UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                            FORM 10-Q/A
                        (AMENDMENT NO. 1)
  (Mark One)
  XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
  ---EXCHANGE ACT OF 1934

        For the quarterly period ended           June 30, 1996
                                        ---------------------------------

                                 OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  ---EXCHANGE ACT OF 1934
                                                    to
     For the transition period from     ------------   -----------------

     Commission file number                   1-7123
                            -------------------------------------------
                            SHOWBOAT, INC.
       -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 NEVADA                              88-0090766
       ------------------------------       ---------------------------
        (State or other jurisdiction             (I.R.S. Employer
       of incorporation or organization)         Identification No.)

        2800 FREMONT STREET, LAS VEGAS NEVADA         89104-4035
       -----------------------------------------------------------------
        (Address of principal executive offices)        (Zip Code)

                            (702) 385-9123
       -----------------------------------------------------------------
           (Registrant's telephone number, including area code)

                            NOT APPLICABLE
       -----------------------------------------------------------------
            (Former name, former address and former fiscal year,
                        if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                                   Yes  X      No
                                                           ---      ---



                            APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                            PROCEEDINGS DURING THE PAST FIVE YEARS



  Indicate by check mark whether the registrant has filed all
  documents and reports required to be filed by Section 12, 13, or
  15(d) of the Securities Exchange Act of 1934 subsequent to the
  distribution under a plan confirmed by a court.

                                                 Yes  --- NO  ---

                            APPLICABLE ONLY TO CORPORATE ISSUERS

   Indicate the number of shares outstanding of the issuer's classes
   of common stock, as of the latest practicable date.

   Common Stock - $1 Par Value,
   and Preferred Stock Purchase Rights     16,183,950 shares outstanding
   --------------------------------     ----------------------------------
    




































                            SHOWBOAT, INC. AND SUBSIDIARIES
                                         INDEX


   PART I        FINANCIAL INFORMATION                             Page No.

     Item 1.     Financial Statements

                 Condensed Consolidated Balance Sheets-
                  June 30, 1996 and December 31, 1995                1-2

                 Condensed Consolidated Statements of Income-
                  For the three months ended June 30,
                  1996 and 1995                                      3-4

                 Condensed Consolidated Statements of Income-
                  For the six months ended June 30,
                  1996 and 1995                                      5-6

                 Condensed Consolidated Statements of Cash Flows -
                  For the six months ended June 30,
                  1996 and 1995                                      7

                 Notes to the Condensed Consolidated Financial
                  Statements                                         8-9


     Item 2.     Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                     10-23


   PART II       OTHER INFORMATION

                  ITEMS 1 - 6                                       24-28

                  SIGNATURES                                         29

                  EXHIBIT INDEX                                      30

















Item 1.Financial Statements

                            SHOWBOAT, INC. AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                            JUNE 30, 1996 AND DECEMBER 31, 1995
   
                                                     June 30,  December 31,
    Assets                                              1996        1995
   ---------                                          _______________________
                                                       (unaudited)
                                                         (In thousands)
Current assets:
  Cash and cash equivalents                              $72,967   $106,927

  Receivables, net                                         8,631      8,448

  Income tax receivable                                    6,418      2,076

  Inventories                                              2,863      2,808

  Prepaid expenses                                         6,532      4,728

  Current deferred income taxes                            7,524      9,744
                                                    -----------  -----------
       Total current assets                              104,935    134,731
                                                    -----------  -----------

  Property and equipment                                 584,772    541,786
  Less accumulated depreciation
   and amortization                                     (197,951)  (186,872)
                                                    ------------------------
                                                         386,821    354,914
                                                    ------------------------


Other assets:
  Restricted cash and investments                        141,796      -

  Investments in unconsolidated affiliates               128,665    120,090

  Deposits and other assets                               29,906     28,911

  Debt issuance costs, net of
   accumulated amortization of $2,401,000
   and $1,860,000 at June 30, 1996 and
   December 31, 1995, respectively                        10,208     10,749
                                                    ------------------------
                                                         310,575    159,750
                                                    ------------------------

                                                        $802,331   $649,395
                                                    ========================
    
   See accompanying notes to condensed consolidated financial statements.

