further 
          eliminating or limiting the personal liability of directors, then 
          the liability of a director of the Corporation shall be eliminated 
          or limited to the fullest extent permitted by the Delaware General 
          Corporation Law, as so amended.  Any repeal or modification of this 
          Section by the stockholders of the Corporation shall be prospective 
          only and shall not adversely affect any right or protection of a
          director of the Corporation existing at the time of such

                                         3
repeal or modification.

                  B. Actions, Suits or Proceedings Other than by or in the Right
         of the Corporation.  The Corporation shall indemnify any person who was
         or is a party or is  threatened  to be made a party to any  threatened,
         pending or  completed  action,  suit or  proceeding,  whether  civil,
         criminal,  administrative or investigative  (other than an action by or
         in the  right of the  Corporation)  by reason of the fact that he is or
         was or has agreed to become a director  or officer of the  Corporation,
         or is or was  serving  or has  agreed  to serve at the  request  of the
         Corporation as a director or officer of another  corporation,  partner
         ship,  joint venture,  trust or other  enterprise,  or by reason of any
         action alleged to have been taken or omitted in such capacity,  against
         costs, charges, expenses (including attorneys fees), judgments,  fines
         and amounts paid in settlement  actually and reasonably incurred by him
         or on his behalf in connection with such action, suit or proceeding and
         any  appeal  therefrom,  if he acted in good  faith  and in a manner he
         reasonably  believed to be in or not opposed to the best  interests  of
         the Corporation.  The termination of any action,  suit or proceeding by
         judgment,  order,  settlement,  conviction  or  upon  a  plea  of  nolo
         contendere or its equivalent shall not, of itself, create a presumption
         that the  person  did not act in good  faith  and in a manner  which he
         reasonably  believed to be in or not opposed to the best  interests  of
         the Corporation.

                  C. Actions or Suits by or in the Right of the Corporation. The
         Corporation  shall  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 suit by or in the  right of the  Corporation  to  procure  a
         judgment  in its  favor by  reason of the fact that he is or was or has
         agreed to become a director or officer of the Corporation, or is or was
         serving or has agreed to serve at the request of the  Corporation  as a
         director or officer of another corporation, partnership, joint venture,
         trust or other  enterprise,  or by reason of any action alleged to have
         been taken or omitted in such  capacity,  against  costs,  charges  and
         expenses  (including  attorneys' fees) actually and reasonably incurred
         by him or on his behalf in connection with the defense or settlement of
         such action or suit and any appeal therefrom, if he acted in good faith
         and in a manner he  reasonably  believed to be in or not opposed to the
         best interests of the Corporation except that no indemnification  
         shall be made in respect of any claim,  issue or matter as to which  
         such  person  shall  have  been  adjudged  to be  liable  to the
         Corporation unless and only to the extent that the Court of Chancery of
         Delaware or the court in which such  action or suit was  brought  shall
         determine  upon  application  that,  despite the  adjudication  of such
         liability but in view of all the circumstances of the case, such person
         is fairly and reasonably entitled to indemnity for such costs,  charges
         and expenses which the Court of Chancery or such other court shall deem
         proper.

                  D.       Indemnification for Costs, Charges and Expenses of
         Successful Party.  Notwithstanding the other provisions of this

                                                         4
Article V, to the extent that a director or officer of the  Corporation
         has been  successful  on the merits or  otherwise,  including,  without
         limitation, the dismissal of an action without prejudice, in defense of
         any action, suit or proceeding referred to in Sections A and B of this
         Article  V, or in defense of any  claim,  issue or matter  therein,  he
         shall be indemnified against all costs, charges and expenses (including
         attorneys'  fees)  actually  and  reasonably  incurred by him or on his
         behalf in connection therewith.

                  E.  Determination  of Right to  Indemnification.  Any  indemni
         fication under Sections A and B of this Article V (unless  ordered by a
         court) shall be paid by the Corporation  unless a determination is made
         (i) by a majority of the members of the Board of Directors who were not
         parties to such action,  suit or proceeding even if less than a quorum,
         or (ii) if such a majority of the disinterested members of the Board of
         Directors so  direct,  by  independent  legal  counsel  in a  written
         opinion,  or (iii) by the  stockholders,  that  indemnification  of the
         director or officer is not proper in the  circumstances  because he has
         not met the applicable  standard of conduct set forth in Sections A and
         B of this Article V.

