As filed with the Securities and Exchange Commission
                       March  30,  1995
                                                   Registration No. 33-
-------------------------------------------------------------------------------
               
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                                

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

                                

                                

                         SHOWBOAT, INC.
     (Exact name of registrant as specified in its charter)

                                

         NEVADA                             88-0090766
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

                        2800 FREMONT STREET
                      LAS VEGAS, NEVADA 89104
 (Address of registrant's principal executive offices, including zip code)


     SHOWBOAT, INC. 1994 EXECUTIVE LONG TERM INCENTIVE PLAN
                    (Full title of the plan)
                                
                                
                      JOHN N. BREWER, ESQ.
                      JOHN C. JEPPSEN, ESQ.
                KUMMER KAEMPFER BONNER & RENSHAW
                          SEVENTH FLOOR
                   2800 HOWARD HUGHES PARKWAY
                     LAS VEGAS, NEVADA 89109
                         (702) 792-7000
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
<TABLE>
<CAPTION>                                
                 CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed     Amount of
   Title of each class of     Amount to    maximum      maximum    Registration
 Securities to be registered      be      offering     aggregate       Fee
                              registered  price per    offering         
                                 (1)      share(2)     price(2)
----------------------------- ----------  ---------  -------------- -----------
<S>                           <C>          <C>       <C>            <C>

Common Stock, $1.00 par value 2,000,000    $18.253   $36,506,000.00 $12,590.00
                                                    
<FN>
(1)Represents  the maximum number of shares which may be distributed 
pursuant  to this Registration Statement, absent recapitalization 
provisions of the Plan.

(2)Computed  pursuant  to  Rule  457(h) solely for  purposes  of  determining  
the registration fee, based upon (i) the price of the Registrant's common
stock  as reported  on  the  New  York Stock Exchange on the date of grant
of  restricted shares  outstanding as of the date hereof (360,000 shares at 
$16.75  and  41,500 shares  at  $14.50);  (ii)  the  price  at  which  
options  to  purchase  shares outstanding as of the date hereof may be 
exercised (1,106,000 shares  at  $20.25 per share and 156,000 shares at 
$14.50) and (iii) with respect to the balance of the shares that may be sold
under the Plan, the average of the high and low sale prices  of  the  
Registrant's common stock as reported on  the  New  York  Stock Exchange on 
March 24, 1995, or $15.50 per share.
</FN>
</TABLE>
                                                                          
<PAGE>

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT
                                
Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The   following  documents  filed  by  Showboat,  Inc.  (the
"Company")  with  the  Securities and  Exchange  Commission  (the
"Commission") are incorporated herein by reference:

     (a)   The Company's Annual Report on Form 10-K for the  year
ended December 31, 1994, including all amendments; and

     (b)   The  description of the Company's common stock,  $1.00
par  value  (the  "Common Stock"), set forth  under  the  caption
"Description of Registrant's Securities to be Registered" in  the
Company's Registration Statement on Form 8, Amendment No.  1,  as
filed with the Commission on July 7, 1992, and all amendments and
reports  filed  thereafter  for  the  purpose  of  updating  such
description.

     All documents subsequently filed by the Company pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934  ("Exchange Act") prior to the filing  of  a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been  sold  or  which de-registers  all  securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  filing  of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  validity  of  the  issuance of the  securities  offered
hereby  is  being passed upon for the Company by Kummer  Kaempfer
Bonner  &  Renshaw,  Las Vegas, Nevada.   H.  Gregory  Nasky,  of
counsel to the law firm of Kummer Kaempfer Bonner & Renshaw, is a
Director and Secretary of the Company.  John N. Brewer, a  member
of  the  law  firm  of Kummer Kaempfer Bonner &  Renshaw,  is  an
Assistant Secretary of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     ARTICLES  OF  INCORPORATION.  Section 78.037 of  the  Nevada
Revised  Statutes  and  Article XI of the Company's  Articles  of
Incorporation  contain  provisions that eliminate  or  limit,  in
certain  situations,  the personal liability  of  a  director  or
officer  of  the  Company. The Articles of Incorporation  provide
that  a director or officer of the Company will not be personally
liable  to  the  Company or its shareholders for  breach  of  his
fiduciary duty as a director or officer, but Article XI does  not
eliminate or limit the director's or officer's liability for: (i)
acts or omissions which involve intentional misconduct, fraud  or
a  knowing  violation  of law; or (ii) the  unlawful  payment  of
distributions.