                                      1                    (continued)





                            SHOWBOAT, INC. AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                            JUNE 30, 1996 AND DECEMBER  31, 1995
                                        (continued)
   
   LIABILITIES AND SHAREHOLDERS' EQUITY               June 30,  December 31,
   ------------------------------------                 1996        1995
                                                       _____________________
                                                     (unaudited)
Current liabilities:                                     (In thousands)
  Current maturities of long-term debt                       $24        $22
  Accounts payable                                       $12,686     15,143
  Dividends payable                                          404        392
  Accrued liabilities                                     40,739     37,524
                                                    ------------------------
   Total current liabilities                              53,853     53,081
                                                    ------------------------

Long-term debt, excluding current maturities             532,545    392,369
                                                    ------------------------
Other liabilities                                          6,260      5,662
                                                    ------------------------
Deferred income taxes                                     22,191     22,319
                                                    ------------------------
Minority Interest                                          1,265      2,023
                                                    ------------------------

Shareholders' equity:
  Preferred stock, $1 par value; 1,000,000
   shares authorized; none issued
  Common stock, $1 par value; 50,000,000
   shares authorized; issued 16,182,099
   shares at June 30, 1996 and 15,794,578
   at December 31, 1995                                   16,182     15,795
  Additional paid-in capital                              87,781     80,078
  Retained earnings                                       79,969     80,434
                                                    ------------------------
                                                         183,932    176,307

  Cumulative foreign currency
   translation adjustment                                  4,355        285
  Cost of common stock in treasury,
   -0- shares at June 30, 1996 and
   74,333 shares at December 31, 1995                        -         (587)
  Unearned compensation for restricted stock              (2,070)    (2,064)
                                                    ------------------------
    Total shareholders' equity                           186,217    173,941
                                                    ------------------------

    Total liabilities & shareholders' equity            $802,331   $649,395
                                                    ========================
    
   See accompanying notes to condensed consolidated financial statements.

                                      2




                             SHOWBOAT, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                        (unaudited)
                      FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
                               (In thousands except per share data)
   
                                                        1996        1995
                                                    ------------------------
Revenues:
  Casino                                                 $95,858    $99,250
  Food and beverage                                       14,119     14,062
  Rooms                                                    6,632      6,506
  Sports and special events                                  855        890
  Other                                                    1,898      1,330
                                                    ------------------------
                                                         119,362    122,038
  Less complimentaries                                    10,137     10,174
                                                    ------------------------
   Net revenues                                          109,225    111,864
                                                    ------------------------


Operating costs and expenses:
  Casino                                                  47,876     46,370
  Food and beverage                                        8,181      8,284
  Rooms                                                    1,870      2,093
  Sports and special events                                  630        675
  General and administrative                              29,407     29,234
  Selling, advertising and promotion                       2,871      2,827
  Depreciation and amortization                            8,308      8,107
                                                    ------------------------
                                                          99,143     97,590
                                                    ------------------------



Income from operations                                    10,082     14,274
                                                    ------------------------
    













                                      3                     (continued)








                            SHOWBOAT, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                       (unaudited)
                     FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
                          (In thousands execpt per share data)
                                        (continued)
                                                          1996        1995
                                                    ------------------------
Income from operations                                   $10,082    $14,274
                                                    ------------------------
Other (income) expense:
  Interest income                                         (3,016)    (1,691)
  Interest expense                                        15,601     10,620
  Interest capitalized                                    (3,863)    (3,321)
  Foreign currency transaction gain                          (18)       -
                                                    ------------------------
                                                           8,704      5,608
                                                    ------------------------

Income before income taxes
  and minority interest                                    1,378      8,666

Minority interest (income)                                  (828)       -
                                                    ------------------------
Income before income
  tax expense                                              2,206      8,666
                                                    ------------------------

Income tax expense                                         1,070      3,707
                                                    ------------------------
Net income                                                $1,136     $4,959
                                                    ========================


Weighted average shares outstanding                   16,428,966 15,556,514


Net income per common and equivalent share                 $0.07      $0.32
                                                    ========================



    

   See accompanying notes to condensed consolidated financial statements.