                  F. Advance of Costs, Charges and Expenses.  Costs, charges and
         expenses  (including  attorneys' fees) incurred by a person referred to
         in Sections A and B of this Article V in defending any civil, criminal,
         administrative  or  investigative  action,  suit or proceeding shall be
         paid by the  Corporation  in advance of the final  disposition  of such
         action, suit or proceeding; provided, however, that the payment of such
         costs,  charges and expenses (including  attorneys' fees) incurred by a
         director or officer in advance of the final disposition of such action,
         suit or proceeding shall be made only upon receipt of an undertaking by
         or on  behalf of the  director  or  officer  to repay  all  amounts  so
         advanced in the event that it shall  ultimately be determined that such
         director  or  officer  is  not  entitled  to  be   indemnified  by  the
         Corporation  as authorized  in this Article V. Such costs,  charges and
         expenses  (including  attorneys'  fees) incurred by other employees and
         agents may be so paid upon such terms and  conditions,  if any,  as the
         majority of the Board of Directors deems  appropriate.  The majority of
         the Board of  Directors  may, in the manner set forth  above,  and upon
         approval of such director,  officer, employer, employee or agent of the
         Corporation,  authorize  the  Corporation's  counsel to represent  such
         person,  in  any  action,  suit  or  proceeding,  whether  or  not  the
         Corporation is a party to such action, suit or proceeding.

                  G. Procedure for  Indemnification.  Any indemnification  under
         Sections  B, C and  D,  or  advance  of  costs,  charges  and  expenses
         (including attorneys' fees) under Section F of this Article V, shall be
         made  promptly,  and in any  event  within  60 days,  upon the  written
         request of the  director or officer.  The right to  indemnification  or
         advances  as  granted  by this  Article V shall be  enforceable  by the
         director  or officer  in any court of  competent  jurisdiction,  if the
         Corporation  denies  such  request,  in  whole  or  in  part,  or if no
         disposition

                                                         5
thereof  is made  within 60 days.  Such  person's  costs  and  expenses
         (including  attorneys'  fees) incurred in connection with  successfully
         establishing his right to indemnification,  in whole or in part, in any
         such action shall also be indemnified by the Corporation.  It shall 
         be a defense to any such action that the  claimant has not met the 
         standard of conduct set forth in Sections B or C of this Article V, 
         but the burden of proving such defense  shall be on the Corporation.   
         Neither  the  failure  of  the  Corporation (including its Board of 
         Directors,  its  independent  legal counsel and its   stockholders)   
         to  have  made  a  determination   prior  to  the commencement  of 
         such action that  indemnification  of the  claimant is proper in the 
         circumstances  because he has met the applicable standard of conduct 
         set forth in Sections B or C of this Article V, nor the fact that 
         there  has  been  an  actual  determination  by  the  Corporation
         (including its Board of Directors,  its  independent  legal counsel and
         its  stockholders)  that  the  claimant  has  not met  such  applicable
         standard  of  conduct,  shall be a  defense  to the  action or create a
         presumption  that the claimant has not met the  applicable  standard of
         conduct.

                  H. Other Rights; Continuation of Right to Indemnification. The
         indemnification  provided  by  this  Article  V  shall  not  be  deemed
         exclusive of any other rights to which any director,  officer, employee
         or agent seeking  indemnification may be entitled under any law (common
         or  statutory),   agreement,  vote  of  stockholders  or  disinterested
         directors or otherwise,  both as to action in his official capacity and
         as to action in another capacity while holding office or while employed
         by or acting as agent for the  Corporation,  and shall continue as to a
         person who has ceased to be a director, officer, employee or agent, and
         shall  inure  to  the  benefit  of the  estate,  heirs,  executors  and
         administrators of such person. All rights to indemnification under this
         Article V shall be deemed to be a contract  between the Corporation and
         each director, officer, employee or agent of the Corporation who serves
         or served  in such  capacity  at any time  while  this  Article V is in
         effect.  Any repeal or  modification of this Article V or any repeal or
         modification of relevant  provisions of the General  Corporation Law of
         the State of Delaware or any other applicable laws shall not in any way
         diminish  any  rights to  indemnification  of such  director,  officer,
         employee  or  agent  or  the  obligations  of the  Corporation  arising
         hereunder.   This  Article  V  shall  be  binding  upon  any  successor
         corporation to this Corporation, whether by way of acquisition, merger,
         consolidation or otherwise.