     BYLAWS.   Section 78.751 of the Nevada Revised Statutes  and
Article  VIII of the Company's Bylaws contain provisions for  the
indemnification of directors, officers, employees  or  agents  of
the  Company. The Company's Bylaws provide that the Company 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, by reason of the fact that such person is or was a

                                2
<PAGE>

director, officer, employee or agent of the Company or is or  was
serving  at  the  request of the Company as a director,  officer,
employee  or  agent  of another corporation,  partnership,  joint
venture, trust or other enterprise. Such indemnification  may  be
against expenses, including attorneys' fees, judgments, fines and
amounts  paid in settlement actually and reasonably  incurred  by
such person in connection with such action, suit or proceeding if
such  person  acted  in  good faith and in  a  manner  which  the
individual  reasonably believed to be in or not opposed  to,  the
best  interests of the Company, and, with respect to any criminal
action  or  proceeding, had no reasonable cause to  believe  such
person's conduct was unlawful. Where the action or suit for which
indemnification is sought is one brought by or in the name of the
Company  to  procure  a  judgment  in  the  Company's  favor,  no
indemnification shall be made in respect to any claim, issue, for
matter as to which such person has been adjudged to be liable  or
negligent in the performance of such person's duty to the Company
unless and only to the extent that the court in which such action
or  suit  was brought shall determine upon application  that,  in
view  of all the circumstances of the case, such person is fairly
and   reasonably   entitled  to  indemnification,   despite   the
adjudication of liability.

     The indemnification discussed above shall only be made where
a  determination is made that such indemnification is  proper  in
the  circumstances  because such person has  met  the  applicable
standard of conduct discussed above.  Such determination is to be
made  (1) by a majority vote of a quorum of disinterested members
of the Board of Directors, (2) by independent legal counsel in  a
written  opinion,  if  such a quorum does not  exist  or  if  the
disinterested members of the Board of Directors so direct, or (3)
by the shareholders.

     To the extent that a director, officer, employee or agent of
the  Company  has been successful on the merits or  otherwise  in
defense  of any action, suit or proceeding of the type  discussed
above,  the  Bylaws state that such person shall  be  indemnified
against   expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with such defense.

     Expenses  incurred in defending a civil or criminal  action,
suit  or proceeding may be paid by the Company in advance of  the
final   disposition  of  such  action,  suit  or  proceeding   as
authorized  by  the  Board  of  Directors  upon  receipt  of   an
undertaking by or on behalf of the director, officer, employee or
agent  to  repay  such  amount  unless  it  shall  be  ultimately
determined that he is entitled to indemnification by the  Company
as authorized by the Bylaws.

     The  indemnification described above does  not  exclude  any
other  rights  to which a person seeking indemnification  may  be
entitled   under   any   agreement,  vote  of   shareholders   or
disinterested  directors under the Articles of  Incorporation  or
Bylaws, if amended to so provide in the future or otherwise,  and
the  above right 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  heirs,  executors, and administrators  of  such
person.

     The  Company's  Bylaws also indemnify  the  spouses  of  the
Company's directors and officers for such director's or officer's
acts if such spouses were or are a party or threatened to be made
a  party to any threatened, pending or completed action, suit  or
proceeding due to the fact that they are married to a director or
officer of the Company. Each spouse's indemnification rights  are
governed by Article VIII of the Bylaws.