                                      4









                            SHOWBOAT, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                     (unaudited)
                       FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                            (In thousands except per share data)
   
                                                        1996        1995
                                                    ------------------------
Revenues:
  Casino                                                $185,848   $186,097
  Food and beverage                                       27,110     26,368
  Rooms                                                   12,428     12,133
  Sports and special events                                1,903      1,945
  Management fees                                            -          190
  Other                                                    2,911      2,553
                                                    ------------------------
                                                         230,200    229,286
  Less complimentaries                                    18,385     18,743
                                                    ------------------------
   Net revenues                                          211,815    210,543
                                                    ------------------------


Operating costs and expenses:
  Casino                                                  92,101     88,237
  Food and beverage                                       16,267     16,050
  Rooms                                                    4,007      4,347
  Sports and special events                                1,451      1,626
  General and administrative                              57,782     57,127
  Selling, advertising and promotion                       5,360      5,173
  Depreciation and amortization                           16,326     16,263
                                                    ------------------------
                                                         193,294    188,823
                                                    ------------------------


Income from operations from
  consolidated subsidiaries                               18,521     21,720

Equity in (loss) of
  unconsolidated affiliate                                   -          (22)
                                                    ------------------------

Income from operations                                    18,521     21,698
                                                    ------------------------


    




                                      5                         (continued)









                            SHOWBOAT, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                     (unaudited)
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                          (In thousands except per share data)
                                        (continued)
                                                         1996        1995
                                                    ------------------------
Income from operations                                   $18,521    $21,698
                                                    ------------------------
Other (income) expense:
  Interest income                                         (4,346)    (2,890)
  Interest expense                                        26,510     21,251
  Interest capitalized                                    (7,235)    (6,567)
  Gain on sale of affiliate                                  -       (2,558)
  Write-down of investment in affiliate                    3,902        -
  Foreign currency transaction gain                          (84)       -
                                                    ------------------------
                                                          18,747      9,236
                                                    ------------------------

Income (loss) before income taxes
  and minority interest                                     (226)    12,462

Minority interest (income)                                  (835)       -
                                                    ------------------------
Income before income
  tax expense                                                609     12,462
                                                    ------------------------

Income tax expense                                           274      5,720
                                                    ------------------------
Net income                                                  $335     $6,742
                                                    ========================


Weighted average shares outstanding                   16,213,182 15,522,432


Net income per common and equivalent share                 $0.02      $0.43
                                                    ========================







    

   See accompanying notes to condensed consolidated financial statements.

                                      6





                            SHOWBOAT, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                  FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
   
