8-K

                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549



                                       FORM 8-K

                                    CURRENT REPORT



        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                                    December 22, 1997
                   ------------------------------------------------
                   Date of Report (Date of earliest event reported)



                                 BOARDWALK CASINO, INC.
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)


                                        Nevada
                    ----------------------------------------------
                    (State or other jurisdiction of incorporation)


         1-12780                                        88-0304201
- ------------------------                   ------------------------------------
(Commission File Number)                   (IRS Employer Identification Number)


                3750 Las Vegas Boulevard South, Las Vegas, Nevada 89109
             ------------------------------------------------------------
             (Address of principal executive offices, including zip code)


                                    (702) 735-2400
                 ----------------------------------------------------
                 (Registrant's telephone number, including area code)


                                  Not Applicable
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)



ITEM 5.  OTHER EVENTS.

    On December 22, 1997, the Registrant and Mirage Resorts, Incorporated
issued a press release, a copy of which is attached hereto as an Exhibit.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

    (c)(20)   Press release dated December 22, 1997.



                                  SIGNATURES



    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                      BOARDWALK CASINO, INC.
                                      --------------------------------
                                           (Registrant)




Date:  December 24, 1997              By: /s/ LOUIS J. SPOSATO
      --------------------               -----------------------------
                                         Louis J. Sposato, CFO

EX-20

==============================================================================
                                MIRAGE RESORTS
==============================================================================

PRESS RELEASE



     Contact:  Mirage Resorts, Inc.              Boardwalk Casino, Inc.
               Alan Feldman                      Louis Sposato
               702-650-7400                      702-735-2400


               MIRAGE RESORTS AGREES TO PURCHASE BOARDWALK CASINO,
                 COMPLETING ASSEMBLAGE OF A 42 ACRE SITE AT THE
                        CENTER OF THE LAS VEGAS STRIP

LAS VEGAS, NEVADA, DECEMBER 22, 1997 - Mirage Resorts, Incorporated and 
Boardwalk Casino, Incorporated announced today that they have entered into an 
agreement whereby a subsidiary of Mirage will merge with Boardwalk.  
Boardwalk shareholders will receive $5 per share in cash pursuant to the 
merger.

Mirage has simultaneously entered into separate agreements with the Jansen 
Family Trust and Diversified Opportunities Group to acquire their common and 
preferred stock in Boardwalk, a subordinated note issued by Boardwalk, an 
adjacent parcel of land leased by Boardwalk, and certain other rights.  Pursuant
to these agreements, Mirage would acquire 53% of Boardwalk's common shares 
outstanding.  The merger is contingent upon several approvals, including 
shareholder approval, expiration of the waiting period under the 
Hart-Scott-Rodino Act, and the approval of gaming authorities.

Mirage also announced that it had previously acquired Boardwalk's entire 16 1/2%
First Mortgage Bond issue, as well as two neighboring parcels of land.

Assuming the merger is consummated, this assemblage would consist of 12 acres 
of land, with 817' of contiguous frontage on the Las Vegas Strip.  Mirage 
owns approximately 30 acres of land behind this frontage - land that 
previously


                                      (more)



Boardwalk/...2


comprised part of the Dunes golf course and that has not been utilized for 
either the Company's 50%-owned Monte Carlo hotel-casino or the luxurious, 
wholly-owned Bellagio resort now under construction.

This combined 42-acre site is at the heart of the new developments on the Las 
Vegas Strip.  It is between and contiguous to both Monte Carlo and Bellagio  
Hence, the Boardwalk and any future project that Mirage may choose to develop 
adjacent to the Boardwalk can be connected by monorail and other means to the 
adjoining properties.

Mirage's total cost for the 12 acres (including approximately $36 million 
for Boardwalk's stock pursuant to the merger) would be approximately $135 
million.  Such cost is being funded under Mirage's $1.75 billion credit 
facility.

The Boardwalk casino-hotel has 652 guest rooms (451 of which opened in 1996) 
and a 33,000 square foot casino.  Hence, this acquisition will provide 
Mirage with a profitable existing facility -- albeit smaller and more 
moderately priced than the other Mirage properties - as well as a potential 
future site for another large resort.

"This series of acquisitions demonstrates our continued confidence in and 
enthusiasm for Las Vegas," stated Stephen A. Wynn, Chairman of Mirage Resort. 
"We remain extremely focused on completion of our spectacular Bellagio 
resort, as well as our Beau Rivage resort in Biloxi, Mississippi.  We are 
also, of course, working very hard on the design work for our Company's 
planned return to Atlantic City."

"The Boardwalk is profitable and we will continue to operate it as a 
mid-priced lodging and gaming alternative for Las Vegas visitors.  We look 
forward to having the Boardwalk employees join the Mirage family.  Meanwhile, 
the land adjoining the Boardwalk provides our Company with an additional 
future growth opportunity."


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