FORM 8-A
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
            PURSUANT TO SECTION 12(b) or (g), OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
                                
                         SHOWBOAT, INC.
       (Exact name of registrant as specified in charter)
                                
                                
            Nevada                          88-0090766
  (State of incorporation or             (I.R.S. Employer
        organization)                   Identification No.)



2800 Fremont Street, Las Vegas, Nevada                      89104
(Address of principal executive offices)               (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class          Name of exchange on which each
     to be so registered             class is to be registered
                                                 
13% Senior Subordinated Notes         New York Stock Exchange
due 2009 in principal amount
 of $120,000,0000


If  this  Form  relates to the registration of a  class  of  debt
securities  and  is  effective upon filing  pursuant  to  General
Instruction  A.(c)(1),  please  check  the  following  box.   [X]
[Added  in Release No. 34-34922 (Par. 85,450), effective December  
7, 1994, 59 F.R. 55342.]

      If this Form relates to the registration of a class of debt
securities  and  is to become effective simultaneously  with  the
effectiveness  of a concurrent registration statement  under  the
Securities Act of 1933 pursuant to General Instruction  A.(c)(2),
please  check  the following box [ ]  [Added in Release  No.  34-
34922 (Par. 85,450), effective December 7, 1994, 59 F.R. 55342.]

Securities to be registered pursuant to Section 12(g) of the Act:

                              None
                        (Title of Class)
                                

                                
ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     The  information  required  for this  item  is  incorporated
herein by reference from the Company's Prospectus (file number 33-
54325)  filed  with  the Commission pursuant to  Rule  424(b)  on
August 3, 1994, registering the 13% Senior Subordinated Notes due
2009  in the principal amount of $120,000,000 ("Notes") with  the
Securities and Exchange Commission.

ITEM 2.   EXHIBITS

Exhibit  
 No.   DESCRIPTION OF EXHIBIT

 1.    Restated  Articles of Incorporation of the  Company  dated
       June 28, 1985 is incorporated herein by reference from the
       Company's Form 10-K for the year Ended December 31,  1988,
       Part IV, Item 14(a)(3), Exhibit 3.01.
       
 2.    Restated Bylaws of the Company dated February 25, 1993  is
       incorporated  herein by reference from the Company's  Form
       10-K  for the Year Ended December 31, 1993, Part IV,  Item
       14(a)(3), Exhibit 3.02.
       
 3.    Form  of Indenture relating to the 13% Senior Subordinated
       Notes  due  1009 is incorporated herein by reference  from
       the  Company's Form 8-K (file number 1-7123) filed  August
       23, 1994.
       
 4.    Specimen  Note  Certificate relating  to  the  13%  Senior
       Subordinated Notes due 1009, including guaranties of Ocean
       Showboat, Inc., Atlantic City Showboat, Inc. and  Showboat
       Operating  Company,  is incorporated herein  by  reference
       from  the  Company's Form 8-K (file number  1-7123)  filed
       August 23, 1994.
       

                            SIGNATURE
                                
     Pursuant to the requirements of Section 12 of the Securities
Exchange  Act  of  1934,  the registrant  has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereto duly authorized.

                                 SHOWBOAT, INC.

                                
Date  April 3, 1996              By  /s/ John N. Brewer
                                     John N. Brewer
                                     Assistant Secretary