                                                        1996        1995
                                                    -----------------------
Cash flows from operating activities:                  (In thousands)
    Net cash provided by operating activities            $20,038    $28,606
                                                    ------------------------
Cash flows from investing activities:
  Acquisition of property and equipment                  (39,424)   (20,394)
  Proceeds from sale of Equipment                            307        130
  Investments in unconsolidated affiliates                (5,823)   (35,965)
  Advances to unconsolidated affiliates                     (123)      (435)
  Proceeds from sale of unconsolidated affiliates            -       51,366
  Restricted cash and investments                       (145,639)       -
  (Increase) decrease in deposits and
   other assets                                              165     (2,665)
  Deposit for Casino Reinvestment
   Development Authority obligation                       (1,964)    (1,773)
   Other                                                     -          146
                                                    ------------------------
    Net cash used in investing activities               (192,501)    (9,590)
                                                    ------------------------
Cash flows from financing activities:
  Principal payments of long-term debt               $     ( 12)   $    (10)   
  Proceeds from issuance of long-term debt               140,000         -
  Proceeds from employee stock option exercises            5,331        127
  Debt issuance costs                                     (6,105)       (25)
  Payment of dividends                                      (788)      (769)
  Minority interest contributions                             77      1,509
  Other                                                      -         (142)
                                                    ------------------------
    Net cash provided (used) by financing
     activities                                          138,503        690
                                                    ------------------------
Net increase (decrease) in cash and
  cash equivalents                                       (33,960)    19,706
Cash and cash equivalents at
  beginning of period                                    106,927     90,429
Cash and cash equivalents at                        ------------------------
  end of period                                          $72,967   $110,135
                                                    ========================
Supplemental disclosures of cash flow information
  and non-cash investing and financing activities:
   Cash paid during the period for:
    Interest, net of amounts capitalized                  13,669     13,704
    Income taxes                                           2,524      6,876
   Foreign currency translation adjustment                 4,070     (5,957)

   See accompanying notes to condensed consolidated financial statements.
    
                                      7








                            SHOWBOAT, INC. AND SUBSIDIARIES
                NOTES TO CONDENSED  CONSOLIDATED FINANCIAL STATEMENTS



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Nature of Operations

     The condensed consolidated financial statements include all
   domestic and  foreign subsidiaries which are more than 50% owned and
   controlled. Investments in unconsolidated affiliates which are at least
   20% owned are carried at cost plus equity in undistributed earnings or
   loss since acquisition.  All material intercompany balances have been
   eliminated in consolidation.

     Certain information and footnote disclosures normally included
   in financial statements prepared in accordance with generally accepted
   accounting principles have been condensed or omitted.  These condensed
   financial statements should be read in conjunction with the financial
   statements and notes thereto included in the Company's December 31, 1995
   Annual Report on Form 10-K.

     The accompanying unaudited condensed consolidated financial statements
   contain all adjustments which are only of a recurring nature, in the
   opinion of management, necessary for a fair statement of the results of
   the interim periods. The results of operations for the interim periods
   are not indicative of results of operations for an entire year. Certain
   prior period balances have been reclassified to conform to the current
   period's presentation.

     On March 28, 1996 the Company's 55% owned affiliates, Showboat
   Marina Casino Partnership(SMCP) and Showboat Marina Finance Corporation
   (SMFC), issued $140.0 million, 13 1/2% First Mortgage Notes due 2003,
   (the First Mortgage Notes).  The net proceeds of the First Mortgage
   Notes plus cash contributions by the Company are classified as
   restricted cash and investments in the Company's Condensed Consolidated
   Balance Sheet.  These funds are being used to  develop a riverboat casino
   complex in East Chicago, Indiana to be operated on Lake Michigan.









                                      8              (continued)








                            SHOWBOAT, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (continued)



2. LONG-TERM DEBT

     Long-term debt increased by approximately $140.0 million from
   December 31, 1995 to June 30, 1996.  This increase is due to the
   issuance of $140.0 million, 13 1/2% First Mortgage Notes, by SMCP and
   SMFC.  SMCP and SMFC are effectively owned 55% by the Company and
   therefore are consolidated for financial reporting purposes.  The First
   Mortgage Notes are due 2003 and pay interest semiannually on March 15,
   and September 15, of each year commencing September 15, 1996.

