S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Monarch Casino & Resort, Inc.

(Exact name of registrant as specified in its charter)

Nevada	88-0300760
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3800 S. Virginia St., Reno, NV	89502
(Address of Principal Executive Offices)	(Zip Code)

Monarch Casino & Resort, Inc. 1993 Executive Long-Term Incentive Plan

(Full title of the plan)

Ronald Rowan

Chief Financial Officer

Monarch Casino & Resort, Inc.

3800 S. Virginia St.

Reno, NV 89502

(Name and address telephone number of agent for service)

(775) 335-4600

(Telephone number, including area code, of agent for service)

Copies to:

Michael J. Bonner

Greenberg Traurig, LLP

3773 Howard Hughes Parkway, Suite 400 North

Las Vegas, Nevada 89169

(702) 792-3773

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller-reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee(3)
Common Stock, $0.01 par value	300,000 shares	$	10.89	$	3,267,000.00	$	374.40

(1)Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

(2)Computed solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Stock Market on January 19, 2012.

(3)Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 300,000 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 1993 Executive Long-Term Incentive Plan.  The contents of the earlier registration statements relating to the 1993 Executive Long-Term Incentive Plan previously filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2002 (File No. 333-85418) and July 2, 2007 (File No. 333-144253) are incorporated herein by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.

The following material previously filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

1.The Registrant’s Annual Report on Form 10-K for the annual period ended December 31, 2010.

2.The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011; June 30, 2011 and September 30, 2011.

3.The Registrant’s Reports filed on Form 8-K on February 25, 2011; April 21, 2011; May 10, 2011; July 21, 2011; September 30, 2011; October 4, 2011; October 5, 2011 and October 19, 2011.

4.The description of the Common Stock of the Registrant contained in the Registration Statement on Form 8-A filed on July 15, 1993 and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of the Registrant’s common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document all or part of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement.

Item 8.         Exhibits

Exhibit Number	Description
4.1	Monarch Casino & Resort, Inc. 1993 Executive Long-Term Incentive Plan, as amended. (Filed as Appendix B to the Registrant’s Proxy Statement filed with the SEC pursuant to Section 14(a) of the Exchange Act on March 25, 2011 and incorporated herein by this reference.)

2

Exhibit Number	Description
5.1	Opinion of Greenberg Traurig regarding the legality of the securities being registered is filed herewith and incorporated herein by reference.
23.1	Consent of Ernst & Young, LLP is filed herewith and is incorporated herein by reference.
23.2	Consent of Greenberg Traurig (included in Exhibit 5.1).
24.1	Power of Attorney (contained on the signature page hereto).

3

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 of 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 Reno, State of Nevada, on January 25, 2012.

	Monarch Casino & Resort, Inc.
By:	/s/ Ronald Rowan
	Ronald Rowan Treasurer and Chief Financial Officer

4

POWER OF ATTORNEY

Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Ronald Rowan, as a true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign the registration statement filed herewith and any or all amendments to said registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorney-in-fact and agent the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE	TITLE	DATE
/s/ John Farahi	Co-Chairman of the Board of Directors, Chief	January 25, 2012
John Farahi	Executive Officer (Principal Executive
	Officer) and Director
/s/ Bob Farahi	Co-Chairman of the Board of Directors,	January 25, 2012
Bob Farahi	President, and Director
/s/ Ronald Rowan	Treasurer and Chief Financial Officer	January 25, 2012
Ronald Rowan	(Principal Financial Officer and Principal
	Accounting Officer)
/s/ Craig F. Sullivan	Director	January 25, 2012
Craig F. Sullivan
/s/ Ronald R. Zideck	Director	January 25, 2012
Ronald R. Zideck
/s/ Yvette E. Landau	Director	January 25, 2012
Yvette E. Landau

5

EXHIBIT INDEX

Exhibit Number	Description
4.1	Monarch Casino & Resort, Inc. 1993 Executive Long-Term Incentive Plan, as amended. (Filed as Appendix B to the Registrant’s Proxy Statement filed with the SEC pursuant to Section 14(a) of the Exchange Act on March 25, 2011 and incorporated herein by this reference.)
5.1	Opinion of Greenberg Traurig regarding the legality of the securities being registered.
23.1	Consent of Ernst & Young, LLP.
23.2	Consent of Greenberg Traurig (included in Exhibit 5.1).
24.1	Power of Attorney (contained on the signature page hereto).

6

EX-5.1

Exhibit 5.1

[Greenberg Traurig, LLP Letterhead]

January 25, 2012

MONARCH CASINO & RESORT, INC.

3800 S. Virginia Street

Reno, NV 89502

Re:Monarch Casino & Resort, Inc.

Ladies and Gentlemen:

We have acted as counsel for MONARCH CASINO & RESORT, INC., a Nevada corporation (the “Company”), in connection with a total of 300,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value (“Common Stock”), issuable pursuant to an amendment to the Company’s 1993 Executive Long-Term Incentive Plan (as amended, the “Plan”), which increased the aggregate number of shares of Common Stock available for issuance thereunder from 1,500,000 shares to 1,800,000 shares.  This opinion letter is submitted to you at your request in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission with respect to the issuance of the Shares.

In connection with this opinion letter, we have examined and relied upon copies of the following documents, together with such other documents as we deemed necessary or advisable to render the opinions herein expressed:

1.The articles of incorporation and bylaws of the Company as are currently in effect;

2.A certificate of the Company as to certain factual matters, including adoption of certain resolutions of the board of directors; and

3.The Plan.

In making the foregoing examinations, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents and completeness of all documents submitted to us as certified or photostatic, facsimile or electronic copies and the authenticity of the originals of such certified or copied documents.  We have assumed that the Plan and any award agreements under the Plan have been or will be duly executed and delivered by the parties and are or will be valid and legally binding on the parties.  We have further assumed that the Company has reserved for issuance an adequate number of authorized and unissued shares of Common Stock for issuance under the Plan.  As to various questions of fact material to this opinion letter, we have relied upon and assumed that accuracy and completion of certificates, records and reports furnished to us by the Company and various state authorities and public officials, without independently checking or verifying the accuracy of such certificates, records and reports.

Based upon the foregoing and in reliance thereon and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

The Shares have been duly authorized and, when issued and delivered pursuant to the terms of the Plan and the applicable award agreement, and upon payment of the exercise price therefor and satisfaction of other requisite consideration, will be validly issued, fully paid and nonassessable.

The opinions expressed herein are specifically limited to the laws of the State of Nevada and the federal laws of the United States of America and are as of the date hereof.  We disclaim any express or implied undertaking or obligation to update or supplement such opinions for, or to advise of, any subsequent change of law or fact (even though the change may affect the legal analysis or a legal conclusion in this opinion letter).  This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly stated herein.  This opinion letter is rendered only to you and is solely for your benefit in connection with the transaction covered hereby.  This opinion letter may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.  In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-85418, 333-144253) pertaining to the Executive Long-Term Incentive Plan of Monarch Casino & Resort, Inc. of our reports dated March 15, 2011, with respect to the consolidated financial statements and schedules of Monarch Casino & Resort, Inc. and the effectiveness of internal control over financial reporting of Monarch Casino & Resort, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Las Vegas, Nevada

January 25, 2012