     INDEMNIFICATION  AGREEMENTS. The Company  has  entered  into
indemnification  agreements with each  member  of  the  Board  of
Directors  and certain officers of the Company (individually,  an
"Indemnified Person"). Each agreement provides that  the  Company
will  hold  harmless  and indemnify such  Indemnified  Person  in
certain  specified instances and, in any event,  to  the  fullest
extent authorized or permitted by law. However, no such specified
indemnity  shall  be paid by the Company if payment  is  actually
made to such Indemnified Person under an insurance policy (except
in the event that an award is in excess of the insured amount, in
which  case  the payment may be made for such excess);  aggregate
losses   do   not  exceed  $1,000;  the  Indemnified  Person   is
indemnified  by  the  Company  otherwise  than  pursuant  to  the
indemnity   agreement;  a  judgment  is  rendered  against   such
Indemnified  Person  for  the  payment  of  dividends  or   other

                                3
<PAGE>

distributions  in  violation  of Section  78.300  of  the  Nevada
Revised Statutes, as amended; a judgment is rendered against such
Indemnified Person for "short swing" profits pursuant to  Section
16(b)  of  the  Securities Exchange Act of 1934, as  amended,  or
similar  state and local laws; such Indemnified Person's  conduct
is  finally adjudged by a court of competent jurisdiction to have
involved intentional misconduct, fraud or a knowing violation  of
the  law and such conduct was material to the cause of action;  a
judgment  is rendered against such person by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, and  the
court determines that such Indemnified Person is not entitled  to
indemnity;  or,  except as otherwise provided in such  agreement,
the  Indemnified Person initiates or maintains an action  against
the Company or the Company's directors, of officers, employees or
other agents.

     All  agreements and obligations of the Company contained  in
the  indemnity  agreement shall continue during  the  period  the
person is serving in such position and shall continue so long  as
such person shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding.

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT                             
NUMBER                        DESCRIPTION
                                    
 4.01   Specimen  Common  Stock Certificate  for  the  Company's
        Common  Stock  is incorporated herein by reference  from
        Amendment  No. 1 to the Company's Registration Statement
        on  Form  S-3  filed July 8, 1994 (file  no.  33-54325),
        Item 16, Exhibit 4.01.
 
 4.02   Showboat,  Inc. 1994 Executive Long Term Incentive  Plan
        is  incorporated herein by reference from the  Company's
        Form  10-K  for the Year Ended December 31,  1994,  Part
        IV, Item 14(a)(3), Exhibit 10.37.
 
 4.03   Indenture  relating to the 9 1/4% First  Mortgage  Bonds  
        Due 2008, including form of Bond, is incorporated herein  
        by reference from the Company's Form 8-K dated  May  18,
        1993,   Item   5,  Exhibit  28.01.   First  Supplemental
        Indenture  to the 9 1/4% First Mortgage Bonds  Due  2008
        is  incorporated herein by reference from the  Company's
        Form  10-K  for the Year Ended December 31,  1994,  Part
        IV, Item 14(a)(c), Exhibit 4.02.
 
 4.04   Indenture relating to the 13% Senior Subordinated  Notes
        due  2009,  including form of Note, is  incorporated  by
        reference  from the Company's Form 8-K dated August  10,
        1994, Item 5, Exhibit 28.01.
 
 5.01   Opinion   of  Kummer  Kaempfer  Bonner  &  Renshaw   re:
        legality of the securities being registered.
 
 23.01  Consent of KPMG Peat Marwick LLP.
 
 23.02  Consent of Kummer Kaempfer Bonner & Renshaw included  in
        Exhibit 5.01.
 
 24.01  Power  of  Attorney  (included  on  the  signature  page
        hereto).
        
                                4
<PAGE>

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which the offers or
sales  are  being  made,  a  post-effective  amendment  to   this
registration  statement 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.

          (2)  That, for the purpose of determining any liability
under  the  Securities Act of 1933 (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; and

           (3)   To remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each  filing  of  the  registrant'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.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment of the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.

                                5
<PAGE>

                           SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act,  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 Las Vegas, State of Nevada, on March 28, 1995.

                              SHOWBOAT, INC.
                                   
                                   
                              By:  
                                   J. Kell Houssels, III
                                   President  and Chief Executive
                                   Officer
                                   (Principal Executive Officer)
                                   
                        POWER OF ATTORNEY

     The  undersigned  directors and officers of  Showboat,  Inc.
hereby  appoint Leann Schneider or John N. Brewer as attorney-in-
fact  for  the undersigned, with full power of substitution,  for
and  in the name, place and stead of the undersigned, to sign and
file  with  the  Securities  and Exchange  Commission  under  the
Securities  Act  any and all amendments (including post-effective
amendments) and exhibits to this registration statement  and  any
and  all  applications and other documents to be filed  with  the
Securities and Exchange Commission pertaining to the registration
of  the  securities covered hereby, with full power and authority
to  do  and  perform  any  and  all acts  and  things  whatsoever
requisite  and  necessary  or  desirable,  hereby  ratifying  and
confirming  all that said attorney-in-fact, or his substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
registration  statement has been signed by  the  persons  in  the
capacities and on the date indicated.