                  I.       Insurance.  The Corporation shall purchase and
         maintain insurance on behalf of any person who is or was or
         has agreed to become a director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the
         Corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against him or
         incurred by him or on his behalf in any such capacity, or
         arising out of his status as such, whether or not the corporation 
         would have the power to indemnify him against such

                                                         6
liability  under the provisions of this Article V,  provided,  however,
         that such insurance is available on reasonable  and  acceptable  terms,
         which  determination shall be made by a vote of a majority of the Board
         of Directors.

                  J.       Savings Clause.  If this Article V or any portion
         hereof shall be invalidated on any ground by any court of
         competent jurisdiction, then the Corporation (i) shall
         nevertheless indemnify each director and officer of the
         Corporation, and (ii) may nevertheless indemnify each employee
         and agent of the Corporation, as to costs, charges and
         expenses (including attorneys' fees), judgments, fine and
         amounts paid in settlement with respect to any action, suit or
         proceeding, whether civil, criminal, administrative or
         investigative, including an action by or in the right of the
         Corporation, to the full extent permitted by any applicable
         portion of this Article V that shall not have been invalidated
         and to the full extent permitted by applicable law.

                  K.       Subsequent Amendment.  No amendment, modification or
         repeal of this Article V shall affect or impair in any way the
         rights of any director or officer of the Corporation to
         indemnification under the provisions hereof with respect to
         any action, suit or proceeding arising out of, or relating to,
         any actions, transactions or facts occurring prior to the
         final adoption of such amendment, termination or appeal.

                  L.       Subsequent Legislation.  If the General Corporation 
         Law of the State of Delaware is amended to further expand the
         indemnification permitted to directors, officers, employees or
         agents of the Corporation, then the Corporation shall indemnify  
         such  persons  to the  fullest  extent  permitted  by  the  General
         Corporation Law of the State of Delaware, as so amended.

         Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

         Item 8.  Exhibits.

         Exhibit
         Number                            Description

         4(a)              Resorts International, Inc. Senior Management Stock
                           Option Plan.  (Incorporated herein by reference to
                           Exhibit 8.5 to Exhibit 35 to the Company's Form 8
                           Amendment No. 1 to the Form 8-K Current Report dated
                           August 30, 1990; File No. 1-4748.)

         4(b)              Resorts International, Inc. 1994 Stock Option Plan.
                           (Incorporated herein by reference to Exhibit C to the
                           Plan of Reorganization set forth as Appendix A to the
                           Information Statement/Prospectus included in the Com-
                           pany's Registration Statement on Form S-4 in File 
                           No. 33-50733.)

         4(c)              Amended and Restated Certificate of Incorporation 
                           of the

                                                         7
Company.  (Incorporated herein by reference to 
                           Exhibit 3.01 to the Company's Registration 
                           Statement on Form S-1 in File No. 33-53371.)

         4(d)              Amended and By-Laws of the Company, as amended.  
                           (Incorporated herein by reference to Exhibit 3.02
                           to the Company's Registration Statement on Form
                           S-1 in File No. 33-53371.)

                                                                               
         5                 Legal opinion, dated April 26, 1995, of Freedman,
                           Levy, Kroll & Simonds, counsel to the Company,
                           as to the legality of shares offered.

         23(a)             Consent of Ernst & Young.

         23(b)             Consent of Freedman, Levy, Kroll & Simonds.  
                           (Included in Exhibit 5 hereto.)

         24                Power of Attorney.  (Included on signature page of 
                           this Registration Statement.)

         Item 9.   Undertakings.

              1.   The Company hereby undertakes:

                  (a)  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;

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;
                          
                  Provided, however, that paragraphs (a)(i) and (a)(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 by the Company pursuant to Section 13 or Section 15(d) 
         of the Exchange Act that are incorporated by reference in the 
         Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the Securities Act, 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.

                                                         8
(c) 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.

