APPENDIX A   -   Filed  pursuant  to  Schedule  14A,  Item 10, in 
connection  with  the Proxy Statement  for  the Annual Meeting of
Shareholders of Showboat, Inc. to be held on May 30, 1996.

                         SHOWBOAT, INC.
                                
                1989 DIRECTORS' STOCK OPTION PLAN
                                
            AS AMENDED AND RESTATED JANUARY 30, 1996
                                
1.   Purpose

           The  Showboat, Inc.  1989 Directors' Stock Option Plan
(the   "Plan")   is   intended  to  promote  the   interests   of
Showboat,  Inc.  (the  "Corporation")  and  its  subsidiaries  by
offering members of the Board of Directors of the Corporation who
are not employed as regular salaried officers or employees of the
Corporation  or any of its subsidiaries (hereinafter referred  to
as  "Non-Employee Directors" or "Optionees") the  opportunity  to
participate  in  a stock option plan in order to  encourage  Non-
Employee Directors to take a long term view of the affairs of the
Corporation;  to  attract and retain new  top-notch  Non-Employee
Directors;  and  to aid in rewarding Non-Employee  Directors  for
their services to the Corporation.

2.   Administration

           The  Plan  shall be administered by a  Committee  (the
"Committee") of not less than two Non-Employee Directors  of  the
Corporation  selected  by, and serving at the  pleasure  of,  its
Board  of Directors (the "Board").  The Committee shall not  have
any  discretion to determine or vary any matters which are  fixed
under  the terms of the Plan including, without limitation, which
individuals shall receive option awards, how many shares  of  the
Corporation's  stock shall be subject to each such option  award,
what  the exercise price of stock covered by an option shall  be,
and what means of payment shall be acceptable.

           The  Committee shall have the authority  to  otherwise
interpret  the  Plan  and  make all determinations  necessary  or
advisable for its administration.

           The  Committee's  decisions under the  Plan  shall  be
subject to approval of the Board.

3.   Eligibility

           Only  Non-Employee Directors will be  eligible  to  be
granted awards.

4.   Stock Subject to the Plan

          The stock from which awards may be granted shall be the
Corporation's  $1.00  par  value Common Stock  ("Common  Stock").
When  options  are  exercised, the Corporation may  either  issue
authorized but unissued shares of Common Stock or



transfer issued shares of Common Stock held in its treasury.  The
total  number of shares of Common Stock which may be  granted  as
stock options shall not exceed 120,000.  If an option expires, or
is  otherwise terminated prior to its exercise, the Common  Stock
covered by such an option immediately prior to such expiration or
other  termination shall continue to be available for grant under
the Plan.

5.   Grant and Amount of Options

     5.1 Initial Grant of Options

          The date of the initial option grant for a Non-Employee
     Director  serving his or her term upon approval of the  Plan
     shall  be  the  date  that  the  Plan  is  approved  by  the
     shareholders.  The date of the initial option  grant  for  a
     Non-Employee  Director commencing his or her term  shall  be
     the date that he or she is elected to the Board of Directors
     by  the  shareholders  at  any special  or  annual  meeting;
     provided however, that if an Employee Director becomes a Non-
     Employee Director, the initial grant of options for such Non-
     Employee  Director  shall be made at  the  next  special  or
     annual  shareholders'  meeting, even  if  such  Non-Employee
     Director  is  not a candidate for election to the  Board  of
     Directors.   The initial option grant shall be  to  purchase
     5,000 shares of Common Stock (subject to adjustment pursuant
     to Section 7).

     5.2  Annual Grant of Options

            All   annual  awards  of  options  shall  be  granted
     immediately  following the close of the annual shareholder's
     meeting , with the first annual grant effective at the  1990
     annual  shareholder's meeting.  The  annual awards  of  such
     option  grants  will be to purchase 1,000 shares  of  Common
     Stock  (subject  to adjustment pursuant to Section  7),  and
     such  awards  will  be granted each year  until  the  shares
     reserved for the Plan, under Section 4, are exhausted or the
     Plan otherwise expires.

