As filed with the Securities and Exchange Commission
                      on January 12, 1998

                                      Registration No. 333-______

=================================================================

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                   _________________________

                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                   _________________________

                       BRC HOLDINGS, INC.
     (Exact name of Registrant as specified in its charter)

           Delaware                          75-1533071
 (State or other jurisdiction             (I.R.S. Employer
              of                        Identification No.)
incorporation or organization)                    
                                                  
 1111 West Mockingbird, Suite                  75247
             1500                            (Zip Code)
        Dallas, Texas
    (Address of Principal
      Executive Offices)
                   _________________________

         NONQUALIFIED PERFORMANCE STOCK OPTION PLAN FOR
       NEW EMPLOYEES AND EMPLOYEES OF ACQUIRED COMPANIES
                    (Full title of the plan)
                   _________________________

       THOMAS E. KIRALY                       Copy to:
   Chief Financial Officer             JEFFREY M. SONE, ESQ.
      BRC HOLDINGS, INC.                 Arter & Hadden LLP
    1111 West Mockingbird             1717 Main St., Suite 4100
         Suite 1500                   Dallas, Texas  75201-4605
     Dallas, Texas  75247                  (214) 761-2100
        (214) 688-1800
 (Name, address and telephone
 number, including area code,
    of agent for service)
                   _________________________
<TABLE>
<CAPTION>


                CALCULATION OF REGISTRATION FEE

===============================================================================================================
 <S>                  | <C>            | <C>                      |  <C>                  |   <C>
                      |                |                          |   Proposed Maximum    |        
 Title of Securities  | Amount to be   |     Proposed Maximum     |  Aggregate Offering   |       Amount of
   to be Registered   | Registered(1)  | Offering Price Per Share |       Price(2)        |   Registration Fee
----------------------|----------------|--------------------------|-----------------------|--------------------
     Common Stock     | 500,000 Shares |             (2)          |     $19,672,918       |         $5,804
   ($.10 par value)   |                |                          |                       |
===============================================================================================================
</TABLE>

     (1)  The securities to be registered represent shares of
Common Stock issued or reserved for issuance under the
Nonqualified Performance Stock Option Plan for New Employees and
Employees of Acquired Companies (the "Plan"). Pursuant to Rule
416, shares of Common Stock of the Company issuable pursuant to
the exercise of options granted or to be granted under the Plan
in order to prevent dilution resulting from any future stock
split, stock dividend or similar transaction are also being
registered hereunder.

     (2)  Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee as follows:  (i) the
maximum proposed offering price at which outstanding options
under the Plan (35,833 shares of Common Stock) may be exercised
is $1,338,321.50 and (ii) the maximum proposed offering price at
which unissued options may be exercised under the Plan (464,167
shares of Common Stock) is $18,334,596.50 calculated on the basis
of the high and low price per share of Common Stock on the Nasdaq
Stock Market's National Market on January 7, 1998 ($39.50), in
accordance with Rule 457(c).

=================================================================



<PAGE>


                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual
          Information.*


*    Information required by Part I to be contained in the
     Section 10(a) Prospectus is omitted from the Registration
     Statement in accordance with Rule 428 under the Securities
     Act of 1933, as amended (the "Securities Act"), and the Note
     to Part I of Form S-8.


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     BRC Holdings, Inc. (the "Registrant" or the "Company")
hereby incorporates by reference in this Registration Statement
the following documents previously filed or to be filed with the
Securities and Exchange Commission (the "Commission"):

          (1)  the Company's Annual Report on Form 10-K filed
          with the Commission for the fiscal year ended December
          31, 1996;

          (2)  the Company's Quarterly Reports filed with the
          Commission on Form 10-Q for the quarters ended March
          31, 1997; June 30, 1997 and September 30, 1997;

          (3)  the Company's Current Reports on Form 8-K dated
          January 6, 1997; November 20, 1997; December 3, 1997
          and December 5, 1997;

          (4)  the description of the Company's common stock, par
          value $.10 per share (the "Common Stock"), contained in
          the Company's Registration Statement on Form 8-A filed
          with the Commission under the Securities Exchange Act
          of 1934, as amended (the "Exchange Act"), on February
          16, 1988, including any amendment or report filed for
          the purpose of updating such description; and

          (5)  all documents filed by the Company with the
          Commission pursuant to Sections 13(a), 13(c), 14 and
          15(d) of the Exchange Act subsequent to the date of
          this Registration Statement shall be deemed to be
          incorporated herein by reference and to be a part
          hereof from the date of filing of such documents until
          such time as there shall have been filed a
          post-effective amendment that indicates that all
          securities offered under the Registration Statement
          have been sold or that deregisters all securities
          remaining unsold at the time of such amendment.