                  2. The  Company  hereby  undertakes  that,  for the purpose of
         determining  any liability under the Securities Act, each filing of the
         Company's  annual report  pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act that is incorporated by reference in the  Registration
         Statement shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

                  3. Insofar as  indemnification  for liabilities  arising under
         the  Securities  Act  may  be  permitted  to  directors,  officers  and
         controlling   persons  of  the  Company   pursuant  to  the   foregoing
         provisions,  or  otherwise,  the Company has been  informed that in the
         opinion of the SEC 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  Company  of  expenses  incurred  or paid by a
         director,   officer  or  controlling  person  of  the  Company  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 Company 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.

                                                         9
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         the Registrant certifies that it has reasonable grounds to believe that
         it  meets  all 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 Atlantic City,
         State of New Jersey on this 25th day of April, 1995.

                                     RESORTS INTERNATIONAL, INC.

                                     By: MATTHEW B. KEARNEY
                                     Matthew B. Kearney
                                     Executive Vice President-Finance

                             POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
         signature  appears below  constitutes  and appoints THOMAS E. GALLAGHER
         and  MATTHEW  B.  KEARNEY  his true and  lawful  attorneys-in-fact  and
         agents, each acting alone, with full powers of substitution,  for  
         him  and in his  name,  place and stead, in any  and all capacities,  
         to sign any or all  amendments (including post-effective amendments) 
         to this Registration Statement,  and to file the same, with
         exhibits thereto, and other documents in connection therewith, with the
         SEC,  granting  unto said  attorneys-in-fact  and  agents,  each acting
         alone,  full power and  authority  to do and perform 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 substitute or substitutes, may lawfully do or cause to be
         done by virtue thereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
         this Registration  Statement or amendment thereto has been signed below
         by the following persons in the capacities and on the dates indicated:

                 Signature                 Title                    Date

                MERV GRIFFIN         Chairman of the Board       April 20, 1995
                Merv Griffin          and Director

             WILLIAM J. FALLON       Director                    April 25, 1995
             William J. Fallon

            THOMAS E. GALLAGHER      President and Director      April 20, 1995
            Thomas E. Gallagher       (Principal Executive
                                      Officer)

                                                            10
JAY M. GREEN          Director                    April 21, 1995
               Jay M. Green

                                     Director                    
               Charles Masson

                                     Director                    
            Vincent J. Naimoli

             MATTHEW B. KEARNEY      Executive Vice President-   April 25, 1995
             Matthew B. Kearney       Finance (Principal
                                      Financial Officer)

               DAVID G. BOWDEN       Vice President-Controller   April 25, 1995
               David G. Bowden        (Principal Accounting
                                      Officer)

                                                            11
EXHIBIT INDEX

  Exhibit
  Number                             Description                     

  4(a)              Resorts International, Inc. Senior Management Stock
                    Option Plan.  (Incorporated herein by reference to
                    Exhibit 8.5 to Exhibit 35 to the Company's Form 8
                    Amendment No. 1 to the Form 8-K Current Report
                    dated August 30, 1990; File No. 1-4748.)

  4(b)              Resorts International, Inc. 1994 Stock Option Plan.
                    (Incorporated herein by reference to Exhibit C to
                    the Plan of Reorganization set forth as Appendix A
                    to the Information Statement/Prospectus included in
                    the Company's Registration Statement on Form S-4 in
                    File No. 33-50733.)

  4(c)              Amended and Restated Certificate of Incorporation
                    of the Company.  (Incorporated herein by reference
                    to Exhibit 3.01 to the Company's Registration
                    Statement on Form S-1 in File No. 33-53371.)

  4(d)              Amended and By-Laws of the Company, as amended.
                    (Incorporated herein by reference to Exhibit 3.02
                    to the Company's Registration Statement on Form S-1
                    in File No. 33-53371.)

                                                                               
  5                 Legal opinion, dated April 26, 1995, of Freedman, Levy,
                    Kroll & Simonds, counsel to the Company, as to the legality
                    of shares offered.

  23(a)             Consent of Ernst & Young LLP.

  23(b)             Consent of Freedman, Levy, Kroll & Simonds.
                    (Included in Exhibit 5 hereto.)

  24                Power of Attorney.  (Included on signature page of
                    this Registration Statement.)

K:\331002\ahb\form-s.8
 
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