SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)


Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-
     6(e)(2))
[x]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12


                             BOARDWALK CASINO, INC.
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                           ANDREW N. BERNSTEIN, ESQ.
    (NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)


Payment of Filing Fee (Check the appropriate box):
[x]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     1)  Title of each class of securities to which transaction applies:
         ----------------------------------------------------------------------

     2)  Aggregate number of securities to which transaction applies:
         ----------------------------------------------------------------------

     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):
         ----------------------------------------------------------------------

     4)  Proposed maximum aggregate value of transaction:
         ----------------------------------------------------------------------

     5)  Total fee paid:
         ----------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:
         ----------------------------------------------------------------------

     2)  Form, Schedule or Registration Statement No.:
         ----------------------------------------------------------------------

     3)  Filing Party:
         ----------------------------------------------------------------------

     4)  Date Filed:
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                             BOARDWALK CASINO, INC.
                         3750 LAS VEGAS BOULEVARD SOUTH
                            LAS VEGAS, NEVADA 89109
                           TELEPHONE: (702) 735-2400



                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                     TO BE HELD THURSDAY, DECEMBER 19, 1996



To the Shareholders:

     PLEASE TAKE NOTICE that a Special Meeting of Shareholders (the "Meeting) of
Boardwalk Casino, Inc. (the "Company") will be held at the Holiday Inn Casino
Boardwalk, 3750 Las Vegas Boulevard South, Las Vegas, Nevada 89109, on Thursday,
December 19, 1996, at 11:00 a.m., local time, for the following purpose:

     1.  To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from 15,000,000 to
50,000,000 (the "Proposal").

     The Board of Directors has fixed the close of business on November 18,
1996, as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting and at any adjournment or adjournments
thereof.

     A Proxy Statement which describes the foregoing Proposal and a form of
Proxy accompany this Notice.

                                             By Order of the Board of Directors



                                             Louis J. Sposato
                                             Secretary
Dated: November 22, 1996



                                   IMPORTANT

     WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE
WHICH REQUIRES NO POSTAGE.  ANY SHAREHOLDER GRANTING A PROXY MAY REVOKE THE SAME
AT ANY TIME PRIOR TO ITS EXERCISE.  ALSO, WHETHER OR NOT YOU GRANT A PROXY, YOU
MAY VOTE IN PERSON IF YOU ATTEND THE MEETING.

 
                             BOARDWALK CASINO, INC.
                         3750 LAS VEGAS BOULEVARD SOUTH
                            LAS VEGAS, NEVADA 89109


                                PROXY STATEMENT


                        SPECIAL MEETING OF SHAREHOLDERS
                     TO BE HELD THURSDAY, DECEMBER 19, 1996


                             SOLICITATION OF PROXY

     The accompanying proxy is solicited on behalf of the Board of Directors of
Boardwalk Casino, Inc. (the "Company") for use at the Special Meeting of
Shareholders of the Company (the "Meeting") to be held at the Holiday Inn Casino
Boardwalk, 3750 Las Vegas Boulevard South, Las Vegas, Nevada 89109, on Thursday,
December 19, 1996, and at any adjournment or adjournments thereof.  In addition
to the use of the mails, proxies may be solicited by personal interview,
telephone or telegraph by officers, directors and other employees of the
Company, who will not receive additional compensation for such services.  The
Company may also request brokerage houses, nominees, custodians and fiduciaries
to forward the soliciting material to the beneficial owners of stock held of
record and will reimburse such persons for forwarding such material at the rates
suggested by the New York Stock Exchange.  The Company will bear the cost of
this solicitation of proxies.  Such costs are expected to be nominal.  Proxy
solicitation will commence with the mailing of this Proxy Statement on or about
November 22, 1996.

     Execution and return of the enclosed proxy will not affect a shareholder's
right to attend the Meeting and to vote in person.  Any shareholder executing a
proxy retains the right to revoke it at any time prior to exercise at the
Meeting.  A proxy may be revoked by delivery of written notice of revocation to
the Secretary of the Company, by execution and delivery of a later proxy or by
voting the shares in person at the Meeting.  A proxy, when executed and not
revoked, will be voted in accordance with the instructions thereon.  In the
absence of specific instructions, proxies will be voted by the person named in
the proxy "FOR" the proposal to approve an amendment to the Company's Articles
of Incorporation to increase the number of authorized shares of Common Stock
from 15,000,000 to 50,000,000.

                                PURPOSE OF MEETING

     As stated in the Notice of Special Meeting of Shareholders accompanying
this Proxy Statement, the only business to be conducted and the only matter to
be considered and acted upon at the Meeting is as follows:

     1.  To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from 15,000,000 to
50,000,000 (the "Proposal").

 
                               VOTING AT MEETING

     The voting securities of the Company consist solely of common stock, $.001
par value per share (the "Common Stock").