      Signers                    Title                  Date
                                                      
                                                      
                            Chairman of the        March 28, 1995
/s/J.K. Houssels                 Board
J.K. Houssels                                      
                                                      
                                                      
                          Director, President      March 28, 1995
/s/ J. Kell Houssels,III          and
J.Kell Houssels, III        Chief Executive               
                                Officer                   
                          (Principal Executive            
                                Officer)
                                                      
                            Vice President-        March 28, 1995
/s/Leann Schneider              Finance
Leann  Schneider          and Chief Financial             
                                Officer
                          (Principal Financial
                              Officer and
                          Principal Accounting
                                Officer)
                                                      
                                6
<PAGE>
                                                      
                                                      
/s/William C. Richardson        Director           March 28, 1995
William C. Richardson                                      
                                      
                                                      
                                                      
/s/John D. Gaughan              Director           March 28, 1995
John D. Gaughan                                     
                                                      
                                                      
                                                      
/s/Jeanne S. Stewart            Director           March 28, 1995
Jeanne S. Stewart                                    
                                
                                                      
                                                      
/s/Frank A. Modica              Director           March 28, 1995
Frank A. Modica                                     
                                                      
                                                      
                                                      
                              Director and         March 28, 1995
/s/H. Gregory Nasky            Secretary
H. Gregory Nasky                                    
                                                      
                                                      
                                                      
/s/George A. Zettler            Director           March 28, 1995
George A. Zettler                                    
                                                      
                                                      
                                                      
                                Director                  
Carolyn M. Sparks                                    
     
                                7    
<PAGE>

                          EXHIBIT INDEX
                                
EXHIBIT                   DESCRIPTION                     SEQUENTIAL
NUMBER                                                       PAGE
                                                            NUMBER
                                                               
 4.01   Specimen  Common  Stock  Certificate   for   the       
        Company's  Common  Stock is incorporated  herein
        by   reference  from  Amendment  No.  1  to  the
        Company's  Registration Statement  on  Form  S-3
        filed  July  8,  1994 (file no. 33-54325),  Item
        16, Exhibit 4.01.
 
 4.02   Showboat,   Inc.   1994  Executive   Long   Term       
        Incentive   Plan  is  incorporated   herein   by
        reference from the Company's Form 10-K  for  the
        Year  Ended  December 31, 1994,  Part  IV,  Item
        14(a)(3), Exhibit 10.37.
 
 4.03   Indenture  relating to the 9 1/4% First Mortgage  
        Bonds  Due  2008,  including form  of  Bond,  is
        incorporated  herein  by  reference   from   the
        Company's Form 8-K dated May 18, 1993,  Item  5,
        Exhibit 28.01.  First Supplemental Indenture  to
        the  9  1/4%  First Mortgage Bonds Due  2008  is
        incorporated  herein  by  reference   from   the
        Company's Form 10-K for the Year Ended  December
        31, 1994, Part IV, Item 14(a)(3), Exhibit 4.02.
 
 4.04   Indenture    relating   to   the   13%    Senior  
        Subordinated Notes Due 2009, including  form  of
        Note,  is  incorporated by  reference  from  the
        Company's  Form 8-K dated August 10, 1995,  Item
        5, Exhibit 28.01.
 
