As filed with the Securities and Exchange Commission on August 12, 1996
                                               Registration No. 333-
 -----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                     Griffin Gaming & Entertainment, Inc.
                    (Formerly: 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)

        Griffin Gaming & Entertainment, 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
                     Griffin Gaming & Entertainment, Inc.
                                1133 Boardwalk
                            Atlantic City, NJ 08401
                                (609) 344-6000
 -----------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                  Copies to:

                           Peter E. Panarites, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036

Pursuant to Rule 429 under the Securities  Act of 1933,  the  prospectus  that
relates to this filing also relates to Registration Statement No. 33-58833.

                        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(3)
 -----------------------------------------------------------------------------
Common Stock,  500,000      $11.6875           $5,843,750      $2,015.09
$.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 August 8, 1996
and are used solely for the purpose of calculating the registration fee


<PAGE>


pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of
1933.

(3) Of the 750,762  shares  (giving  effect to a  one-for-five  reverse  split
effected June 30, 1995) registered under Registration  Statement No. 33-58833,
740,362 shares,  for which a filing fee of $3,789.57 was previously  paid, are
being carried forward.

                                       2

<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  Griffin   Gaming  &
Entertainment,  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, 1995.

     2. All other reports filed by the Company  pursuant to Sections  13(a) or
15(d) of the Exchange Act since December 31, 1995.

     3. 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

                                       3

<PAGE>


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.

     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(b)(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

                                       4

<PAGE>


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
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,
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,  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

                                       5

<PAGE>


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 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 indemnification  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

                                       6

<PAGE>


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  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.

                                       7

<PAGE>

     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 and  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
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, modification or repeal.

     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

                                       8

<PAGE>


               Amendment No. 1 to the Form 8-K Current Report dated August 30,
               1990; File No. 1-4748.)

4(b)           Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan (as
               amended on May 10, 1996).  (Incorporated herein by reference to
               Exhibit (4) to the Company's Form 10-Q Quarterly Report for the
               quarter ended June 30, 1996; File No. 1-4748.)

4(c)           Restated   Certificate   of   Incorporation   of  the  Company.
               (Incorporated  herein by  reference  to  Exhibit  (3)(a) to the
               Company's Form 10-Q Quarterly Report for the quarter ended June
               30, 1996; File No. 1-4748.)

4(d)           Amended  and  Restated  By-Laws of the  Company.  (Incorporated
               herein by reference  to Exhibit  (3)(b) to the  Company's  Form
               10-Q Quarterly Report for the quarter ended June 30, 1996; File
               No. 1-4748.)

5              Legal opinion, dated August 12, 1996, of Freedman,  Levy, Kroll
               & Simonds 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.)

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 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;

               (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

                                       9

<PAGE>

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.

          (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.

                                      10

<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 12th day of August, 1996.

                            GRIFFIN GAMING & ENTERTAINMENT, INC.


                            By: /s/ 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:

<TABLE>
<CAPTION>
       Signature                 Title                    Date
       ---------                 -----                    ----
<S>                          <C>                         <C>
   /s/Merv Griffin           Chairman of the Board       August 12, 1996
   ----------------           and Director
   Merv Griffin          



   -------------------       Director
   William J. Fallon



   /s/Thomas E. Gallagher    President and Director      August 12, 1996
   ----------------------     (Principal Executive
   Thomas E. Gallagher         Officer)

                                      11

<PAGE>


   /s/Jay M. Green           Director                    August 12, 1996
   ---------------
   Jay M. Green



   /s/Charles Masson         Director                    August 12, 1996
   -----------------
   Charles Masson



   -------------------       Director
   Vincent J. Naimoli



   /s/Matthew B. Kearney     Executive Vice President-   August 12, 1996
   ---------------------      Finance (Principal
   Matthew B. Kearney         Financial Officer)



   /s/ David G. Bowden       Vice President-Controller   August 12, 1996
   --------------------      (Principal Accounting
   David G. Bowden            Officer)
</TABLE>

                                      12

<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)           Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan (as
               amended on May 10, 1996).  (Incorporated herein by reference to
               Exhibit (4) to the Company's Form 10-Q Quarterly Report for the
               quarter ended June 30, 1996; File No. 1-4748.)

4(c)           Restated   Certificate   of   Incorporation   of  the  Company.
               (Incorporated  herein by  reference  to  Exhibit  (3)(a) to the
               Company's Form 10-Q Quarterly Report for the quarter ended June
               30, 1996; File No. 1-4748.)

4(d)           Amended  and  Restated  By-Laws of the  Company.  (Incorporated
               herein by reference  to Exhibit  (3)(b) to the  Company's  Form
               10-Q Quarterly Report for the quarter ended June 30, 1996; File
               No. 1-4748.)

5              Legal opinion, dated August 12, 1996, of Freedman,  Levy, Kroll
               & Simonds 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.)