<PAGE>

     Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that the statement contained herein or in
any subsequently filed document that also is or is deemed to be
incorporated by reference herein, or in any document forming any
part of the Section 10(a) Prospectus to be delivered to
participants in connection with, modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article "Ninth" of the Certificate of Incorporation contains
provisions which eliminate the personal liability of the
Company's directors for monetary damages resulting from breaches
of their fiduciary duty to the fullest extent permitted by
Delaware General Corporation Law (the "DGCL").  Article VI of the
Company's Bylaws contain provisions requiring the indemnification
of the Company's directors and officers upon and pursuant to the
terms specified therein and under the applicable provisions of
the DGCL.  The Company believes that these provisions are
necessary to attract and retain qualified persons as directors
and officers.

     Section 145 of the DGCL provides broad authority for
indemnification of officers and directors.  Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

     The foregoing summaries are necessarily subject to the
complete text of the statute, Certificate of Incorporation and
Bylaws of the Company referred to above and are qualified in
their entirety by reference thereto.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

<PAGE>

Item 8.     Exhibits.

     (a)  Exhibits.

     Exhibit   Description
     -------   -----------


      4.1      Nonqualified Performance Stock Option
               Plan for New Employees and Employees of Acquired
               Companies (filed herewith)

      5.1      Opinion of Arter & Hadden LLP regarding
               legality of securities being registered (filed
               herewith)

     23.1      Consent of Arter & Hadden LLP (included
               in their opinion filed as Exhibit 5.1) (filed
               herewith)

     23.2      Consent of Price Waterhouse LLP (filed
               herewith)

     24.1      Power of Attorney (included on the
               signature page of this Registration Statement)

Item 9.     Undertakings.

     (a)  RULE 415 OFFERING.  The undersigned Registrant hereby
undertakes:

          (1)  to file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement (i) to include any prospectus
     required by Section 10(a)(3) of the Securities Act of 1933,
     as amended (the "Securities Act"); (ii) to reflect in the
     prospectus any facts or events arising after the effective
     date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in
     the aggregate, represents a fundamental change in the
     information set forth in the registration statement; and
     (iii) to include any material information with respect to
     the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the registration statement is on Form S-3 or
     Form S-8 and the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section
     13 of Section 15(d) of the Securities Exchange Act of 1934,
     as amended (the "Exchange Act") that are incorporated by
     reference in the registration statement;

<PAGE>

          (2)  that, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof; and

          (3)  to remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS
BY REFERENCE. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (h)  FILING OF REGISTRATION STATEMENT ON FORM S-8.  Insofar
as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


<PAGE>


                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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 Dallas, Texas, on January 9, 1998:

                         BRC HOLDINGS, INC.

                         By:    /s/ PERRY E. ESPING
                         ------------------------------------
                         Perry E. Esping
                         Chairman and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of PERRY E.
ESPING and THOMAS E. KIRALY, his 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 any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on
January 9, 1998:

Signature                          Title
---------                          ------

 /s/ PERRY E. ESPING               Chairman and Chief Executive Officer
----------------------------       (Principal Executive Officer)
Perry E. Esping

 /s/ THOMAS E. KIRALY              Chief Financial Officer
----------------------------       Principal Financial and Accounting
Thomas E. Kiraly                   Officer

 /s/ L. D. BRINKMAN                Director
----------------------------
L. D. Brinkman

 /s/ ROBERT E. MASTERSON           Director
----------------------------
Robert E. Masterson

 /s/ DAVID H. MONNICH              Director
----------------------------
David H. Monnich

 /s/ PAUL T. STOFFEL               Director
----------------------------
Paul T. Stoffel


<PAGE>

                       INDEX TO EXHIBITS


     Exhibit   Description
     -------   -----------

      4.1      Nonqualified Performance Stock Option
               Plan for New Employees and Employees of Acquired
               Companies (filed herewith)

      5.1      Opinion of Arter & Hadden LLP regarding
               legality of securities being registered (filed
               herewith)

     23.1      Consent of Arter & Hadden LLP (included
               in their opinion filed as Exhibit 5.1) (filed
               herewith)

     23.2      Consent of Price Waterhouse LLP (filed
               herewith)

     24.1      Power of Attorney (included on the
               signature page of this Registration Statement)