 5.01   Opinion of Kummer Kaempfer Bonner & Renshaw  re:      9
        legality of the securities being registered.
 
 23.01  Consent of KPMG Peat Marwick LLP.                     10
 
 23.02  Consent  of  Kummer Kaempfer  Bonner  &  Renshaw  
        included in Exhibit 5.01.
 
 24.01  Power  of  Attorney (included on  the  signature  
        page hereto).
                                
                                8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25008}]
As filed with the Securities and Exchange Commission
                       March  30,  1995
                                                   Registration No. 33-
-------------------------------------------------------------------------------
               
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                                

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

                                

                                

                         SHOWBOAT, INC.
     (Exact name of registrant as specified in its charter)

                                

         NEVADA                             88-0090766
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

                        2800 FREMONT STREET
                      LAS VEGAS, NEVADA 89104
 (Address of registrant's principal executive offices, including zip code)

     SHOWBOAT, INC. 1994 EXECUTIVE LONG TERM INCENTIVE PLAN
                    (Full title of the plan)
                                
                                
                      JOHN N. BREWER, ESQ.
                      JOHN C. JEPPSEN, ESQ.
                KUMMER KAEMPFER BONNER & RENSHAW
                          SEVENTH FLOOR
                   2800 HOWARD HUGHES PARKWAY
                     LAS VEGAS, NEVADA 89109
                         (702) 792-7000
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed     Amount of
   Title of each class of     Amount to    maximum      maximum    Registration
 Securities to be registered      be      offering     aggregate       Fee
                              registered  price per    offering         
                                 (1)      share(2)     price(2)
----------------------------- ----------  ---------  -------------- -----------
Common Stock, $1.00 par value 2,000,000    $18.253   $36,506,000.00 $12,590.00
(1)Represents  the maximum number of shares which may be distributed 
pursuant  to this Registration Statement, absent recapitalization 
provisions of the Plan.

(2)Computed  pursuant  to  Rule  457(h) solely for  purposes  of  determining  
the registration fee, based upon (i) the price of the Registrant's common
stock  as reported  on  the  New  York Stock Exchange on the date of grant
of  restricted shares  outstanding as of the date hereof (360,000 shares at 
$16.75  and  41,500 shares  at  $14.50);  (ii)  the  price  at  which  
options  to  purchase  shares outstanding as of the date hereof may be 
exercised (1,106,000 shares  at  $20.25 per share and 156,000 shares at 
$14.50) and (iii) with respect to the balance of the shares that may be sold
under the Plan, the average of the high and low sale prices  of  the  
Registrant's common stock as reported on  the  New  York  Stock Exchange on 
March 24, 1995, or $15.50 per share.
PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT
                                
Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The   following  documents  filed  by  Showboat,  Inc.  (the
"Company")  with  the  Securities and  Exchange  Commission  (the
"Commission") are incorporated herein by reference:

     (a)   The Company's Annual Report on Form 10-K for the  year
ended December 31, 1994, including all amendments; and

     (b)   The  description of the Company's common stock,  $1.00
par  value  (the  "Common Stock"), set forth  under  the  caption
"Description of Registrant's Securities to be Registered" in  the
Company's Registration Statement on Form 8, Amendment No.  1,  as
filed with the Commission on July 7, 1992, and all amendments and
reports  filed  thereafter  for  the  purpose  of  updating  such
description.

     All documents subsequently filed by the Company pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934  ("Exchange Act") prior to the filing  of  a  post-
effective  amendment which indicates that all securities  offered
hereby  have  been  sold  or  which de-registers  all  securities
remaining unsold, shall be deemed to be incorporated by reference
herein  and  to be a part hereof from the date of the  filing  of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  validity  of  the  issuance of the  securities  offered
hereby  is  being passed upon for the Company by Kummer  Kaempfer
Bonner  &  Renshaw,  Las Vegas, Nevada.   H.  Gregory  Nasky,  of
counsel to the law firm of Kummer Kaempfer Bonner & Renshaw, is a
Director and Secretary of the Company.  John N. Brewer, a  member
of  the  law  firm  of Kummer Kaempfer Bonner &  Renshaw,  is  an
Assistant Secretary of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     ARTICLES  OF  INCORPORATION.  Section 78.037 of  the  Nevada
Revised  Statutes  and  Article XI of the Company's  Articles  of
Incorporation  contain  provisions that eliminate  or  limit,  in
certain  situations,  the personal liability  of  a  director  or
officer  of  the  Company. The Articles of Incorporation  provide
that  a director or officer of the Company will not be personally
liable  to  the  Company or its shareholders for  breach  of  his
fiduciary duty as a director or officer, but Article XI does  not
eliminate or limit the director's or officer's liability for: (i)
acts or omissions which involve intentional misconduct, fraud  or
a  knowing  violation  of law; or (ii) the  unlawful  payment  of
distributions.