3. WRITE-DOWN OF INVESTMENT IN AFFILIATE

     In March 1995, the Company, with an unrelated corporation (the
   majority member), formed Showboat Mardi Gras, L.L.C. (SMG), to own and
   operate, subject to licensing, a riverboat casino near Kansas City,
   Missouri.  The Company owns 35% of the equity of SMG.  SMG was not
   selected by the Missouri Gaming Commission for investigation for a
   license. Due to a decline in the market value of the assets of SMG,
   principally a riverboat, the Company has recorded a pre-tax write-down
   of $3,902,000 which is included in the 1996 Condensed Consolidated
   Statement of Income as write-down of investment in affiliate.
   This write-down includes the Company's remaining investment in SMG.



















                                      9













Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations

   GENERAL

      Showboat, Inc., and subsidiaries, collectively the Company or SBO, is
   an international gaming company with over 40 years of gaming experience
   that owns and operates the Atlantic City Showboat Casino and Hotel in
   Atlantic City, New Jersey, (Atlantic City Showboat), the Las Vegas
   Showboat, Hotel, Casino and Bowling Center in Las Vegas, Nevada (Las
   Vegas Showboat), owns an interest in, and manages through subsidiaries,
   the Sydney Harbour Casino located in Sydney, Australia and owns through
   subsidiaries a 55% interest in, and will manage, the East Chicago
   Showboat riverboat casino project in East Chicago, Indiana (East Chicago
   Showboat), which is under construction and scheduled to open in July
   1997. Until March 31, 1995, the Company owned an equity interest in and
   managed a riverboat casino on Lake Pontchartrain in New Orleans,
   Louisiana (Star Casino).

      Information contained in this quarterly report is supplemental to
   disclosures in the Company's year end financial reports. This
   management's discussion and analysis of financial condition and results
   of operations should be read in conjunction with the management's
   discussion and analysis of financial condition and results of operations
   included in the Company's December 31, 1995 Annual Report on Form 10-K.

      As used in this management's discussion and analysis of financial
   condition and results of operations, amounts in Australian dollars are
   denoted as "A$".  As of June 30, 1996, the exchange rate was
   approximately $0.7895 for each A$1.00.

   MATERIAL CHANGES IN RESULTS OF OPERATIONS

   Quarter Ended June 30, 1996 Compared to Quarter Ended June 30, 1995

   Revenues

      Net revenues for the Company decreased $2.6 million or 2.4% in the
   second quarter 1996 compared to the same period in 1995.  This decrease
   was principally due to the $3.4 million or 3.4% decline in casino
   revenues in the quarter ended June 30, 1996.  Non casino revenues,
   which consist principally of food, beverage and room revenues were up
   $.7 million or 3.1% in the second quarter 1996.  Due to the Company's
   agreement to forgive the first A$19.1 million of management fees due
   it from Sydney Harbour Casino, the Company has not yet received
   management fees from Sydney Harbour Casino.  For the quarter ended
   June 30, 1996, approximately A$2.7 million of management fees were
   forgiven and approximately A$9.7 million in management fees still
   remain to be forgiven.





                                   10              (continued)


   

   Revenues


                                        Quarter ended June 30,
                                             (Unaudited)
                                            (in thousands)

                                1996       1995       Variance     Percent
                            ------------------------------------------------
  Consolidated:
   Casino revenues           $ 95,858    $99,250      $(3,392)       -3.4%
   Non casino revenues         23,504     22,788          716         3.1%
   Less complimentaries        10,137     10,174          (37)       -0.4%
                            ------------------------------------------------
  Net revenues Consolidated  $109,225    $111,864     $(2,639)       -2.4%
                            ------------------------------------------------

  Atlantic City:
   Table game revenues       $19,208     $21,715      $(2,507)      -11.5%
   Slot revenues              65,695      64,207        1,488         2.3%
   Other gaming revenues         487         768         (281)      -36.6%
                            ------------------------------------------------
  Total casino               $85,390     $86,690      $(1,300)       -1.5%
                            ------------------------------------------------
  Non casino revenues         17,375      17,329           46         0.3%

  Less complimentaries         9,069       9,024           45         0.5%
                            ------------------------------------------------
  Net revenues Atlantic City $93,696     $94,995      $(1,299)       -1.4%
                            ------------------------------------------------