       5.3    Transition  Provision  for  the  January  30,  1996
              Amendments

           Under  the Plan, as amended and restated February  25,
     1993,   for 1995 certain Optionees did not receive an annual
     award of options ("1995 Optionees").  Therefore, because the
     Plan  has  been amended by the shareholders to  provide  for
     continuing  and uninterrupted annual grants of  options  for
     the  term  of  the  Plan,  the 1995 Optionees  are  granted,
     immediately   following  the  close  of  the   1996   annual
     shareholders' meeting, an annual award of options  for  1995
     (at  the  same  exercise  price established  for  the  other
     Optionees who received an annual award of options for 1996),
     in  addition  to the regular annual award of options  to  be
     granted following the close of the 1996 annual shareholders'
     meeting.



6.   Terms and Conditions of Options

           Options  shall be designated non-qualified options  or
not  qualified as Incentive Stock Options under Section  422A  of
the  Internal Revenue Code of 1954, as amended (the "Code"),  and
shall  be  evidenced  by  written  instruments  approved  by  the
Committee.  Such instruments shall conform to the following terms
and conditions.

     6.1  Option Price

           The  option price shall be the greater of  $7.625  per
     share  or  100%  of the fair market value of the  shares  of
     Common Stock under option.  The fair market value per  share
     shall  be  the  mean of the high and the low prices  of  the
     Common  Stock on the Consolidated Trading Tape on  that  day
     or,  if no sale of Common Stock is recorded on such Tape  on
     that day, then on the next preceding day on which there  was
     such a sale.  The option price shall be paid (i)  in cash or
     (ii)  in shares of Common Stock of the Corporation having  a
     fair market value equal to such option price or (iii)  in  a
     combination  of cash and shares of Common Stock.   The  fair
     market  value  of  shares of Common Stock delivered  to  the
     Corporation  pursuant to the immediately preceding  sentence
     shall be determined on the basis of the mean of the high and
     low  price  for a share of Common Stock on the  Consolidated
     Trading Tape on the day of exercise or, if there was no such
     sale  on the day of exercise, on the day next preceding  the
     day of exercise on which there was such a sale.
     
     6.2  Exercise and Term of Options
     
          Each option shall be exercisable in full one year after
     the date of grant.

           Except  in  special circumstances, each  option  shall
     expire  the latter of the tenth anniversary of the  date  of
     its  grant  or  two  years after the  Non-Employee  Director
     retires.

           After  becoming  exercisable, each  installment  shall
     remain  exercisable until expiration or termination  of  the
     option.   After  becoming  exercisable  an  option  may   be
     exercised by the Optionee from time to time, in whole or  in
     part, up to the total number of shares with respect to which
     it  is  then  exercisable.  The Committee may  provide  that
     payment  of the option exercise price may be made  following
     delivery of the certificate for the exercised shares.

          Upon the exercise of a stock option, the purchase price
     will  be  payable  in  full in cash  or  its  equivalent  in
     property  acceptable to the Corporation.  In the  discretion
     of  the  Committee, the purchase price may be  paid  by  the
     assignment  and  delivery to the Corporation  of  shares  of
     Common Stock or a combination of cash and such shares  equal
     in  value to the purchase price.  Any shares of Common Stock
     so assigned and delivered to the Corporation in payment or



     partial payment of the purchase price will be valued at Fair
     Market Value on the exercise date.  Upon the exercise  of  a
     non-qualified  stock option, the corporation shall  withhold
     from the shares of Common Stock to be issued to the eligible
     Optionee  the  number  of shares necessary  to  satisfy  the
     Corporation's  obligation to withhold  Federal  taxes,  such
     determination to be based on the shares' Fair  Market  Value
     on the date of exercise.

     6.3  Termination of Directorship

          If an Optionee ceases, other than by reason of death or
     retirement,  to  be  elected  to  serve  on  the  Board   of
     Directors,   all  options  granted  to  such  Optionee   and
     exercisable on the date of termination of Directorship shall
     expire  on  the earlier of (i)  the tenth anniversary  after
     the  date  of  grant or (ii)  one year after  the  day  such
     Optionee's term ends.

     6.4  Exercise Upon Death of Optionee

           If  an Optionee dies, the option may be exercised,  to
     the  extent of the number of shares that the Optionee  could
     have  exercised on the date of such death, by the Optionee's
     estate,  personal representative or beneficiary who acquires
     the   option  by  will  or  by  the  laws  of  descent   and
     distribution.  Such exercise may be made at any  time  prior
     to  the earlier of (i)  the tenth anniversary after the date
     of  grant  or (ii)  the third anniversary of such Optionee's
     death.   On  the  earlier of such dates,  the  option  shall
     terminate.   The Committee may approve all cash payments  to
     the  estate of an Optionee if circumstances warrant  such  a
     decision.
          