                                      13
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32554}]
{"company-data": {"conformed-name": "GRIFFIN GAMING & ENTERTAINMENT 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": "333-10007", "film-number": "96609018"}, "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": "RESORTS INTERNATIONAL INC", "date-changed": "19920703"}, {"former-conformed-name": "CARTER MARY PAINT CO", "date-changed": "19680724"}]}
As filed with the Securities and Exchange Commission on August 12, 1996
                                               Registration No. 333-
 -----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                     Griffin Gaming & Entertainment, Inc.
                    (Formerly: 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)

        Griffin Gaming & Entertainment, 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
                     Griffin Gaming & Entertainment, Inc.
                                1133 Boardwalk
                            Atlantic City, NJ 08401
                                (609) 344-6000
 -----------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                  Copies to:

                           Peter E. Panarites, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                            Washington, D.C. 20036

Pursuant to Rule 429 under the Securities  Act of 1933,  the  prospectus  that
relates to this filing also relates to Registration Statement No. 33-58833.

                        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(3)
 -----------------------------------------------------------------------------
Common Stock,  500,000      $11.6875           $5,843,750      $2,015.09
$.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 August 8, 1996
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.

(3) Of the 750,762  shares  (giving  effect to a  one-for-five  reverse  split
effected June 30, 1995) registered under Registration  Statement No. 33-58833,
740,362 shares,  for which a filing fee of $3,789.57 was previously  paid, are
being carried forward.

                                       2
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  Griffin   Gaming  &
Entertainment,  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, 1995.

     2. All other reports filed by the Company  pursuant to Sections  13(a) or
15(d) of the Exchange Act since December 31, 1995.

     3. 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

                                       3
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.

     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(b)(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

                                       4
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
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,
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,  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

                                       5
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 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 indemnification  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

                                       6
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  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.

                                       7
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 and  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
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, modification or repeal.

     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

                                       8
Amendment No. 1 to the Form 8-K Current Report dated August 30,
               1990; File No. 1-4748.)

4(b)           Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan (as
               amended on May 10, 1996).  (Incorporated herein by reference to
               Exhibit (4) to the Company's Form 10-Q Quarterly Report for the
               quarter ended June 30, 1996; File No. 1-4748.)

4(c)           Restated   Certificate   of   Incorporation   of  the  Company.
               (Incorporated  herein by  reference  to  Exhibit  (3)(a) to the
               Company's Form 10-Q Quarterly Report for the quarter ended June
               30, 1996; File No. 1-4748.)

4(d)           Amended  and  Restated  By-Laws of the  Company.  (Incorporated
               herein by reference  to Exhibit  (3)(b) to the  Company's  Form
               10-Q Quarterly Report for the quarter ended June 30, 1996; File
               No. 1-4748.)

5              Legal opinion, dated August 12, 1996, of Freedman,  Levy, Kroll
               & Simonds 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.)

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 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;

               (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

                                       9
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.

          (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.

                                      10
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 12th day of August, 1996.

                            GRIFFIN GAMING & ENTERTAINMENT, INC.

                            By: /s/ 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
       ---------                 -----                    ----
/s/Merv Griffin           Chairman of the Board       August 12, 1996
   ----------------           and Director
   Merv Griffin          

   -------------------       Director
   William J. Fallon

   /s/Thomas E. Gallagher    President and Director      August 12, 1996
   ----------------------     (Principal Executive
   Thomas E. Gallagher         Officer)

                                      11
/s/Jay M. Green           Director                    August 12, 1996
   ---------------
   Jay M. Green

   /s/Charles Masson         Director                    August 12, 1996
   -----------------
   Charles Masson

   -------------------       Director
   Vincent J. Naimoli

   /s/Matthew B. Kearney     Executive Vice President-   August 12, 1996
   ---------------------      Finance (Principal
   Matthew B. Kearney         Financial Officer)

   /s/ David G. Bowden       Vice President-Controller   August 12, 1996
   --------------------      (Principal Accounting
   David G. Bowden            Officer)
12
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)           Griffin Gaming & Entertainment, Inc. 1994 Stock Option Plan (as
               amended on May 10, 1996).  (Incorporated herein by reference to
               Exhibit (4) to the Company's Form 10-Q Quarterly Report for the
               quarter ended June 30, 1996; File No. 1-4748.)

4(c)           Restated   Certificate   of   Incorporation   of  the  Company.
               (Incorporated  herein by  reference  to  Exhibit  (3)(a) to the
               Company's Form 10-Q Quarterly Report for the quarter ended June
               30, 1996; File No. 1-4748.)

4(d)           Amended  and  Restated  By-Laws of the  Company.  (Incorporated
               herein by reference  to Exhibit  (3)(b) to the  Company's  Form
               10-Q Quarterly Report for the quarter ended June 30, 1996; File
               No. 1-4748.)

5              Legal opinion, dated August 12, 1996, of Freedman,  Levy, Kroll
               & Simonds 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.)

                                      13