  Las Vegas:
   Table game revenues       $ 1,235      $ 1,244     $    (9)       -0.7%
   Slot revenues               9,018       10,654      (1,636)      -15.4%
   Other gaming revenues         215          662        (447)      -67.5%
                            ------------------------------------------------
  Total casino                10,468       12,560      (2,092)      -16.7%
                            ------------------------------------------------
  Non casino revenues          6,129        5,459         670        12.3%

  Less complimentaries         1,068        1,150         (82)       -7.1%
                            ------------------------------------------------
  Net revenues Las Vegas     $15,529      $16,869     $(1,340)       -7.9%
                            ------------------------------------------------






    


                                     11           (continued)





   Revenues


      The Atlantic City Showboat's net revenues declined $1.3 million or
   1.4% in the second quarter 1996 compared to the second quarter of 1995.
   This decline was principally due to a $2.5 million or 11.5% decrease
   in table game revenues.  The decline in table game revenues is
   attributable to a decline in drop and the lower hold percent experienced
   of 15.3% in the second quarter of 1996 compared to 16.2% in the same
   period in 1995.  The decline in table game revenues was partially offset
   by the $1.5 million increase in slot revenues in the second quarter 1996.
   The increase in slot revenues is attributable to approximately 450
   additional slot units, an industry growth rate of 4.6% and an increase in
   slot marketing in the second quarter 1996 compared to the second quarter
   1995.  The decline in other gaming revenues of $.3 million or 36.6% is
   principally due to the decline in keno revenues during the quarter ended
   June 30, 1996.

      The Las Vegas Showboat's net revenues declined $1.3 million or 7.9%
   in the second quarter 1996 compared to the second quarter of 1995. This
   decline was principally due to a decline in slot revenue of $1.6
   million or 15.4%. Management believes the decline is partially due to the
   loss of slot customers due to the increased competition for the local
   market and customers lost during the renovation project from July to
   December 1995.  The Company is continuing to focus its efforts on the
   establishment of viable marketing programs to reestablish the customer
   base lost during the construction period and to attract new customers.
   Other gaming revenues declined $.4 million or 67.5% in the second quarter
   1996, principally due to the decrease in bingo revenues resulting from
   increased competition added by a local casino during the second quarter
   of 1996.  Non casino revenues, consisting principally of room, food,
   beverage and bowling increased $.7 million or 12.3%.  This was primarily
   due to increased food and beverage revenues which coincided with new
   marketing programs implemented to attract patrons.


   Income From Operations

   The Company's income from operations declined $4.2 million or 29.4%
   in the quarter ended June 30, 1996 compared to the same period in the
   prior year.  The decrease was due principally to a decline in income from
   operations at both the Atlantic City Showboat and Las Vegas Showboat.
   These declines were partially offset by lower operating costs for the
   Company's corporate and development functions.







                                     12            (continued)




   

   Income From Operations


                                        Quarter ended June 30,
                                              (Unaudited)
                                             (in thousands)
                                1996        1995      Variance     Percent
  Income from operations:   ------------------------------------------------
      Atlantic City          $16,711      $19,121     $(2,410)     -12.6%
      Las Vegas               (2,467)         355      (2,822)    -794.9%
      Corporate and
     development              (4,125)      (5,213)      1,088      -20.9%
     Other                       (37)          11         (48)    -436.4%
                            ------------------------------------------------
   Consolidated              $10,082      $14,274     $(4,192)     -29.4%
                            ------------------------------------------------
  EBITDA:*
      Atlantic City          $23,363      $26,126     $(2,763)     -10.6%
      Las Vegas                 (891)       1,398      (2,289)    -163.7%
      Corporate and
     development              (4,045)      (5,154)      1,109      -21.5%
     Other                       (37)          11         (48)    -436.4%
                            ------------------------------------------------
   Consolidated              $18,390      $22,381     $(3,991)     -17.8%
                            ------------------------------------------------
    
    *EBITDA is defined as income from operations before depreciation and
   amortization.  EBITDA should not be construed as a substitute for income
   from operations, net earnings (loss) and cash flows from operating
   activities  determined in accordance with Generally Accepted Accounting
   Principles ("GAAP").  The Company has included EBITDA because it believes
   it is commonly used by certain investors and analysts to analyze and
   compare gaming companies on the basis of operating performance, leverage
   and liquidity and to determine a company's ability to service debt.