     6.5               Assignability
     
           No  option shall be assignable or transferable by  the
     Optionee  except  by  will or by the  laws  of  descent  and
     distribution  and  during the lifetime of the  Optionee  the
     option shall be exercisable only by such Optionee.
     
7.  Capital Adjustments
 
         The  number and price of shares of Common Stock covered
by  each  award of options and the total number of  shares  that
may  be  granted under the Plan shall be proportionally adjusted
to   reflect,  as  deemed  equitable  and  appropriate  by   the
Committee  and  subject to any required action by  shareholders,
any   stock   dividend   or  split,  recapitalization,   merger,
consolidation,   spin-off,   reorganization,   combination    or
exchange of shares or other similar corporate change.
 

 
8.   Change of Control
 
           Notwithstanding the provisions of Section 6,  in  the
event  of  a  change of control, all vesting on all  unexercised
stock  options  will accelerate to the change of  control  date.
For  purposes  of  this  Plan,  a "Change  of  Control"  of  the
Corporation  shall be deemed to have occurred at  such  time  as
(a)   any  "person"  (as the term is used in Section  13(d)  and
14(d)  of  the  Securities  Exchange Act  of  1934,  as  amended
("Exchange  Act") becomes the "beneficial owner" (as defined  in
Rule  13d-3 under the Exchange Act), directly or indirectly,  of
securities of the Corporation representing 25.0% or more of  the
combined   voting   power   of  the  Corporation's   outstanding
securities  ordinarily having the right to vote at the  election
of  directors;  or (b)  individuals who constitute the Board  of
Directors  on the date hereof (the "Incumbent Board") cease  for
any  reason to constitute at least a majority thereof,  provided
that  any  person  becoming a director subsequent  to  the  date
hereof  whose  election was approved by at least a  majority  of
the   directors  comprising  the  Incumbent  Board,   or   whose
nomination for election was approved by a majority of the  Board
of  Directors  of  the Corporation serving  under  an  Incumbent
Board, shall be, for purposes of this clause (b), considered  as
he   or   she  were  a  member  of  the  Incumbent  Board;    or
(c)   merger, consolidation or sale of all or substantially  all
the  assets  of  the Corporation occurs, unless such  merger  or
consolidation shall have been affirmatively recommended  to  the
Corporation's  stockholders  by  a  majority  of  the  Incumbent
Board;   or  (d)   a  proxy  statement soliciting  proxies  from
stockholders  of  the  Corporation by  someone  other  than  the
current   management  of  the  Corporation  seeking  shareholder
approval  of  a  plan or reorganization, merger or consolidation
of  the Corporation with one or more corporations as a result of
which  the  outstanding  shares of the Corporation's  securities
are  actually exchanged for or converted into cash  or  property
or   securities  not  issued  by  the  Corporation  unless   the
reorganization,   merger  or  consolidation  shall   have   been
affirmatively  recommended to the Corporation's shareholders  by
a majority of the Incumbent Board.
 
9.   Approvals
 
           The  issuance  of shares pursuant  to  this  Plan  is
expressly  conditioned  upon obtaining all  necessary  approvals
from  the  Nevada  Gaming Commission and the New  Jersey  Casino
Control  Commission, and upon obtaining shareholder approval  of
the Plan.
 
10.  Effective Date of Plan and Amendments
 
           The  effective date of the Plan is August  22,  1989.
The  Plan  will  become effective as of that date provided  that
the  Plan receives the approval of the holders of a majority  of
the  outstanding  shares of Common Stock  at  the  Corporation's
1990  Annual Meeting of Shareholders.  If such approval  is  not
forthcoming,  the  Plan  shall  be  null  and  void.   The  Plan
amendments, dated January 30, 1996, ("Amendments")
 

 
will  become  effective  as  of  that  date  provided  that  the
Amendments receive the approval of the holders of a majority  of
the  outstanding  shares of Common Stock  at  the  Corporation's
1996  Annual Meeting of Shareholders.  If such approval  is  not
forthcoming, the Amendments shall be null and void.
 