     BYLAWS.   Section 78.751 of the Nevada Revised Statutes  and
Article  VIII of the Company's Bylaws contain provisions for  the
indemnification of directors, officers, employees  or  agents  of
the  Company. The Company's Bylaws provide that the Company 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, by reason of the fact that such person is or was a

                                2
director, officer, employee or agent of the Company or is or  was
serving  at  the  request of the Company as a director,  officer,
employee  or  agent  of another corporation,  partnership,  joint
venture, trust or other enterprise. Such indemnification  may  be
against expenses, including attorneys' fees, judgments, fines and
amounts  paid in settlement actually and reasonably  incurred  by
such person in connection with such action, suit or proceeding if
such  person  acted  in  good faith and in  a  manner  which  the
individual  reasonably believed to be in or not opposed  to,  the
best  interests of the Company, and, with respect to any criminal
action  or  proceeding, had no reasonable cause to  believe  such
person's conduct was unlawful. Where the action or suit for which
indemnification is sought is one brought by or in the name of the
Company  to  procure  a  judgment  in  the  Company's  favor,  no
indemnification shall be made in respect to any claim, issue, for
matter as to which such person has been adjudged to be liable  or
negligent in the performance of such person's duty to the Company
unless and only to the extent that the court in which such action
or  suit  was brought shall determine upon application  that,  in
view  of all the circumstances of the case, such person is fairly
and   reasonably   entitled  to  indemnification,   despite   the
adjudication of liability.

     The indemnification discussed above shall only be made where
a  determination is made that such indemnification is  proper  in
the  circumstances  because such person has  met  the  applicable
standard of conduct discussed above.  Such determination is to be
made  (1) by a majority vote of a quorum of disinterested members
of the Board of Directors, (2) by independent legal counsel in  a
written  opinion,  if  such a quorum does not  exist  or  if  the
disinterested members of the Board of Directors so direct, or (3)
by the shareholders.

     To the extent that a director, officer, employee or agent of
the  Company  has been successful on the merits or  otherwise  in
defense  of any action, suit or proceeding of the type  discussed
above,  the  Bylaws state that such person shall  be  indemnified
against   expenses,  including  attorneys'  fees,  actually   and
reasonably incurred by him in connection with such defense.

     Expenses  incurred in defending a civil or criminal  action,
suit  or proceeding may be paid by the Company in advance of  the
final   disposition  of  such  action,  suit  or  proceeding   as
authorized  by  the  Board  of  Directors  upon  receipt  of   an
undertaking by or on behalf of the director, officer, employee or
agent  to  repay  such  amount  unless  it  shall  be  ultimately
determined that he is entitled to indemnification by the  Company
as authorized by the Bylaws.

     The  indemnification described above does  not  exclude  any
other  rights  to which a person seeking indemnification  may  be
entitled   under   any   agreement,  vote  of   shareholders   or
disinterested  directors under the Articles of  Incorporation  or
Bylaws, if amended to so provide in the future or otherwise,  and
the  above right 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  heirs,  executors, and administrators  of  such
person.

     The  Company's  Bylaws also indemnify  the  spouses  of  the
Company's directors and officers for such director's or officer's
acts if such spouses were or are a party or threatened to be made
a  party to any threatened, pending or completed action, suit  or
proceeding due to the fact that they are married to a director or
officer of the Company. Each spouse's indemnification rights  are
governed by Article VIII of the Bylaws.