     The Atlantic City Showboat's income from operations, before management
   fees, decrease of $2.4 million or 12.6% is attributable to the decline
   in table game revenues and increased marketing expenditures during the
   quarter ended June 30, 1996 as compared to the quarter ended June 30,
   1995.  Operating expenses increased $1.1 million or 1.4% to $77.0 million
   for the June 30, 1996 quarter up from $75.9 million for the same period in
   the prior year. The increase in operating expenses is primarily attributed
   to increased marketing costs of $2.0 million in response to aggressive
   competition for slot patrons in the Atlantic City market during the second
   quarter of 1996.











                                     13                    (continued)






   Income From Operations

      The $2.8 million decline in income from operations at the Las Vegas
   Showboat before management fees and inter-company rent, was due
   principally to the decline in slot revenues and other gaming revenues
   during the second quarter 1996. Operating expenses increased $.9
   million during the second quarter 1996 to $16.4 million compared to $15.5
   million for the same period in 1995. The increased operating expense is
   due primarily to increases in advertising and marketing promotions for the
   casino, and an increase in depreciation due to the completion of the
   construction project.

      The $1.1 million decline in operating expenses for corporate and
   development is attributed to a reduction in the scope of development
   activities in the second quarter of 1996 compared to 1995.  The Company
   capitalized $.4 million of costs  related to the Company's St. Louis
   project in the second quarter of 1996 compared to $2.1 million capitalized
   for the Company's East Chicago and Randolph riverboat projects in the
   same quarter of 1995.

      The decrease in other income from operations for the quarter ended
   June 30, 1996 compared to the same period in 1995 is attributed to
   administrative expenses incurred for the Company's wholly owned subsidiary
   in Australia.  The Company realized no earnings during the quarter ended
   June 30, 1996, from its investment in the Sydney Harbour Caisno as a
   result of the write-off of preopening costs related to the interim casino.
   Approximately A$11.5 million of preopening costs were written-off in the
   three months ended June 30, 1996 and all preopening costs have been
   written-off as of June 30, 1996.














                                     14             (continued)














   Net income

      In the quarter ended June 30, 1996 the Company recorded net income
   of $1.1 million or $.07 per share compared to net income of $5.0 million
   or $.32 per share for the quarter ended June 30, 1995. The second
   quarter 1996 results reflect net interest expense for the East
   Chicago, Indiana project of $.6 million or $.03 per share and a reduction
   of interest income of $.4 million or $.02 per share due to the investment
   of corporate cash in the East Chicago subsidiary.





   Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995

   Revenues

    Net revenues for the Company increased $1.3 million or .6% in the
   first six months of 1996 compared to the same period in 1995.  This
   increase was principally due to the $1.4 million or 3.1% increase in non
   casino revenues, which consist principally of food, beverage and room
   revenues, in the six months ended June 30, 1996 compared to the same
   period in 1995. The $.2 million decline in management fees in the first
   six months of 1996 is attributed to the sale of the Star Casino in
   March, 1995 which paid management fees to the Company.  Due to the
   Company's agreement to forgive the first A$19.1 million of management
   fees due it from Sydney Harbour Casino, the Company has not yet received
   management fees from the Sydney Harbour Casino.  For the six months
   ended June 30, 1996, approximately A$5.4 million of management fees were
   forgiven and approximately A$9.7 million in management fees still
   remain to be forgiven.


