     The record date for shareholders entitled to notice of and to vote at the
Meeting is the close of business on November 18, 1996, at which time the Company
had outstanding and entitled to vote at the Meeting 7,179,429 shares of Common
Stock.  Shareholders are entitled to one vote, in person or by proxy, for each
share of Common Stock held in their name on the record date.  Shareholders
representing a majority of the Common Stock outstanding and entitled to vote
must be present or represented by proxy to constitute a quorum.

     Approval of the Proposal will require the affirmative vote of the holders
of a majority of the Common Stock outstanding and entitled to vote at the
Meeting.


                                STOCK OWNERSHIP

     The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of October 4, 1996, by (i) all persons known by
the Company to be the owner, of record or beneficially, of more than five
percent of the outstanding Common Stock, (ii) each director of the Company and
(iii) all directors and executive officers as a group.  Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities.  Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of October 4, 1996 are deemed outstanding for
computing the percentage of the person holding such securities but are not
outstanding for computing the percentage of any other person.

     As far as is known to management of the Company, no person owned
beneficially more than five percent of the outstanding shares of Common Stock as
of October 4, 1996 except as set forth below.


 
                                      SHARES BENEFICIALLY
    NAME                                    OWNED            PERCENT OF SHARES
    ----                              -------------------    -----------------
                                                          
 
Norbert W. Jansen and Avis Jansen,       3,067,589                  42.7
  Trustees u/a/d 07/14/93 (1)
 
Norbert W. Jansen (1)                    3,210,089 (3)              43.8
 
Avis P. Jansen (1)(2)                    3,210,089 (3)              43.8
 
Louis J. Sposato (7)                        67,500 (4)                 *
 
James Scibelli (7)                         370,000 (5)               4.9
 
Keven J. Picardo (7)                        11,000 (6)                 *
 


                                      -2-

 
                                                               
Franklin Custodian Funds, Inc. -         1,281,869 (8)              15.1
  Income Series (7)
 
Warburg Pincus Growth & Income
  Fund (7)                                 675,000                   9.4
 
Diversified Opportunities Group
  Ltd. (7)                                 753,840                  10.5
 
All Executive Officers and Directors
as a group (6 persons)                   3,658,589                  47.2
- ----------------------


*    Represents beneficial ownership of less than 1% of the outstanding shares
     of Common Stock.

(1)  The business address of Norbert W. Jansen and Avis Jansen, Trustees u/a/d
     07/14/93 (the "Jansen Trust"), Norbert W. Jansen and Avis P. Jansen is 3750
     Las Vegas Boulevard South, Las Vegas Nevada 89109.  Such shares are held of
     record and beneficially by The Jansen Trust but may be deemed to also be
     beneficially owned by Mr. Jansen (within the meaning of Rule 13d-3 under
     the Securities Exchange Act of 1934, as amended) since, as trustee of The
     Jansen Trust, Mr. Jansen has the power to direct the voting and disposition
     of such shares.

(2)  Avis P. Jansen is the spouse of Norbert W. Jansen and is also deemed to
     beneficially own the 3,067,589 shares beneficially owned by Norbert W.
     Jansen and the Jansen Trust.

(3)  Includes options currently exercisable to acquire 127,500 shares of Common
     Stock owned by Norbert W. Jansen and options currently exercisable to
     acquire 15,000 shares of Common Stock owned by Avis P. Jansen.

(4)  Includes options currently exercisable to acquire 67,500 shares of Common
     Stock.

(5)  Includes options currently exercisable to acquire 15,000 shares of Common
     Stock and 355,000 redeemable common stock purchase warrants sold by the
     Company in its initial public offering dated February 11, 1994 (the
     "Warrants").  Each Warrant entitles the holder thereof to purchase one
     share of Common Stock at $5.00 per share at any time until February 11,
     1998, subject to earlier redemption under certain circumstances.

(6)  Includes options currently exercisable to acquire 10,000 shares of Common
     Stock.

(7)  The business address of Messrs. Sposato, Scibelli and Picardo is 3750 Las
     Vegas Boulevard South, Las Vegas, Nevada 89109.  The business address of
     Franklin Custodian Funds, Inc. - Income Series is 777 Mariners Island
     Blvd., San Mateo, California 94404.  The business address of Warburg Pincus
     Growth & Income Fund is 466 Lexington Avenue, New York, New York 10017.
     The business address of Diversified Opportunities Group Ltd. is c/o Jacobs
     Entertainment Ltd., 1231 Main Avenue, Cleveland, Ohio 44113.

(8)  Represents warrants currently exercisable to acquire 1,281,869 shares of
     Common Stock.