     INDEMNIFICATION  AGREEMENTS. The Company  has  entered  into
indemnification  agreements with each  member  of  the  Board  of
Directors  and certain officers of the Company (individually,  an
"Indemnified Person"). Each agreement provides that  the  Company
will  hold  harmless  and indemnify such  Indemnified  Person  in
certain  specified instances and, in any event,  to  the  fullest
extent authorized or permitted by law. However, no such specified
indemnity  shall  be paid by the Company if payment  is  actually
made to such Indemnified Person under an insurance policy (except
in the event that an award is in excess of the insured amount, in
which  case  the payment may be made for such excess);  aggregate
losses   do   not  exceed  $1,000;  the  Indemnified  Person   is
indemnified  by  the  Company  otherwise  than  pursuant  to  the
indemnity   agreement;  a  judgment  is  rendered  against   such
Indemnified  Person  for  the  payment  of  dividends  or   other

                                3
distributions  in  violation  of Section  78.300  of  the  Nevada
Revised Statutes, as amended; a judgment is rendered against such
Indemnified Person for "short swing" profits pursuant to  Section
16(b)  of  the  Securities Exchange Act of 1934, as  amended,  or
similar  state and local laws; such Indemnified Person's  conduct
is  finally adjudged by a court of competent jurisdiction to have
involved intentional misconduct, fraud or a knowing violation  of
the  law and such conduct was material to the cause of action;  a
judgment  is rendered against such person by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, and  the
court determines that such Indemnified Person is not entitled  to
indemnity;  or,  except as otherwise provided in such  agreement,
the  Indemnified Person initiates or maintains an action  against
the Company or the Company's directors, of officers, employees or
other agents.

     All  agreements and obligations of the Company contained  in
the  indemnity  agreement shall continue during  the  period  the
person is serving in such position and shall continue so long  as
such person shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding.

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT                             
NUMBER                        DESCRIPTION
                                    
 4.01   Specimen  Common  Stock Certificate  for  the  Company's
        Common  Stock  is incorporated herein by reference  from
        Amendment  No. 1 to the Company's Registration Statement
        on  Form  S-3  filed July 8, 1994 (file  no.  33-54325),
        Item 16, Exhibit 4.01.
 
 4.02   Showboat,  Inc. 1994 Executive Long Term Incentive  Plan
        is  incorporated herein by reference from the  Company's
        Form  10-K  for the Year Ended December 31,  1994,  Part
        IV, Item 14(a)(3), Exhibit 10.37.
 
 4.03   Indenture  relating to the 9 1/4% First  Mortgage  Bonds  
        Due 2008, including form of Bond, is incorporated herein  
        by reference from the Company's Form 8-K dated  May  18,
        1993,   Item   5,  Exhibit  28.01.   First  Supplemental
        Indenture  to the 9 1/4% First Mortgage Bonds  Due  2008
        is  incorporated herein by reference from the  Company's
        Form  10-K  for the Year Ended December 31,  1994,  Part
        IV, Item 14(a)(c), Exhibit 4.02.
 
 4.04   Indenture relating to the 13% Senior Subordinated  Notes
        due  2009,  including form of Note, is  incorporated  by
        reference  from the Company's Form 8-K dated August  10,
        1994, Item 5, Exhibit 28.01.
 
 5.01   Opinion   of  Kummer  Kaempfer  Bonner  &  Renshaw   re:
        legality of the securities being registered.
 
 23.01  Consent of KPMG Peat Marwick LLP.
 
 23.02  Consent of Kummer Kaempfer Bonner & Renshaw included  in
        Exhibit 5.01.
 
 24.01  Power  of  Attorney  (included  on  the  signature  page
        hereto).
        
                                4
ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which the offers or
sales  are  being  made,  a  post-effective  amendment  to   this
registration  statement 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.

          (2)  That, for the purpose of determining any liability
under  the  Securities Act of 1933 (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; and

           (3)   To remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each  filing  of  the  registrant'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.

     (c)   Insofar  as  indemnification for  liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the  registrant  pursuant  to  the
foregoing  provisions,  or otherwise,  the  registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment of the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Securities Act and will be governed by the final adjudication
of such issue.

                                5
SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act,  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 Las Vegas, State of Nevada, on March 28, 1995.

                              SHOWBOAT, INC.
                                   