11.  Term;  Amendment of Plan
 
           This Plan shall expire on August 21, 1999 (except  to
options outstanding on that date).  The Board may terminate  the
Plan  at  any time.  The Board may amend the Plan at  any  time,
provided however, the provisions of Section 5 pertaining to  the
amount  of  options to be granted and the timing of such  option
grants  and  the  provisions of Section 6.1  pertaining  to  the
option  price  of  the Common Stock under option  shall  not  be
amended  more than once every six months, other than to  comport
with   changes  in  the  Internal  Revenue  Code  or  the  rules
thereunder.    Further  provided  however,  that,  without   the
approval of the holders of a majority of the outstanding  shares
of  Common Stock:  the total number of shares that may be  sold,
issued  or  transferred  under the Plan  may  not  be  increased
(except  by  adjustment pursuant to Section 7);  the  provisions
of  Section  3  regarding eligibility may not be modified;   the
purchase  price  at  which shares may  be  offered  pursuant  to
options  may  not be reduced (except by adjustment  pursuant  to
Section  7);   and the expiration date of the Plan  may  not  be
extended  and no change may be made which would cause  the  Plan
not  to  comply with Rule 16b-3 of the Exchange Act.  No  action
of  the Board or shareholders, however, may, without the consent
of  an  Optionee, alter or impair such Optionee's  rights  under
any option previously granted.
 
12.  Withholding Taxes
 
           The  Corporation  shall  have  the  right  to  deduct
withholding  taxes from any payments made pursuant to  the  Plan
or  to  make  such  other provisions as it  deems  necessary  or
appropriate  to  satisfy its obligations  to  withhold  Federal,
state  or  local  income or other taxes incurred  by  reason  of
payments  or  the issuance of shares of Common Stock  under  the
Plan.   Whenever under the Plan, shares of Common Stock  are  to
be  delivered upon exercise of an option, the Committee shall be
entitled to require as a condition of delivery that the  grantee
remit  an  amount sufficient to satisfy all Federal,  state  and
other government withholding tax requirements related thereto.
 
13.  Plan Not a Trust
 
           Nothing  contained in the Plan and  no  action  taken
pursuant  to the Plan shall create or  be construed to create  a
trust  of  any  kind, or a fiduciary relationship,  between  the
Corporation  and  any Optionee, the executor,  administrator  or
other  personal  representative, or  designated  beneficiary  of
such  Optionee, or any other persons.  Any reserves that may  be
established  by  the  Corporation in connection  with  the  Plan
shall  continue  to  be  part  of  the  general  funds  of   the
Corporation  and  no  individual  or  entity  other   than   the
Corporation shall have any interest in such funds
 

 
until  paid  to  an  Optionee.  If and to the  extent  that  any
Optionee  or  such Optionee's executor, administrator  or  other
personal  representative, as the case may be, acquires  a  right
to  receive  any  payment from the Corporation pursuant  to  the
Plan,  such  right  shall be no greater than  the  right  of  an
unsecured general creditor of the Corporation.
 
14.  Notices
 
           Each Optionee shall be responsible for furnishing the
Committee  with the current and proper address for  the  mailing
of  notices  and delivery of agreements, Common Stock  and  cash
pursuant to the Plan.  Any notices required or permitted  to  be
given  shall be deemed given if directed to the person  to  whom
addressed  at  such address and mailed by regular United  States
mail,  first-class  and prepaid.  If any  item  mailed  to  such
address  is returned as undeliverable to the addressee,  mailing
will  be  suspended  until  the Optionee  furnishes  the  proper
address.   This  provision shall not be construed  as  requiring
the  mailing of any notice or notification if such notice is not
required under the terms of the Plan or any applicable law.
15.  Separability of Provisions
 
           If  any  provision of this Plan shall be held invalid
or  unenforceable, such invalidity or unenforceability shall not
affect  any  other  provisions hereof, and this  Plan  shall  be
construed  and  enforced  as  if such  provision  had  not  been
included.
 
16.  Payment to Minors, etc.
 
           Any benefit payable to or for the benefit of a minor,
an  incompetent person or other person incapable  of  receipting
therefor  shall  be  deemed  paid when  paid  to  such  person's
guardian  or  to the party providing or reasonably appearing  to
provide  for  the  care of such person, and such  payment  shall
fully   discharge  the  Committee,  the  Corporation  and  other
parties with respect thereto.
 
17.  Headings and Captions

           The  headings  and captions herein are  provided  for
reference and convenience only, shall not be considered part  of
the  Plan, and shall not be employed in the construction of  the
Plan.
 
18.  Controlling Law
 
          This Plan shall be construed and enforced according to
the laws of the States of New Jersey and Nevada to the extent not
preempted by federal law, which shall otherwise control.