                                      -3-

 
             PROPOSAL TO AMEND COMPANY'S ARTICLES OF INCORPORATION

     On October 3, 1996, the Board of Directors approved, subject to shareholder
approval, an amendment to the Company's Articles of Incorporation (the
"Articles") to increase the number of shares of voting common stock, $.001 par
value per share (the "Common Stock") that the Company is authorized to issue
from 15,000,000 to 50,000,000 (the "Amendment").

     The Board has determined that an increase in the number of authorized
shares of Common Stock is in the best interests of the Company and its
shareholders.  The Company intends to use authorized and unissued shares of
Common Stock for various corporate purposes, including, but not limited to,
possible future financing and acquisition transactions, possible
recapitalization through a stock split or stock dividend, issuances of
additional stock options or awards, and other corporate purposes.  Authorized
and unissued shares of Common Stock may be issued for the foregoing purposes by
the Board without further shareholder action unless the issuance is in
connection with a transaction for which shareholder approval is otherwise
required under the Articles, applicable law, regulation or agreement.

     The Company presently has no definitive commitments, agreements or
undertakings to issue any material amount of additional shares, other than in
connection with outstanding options, warrants or other securities convertible
into Common Stock.  Shares of Common Stock, including the additional shares
proposed for authorization, do not have preemptive or similar rights.  The
issuance of additional shares of Common Stock could have the effect of diluting
existing shareholder earnings per share, book value per share and voting power.
In addition, issuance of shares of Common Stock could be used to make a change
in control of the Company more difficult or costly by diluting stock ownership
of persons seeking to obtain control of the Company or by permitting the Board
of Directors to issue shares to purchasers favorable to the Board of Directors
in opposing an effort to obtain control of the Company.

     Pursuant to Article III, Section 3.1 of the Articles, the Company is
currently authorized to issue 15,000,000 shares of voting Common Stock and
15,000,000 shares of preferred class, having a par value of $.001 per share (the
"Preferred Shares").  If the Amendment is approved, the number of authorized
shares of voting Common Stock will be increased to 50,000,000 and the number of
authorized shares of Preferred Shares will remain at 15,000,000.  As of October
4, 1996, there were 7,179,429 outstanding shares of Common Stock and no
outstanding shares of Preferred Shares.

     If the Proposal is adopted by the shareholders, Article III, Section 3.1 of
the Articles will be amended to read in its entirety as follows:

          "Section 3.1.  Authorized Shares.  The aggregate number of shares
                         -----------------                                 
     which the corporation shall have authority to issue is 65,000,000 shares,
     consisting of:

          (a) 50,000,000 shares of a single series of common class, having a par
          value of $.001 per share, each of which is entitled to one vote in all
          matters on which the stockholders of the corporation are required or
          permitted to vote (the "Common Shares"); and

          (b) 15,000,000 shares of preferred class, having a par value of $.001
          per share (the "Preferred Shares")."

                                      -4-

 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
ARTICLES TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK OF THE
COMPANY FROM 15,000,000 TO 50,000,000.


                   PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
                     AT NEXT ANNUAL MEETING OF SHAREHOLDERS

     Any shareholder of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next Annual
Meeting of Shareholders must do so in writing and it must be received at the
Company's principal executive offices by September 29, 1996.  The proponent must
be a record or beneficial owner entitled to vote at the next Annual Meeting on
his proposal and must continue to own such security entitling him to vote
through the date on which the meeting is held.

     The above notice and Proxy Statement are sent by order of the Board of
Directors.



 
                         Louis J. Sposato
                         Secretary

November 22, 1996

                                      -5-

 
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                                     PROXY
                   FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
                             BOARDWALK CASINO, INC.
                          TO BE HELD DECEMBER 19, 1996



     The undersigned hereby appoints Norbert W. Jansen and/or Louis J. Sposato
as the lawful agent and Proxy of the undersigned (with all powers the
undersigned would possess if personally present, including full power of
substitution), and hereby authorizes each of them to represent and to vote, as
designated below, all the shares of Common Stock of Boardwalk Casino, Inc. held
of record by the undersigned as of the close of business on November 18, 1996,
at the Special Meeting of Shareholders to be held on Thursday, December 19,
1996, or any adjournment or postponement thereof.


1.   To approve an amendment to the Company's Articles of Incorporation to
     increase the number of authorized shares of Common Stock from 15,000,000 to
     50,000,000 (the "Proposal").

               _____ FOR _____ AGAINST        _____ ABSTAIN


     It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder.  WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED IN FAVOR OF ITEM (1).

     The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said proxy or his substitutes may do by
virtue hereof.

Please sign exactly as name appears below.  When shares are held by joint
tenants, both should sign.  When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.  If a corporation, please
sign in full corporate name by President or other authorized officer.  If a
partnership, please sign in partnership name by authorized person.


Dated:_______________, 1996             _______________________________________
                                        Signature

                                        _______________________________________
                                        Signature if held jointly

PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

[       ] PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.