                                   
                              By:  
                                   J. Kell Houssels, III
                                   President  and Chief Executive
                                   Officer
                                   (Principal Executive Officer)
                                   
                        POWER OF ATTORNEY

     The  undersigned  directors and officers of  Showboat,  Inc.
hereby  appoint Leann Schneider or John N. Brewer as attorney-in-
fact  for  the undersigned, with full power of substitution,  for
and  in the name, place and stead of the undersigned, to sign and
file  with  the  Securities  and Exchange  Commission  under  the
Securities  Act  any and all amendments (including post-effective
amendments) and exhibits to this registration statement  and  any
and  all  applications and other documents to be filed  with  the
Securities and Exchange Commission pertaining to the registration
of  the  securities covered hereby, with full power and authority
to  do  and  perform  any  and  all acts  and  things  whatsoever
requisite  and  necessary  or  desirable,  hereby  ratifying  and
confirming  all that said attorney-in-fact, or his substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

     Pursuant  to  the requirements of the Securities  Act,  this
registration  statement has been signed by  the  persons  in  the
capacities and on the date indicated.

      Signers                    Title                  Date
                                                      
                                                      
                            Chairman of the        March 28, 1995
/s/J.K. Houssels                 Board
J.K. Houssels                                      
                                                      
                                                      
                          Director, President      March 28, 1995
/s/ J. Kell Houssels,III          and
J.Kell Houssels, III        Chief Executive               
                                Officer                   
                          (Principal Executive            
                                Officer)
                                                      
                            Vice President-        March 28, 1995
/s/Leann Schneider              Finance
Leann  Schneider          and Chief Financial             
                                Officer
                          (Principal Financial
                              Officer and
                          Principal Accounting
                                Officer)
                                                      
                                6
/s/William C. Richardson        Director           March 28, 1995
William C. Richardson                                      
                                      
                                                      
                                                      
/s/John D. Gaughan              Director           March 28, 1995
John D. Gaughan                                     
                                                      
                                                      
                                                      
/s/Jeanne S. Stewart            Director           March 28, 1995
Jeanne S. Stewart                                    
                                
                                                      
                                                      
/s/Frank A. Modica              Director           March 28, 1995
Frank A. Modica                                     
                                                      
                                                      
                                                      
                              Director and         March 28, 1995
/s/H. Gregory Nasky            Secretary
H. Gregory Nasky                                    
                                                      
                                                      
                                                      
/s/George A. Zettler            Director           March 28, 1995
George A. Zettler                                    
                                                      
                                                      
                                                      
                                Director                  
Carolyn M. Sparks                                    
     
                                7
EXHIBIT INDEX
                                
EXHIBIT                   DESCRIPTION                     SEQUENTIAL
NUMBER                                                       PAGE
                                                            NUMBER
                                                               
 4.01   Specimen  Common  Stock  Certificate   for   the       
        Company's  Common  Stock is incorporated  herein
        by   reference  from  Amendment  No.  1  to  the
        Company's  Registration Statement  on  Form  S-3
        filed  July  8,  1994 (file no. 33-54325),  Item
        16, Exhibit 4.01.
 
 4.02   Showboat,   Inc.   1994  Executive   Long   Term       
        Incentive   Plan  is  incorporated   herein   by
        reference from the Company's Form 10-K  for  the
        Year  Ended  December 31, 1994,  Part  IV,  Item
        14(a)(3), Exhibit 10.37.
 
 4.03   Indenture  relating to the 9 1/4% First Mortgage  
        Bonds  Due  2008,  including form  of  Bond,  is
        incorporated  herein  by  reference   from   the
        Company's Form 8-K dated May 18, 1993,  Item  5,
        Exhibit 28.01.  First Supplemental Indenture  to
        the  9  1/4%  First Mortgage Bonds Due  2008  is
        incorporated  herein  by  reference   from   the
        Company's Form 10-K for the Year Ended  December
        31, 1994, Part IV, Item 14(a)(3), Exhibit 4.02.
 
 4.04   Indenture    relating   to   the   13%    Senior  
        Subordinated Notes Due 2009, including  form  of
        Note,  is  incorporated by  reference  from  the
        Company's  Form 8-K dated August 10, 1995,  Item
        5, Exhibit 28.01.
 
 5.01   Opinion of Kummer Kaempfer Bonner & Renshaw  re:      9
        legality of the securities being registered.
 
 23.01  Consent of KPMG Peat Marwick LLP.                     10
 
 23.02  Consent  of  Kummer Kaempfer  Bonner  &  Renshaw  
        included in Exhibit 5.01.
 
 24.01  Power  of  Attorney (included on  the  signature  
        page hereto).
                                
                                8