                                     15              (continued)









   

   Revenues


                                        Six months ended June 30,
                                               (Unaudited)
                                             (in thousands)

                                1996        1995      Variance     Percent
                            ------------------------------------------------
  Consolidated:
   Casino revenues           $185,848     $186,097    $  (249)       -0.1%
   Non casino revenues         44,352       42,999      1,353         3.1%
   Management fees                -            190       (190)     -100.0%
   Less complimentaries        18,385       18,743       (358)       -1.9%
                            ------------------------------------------------
  Net revenues Consolidated  $211,815     $210,543    $ 1,272         0.6%
                            ------------------------------------------------

  Atlantic City:
  Table game revenues        $ 37,506    $40,378      $(2,872)       -7.1%
  Slot revenues               125,025    118,723        6,302         5.3%
  Other gaming revenues         1,003      1,517         (514)      -33.9%
                            ------------------------------------------------
  Total casino                163,534    160,618        2,916         1.8%
                            ------------------------------------------------
  Non casino revenues          31,906     31,644          262         0.8%

  Less complimentaries         16,157     16,355         (198)       -1.2%
                            ------------------------------------------------
  Net revenues Atlantic City $179,283   $175,907      $ 3,376         1.9%
                            ------------------------------------------------

  Las Vegas:
  Table game revenues        $  2,677   $  2,651      $    26         1.0%
  Slot revenues                18,516     21,433       (2,917)      -13.6%
  Other gaming revenues         1,121      1,395         (274)      -19.6%
                            ------------------------------------------------
  Total casino                 22,314     25,479       (3,165)      -12.4%
                            ------------------------------------------------
  Non casino revenues          12,446     11,355        1,091         9.6%

  Less complimentaries          2,228      2,388         (160)       -6.7%
                            ------------------------------------------------
  Net revenues Las Vegas     $ 32,532    $34,446     $ (1,914)       -5.6%
                            ------------------------------------------------


    









                                     16                (continued)







   Revenues



    The Atlantic City Showboat's net revenues were up $3.4 million or
   1.9%, principally due to a $6.3 million or 5.3% increase in slot revenue
   in the six months ended June 30, 1996 over the same period in 1995.  The
   increase in slot revenues is attributable to the addition of
   approximately 370 slot units and an increase in slot marketing in the
   first half 1996.  The Atlantic City industry's slot revenue increased
   3.7% by comparison and there was a 7.8% increase in slot units in
   the first half of 1996 compared to 1995.  The increase in slot
   revenues was partially offset by a $2.9 million or 7.1% decline in table
   game revenues. This decline is attributable to a decline in the Company's
   table game market share in Atlantic City during the six months ended
   June 30, 1996.  The decline in other gaming revenues of $.5 million or
   33.9% is principally due to the decline in keno revenues during the six
   months ended June 30, 1996.


    The Las Vegas Showboat's net revenues declined $1.9 million or 5.6% in
   the first six months of 1996 compared to the first half of 1995. This
   decline was principally due to a decline in slot revenues of $2.9
   million or 13.6%. Management believes the decline is partially due to the
   loss of slot customers due to the increased competition for the local
   market and customers lost during the renovation project from July to
   December 1995.  The Company is continuing to focus its efforts on the
   establishment of viable marketing programs to reestablish the customer
   base lost during the construction period and to attract new customers.
   The decline in other gaming revenues of $.3 million or 19.6% in the first
   half of 1996 compared to 1995 is principally due to the decrease in bingo
   revenue during the second quarter of 1996 resulting from new competition
   for that market segment.


   Income From Operations

    The Company's income from operations decreased $3.2 million or 14.6%
   in the six months ended June 30, 1996 compared to the same period in the
   prior year.  The decrease was due principally to a decline in income from
   operations at both the Atlantic City Showboat and Las Vegas Showboat.
   These declines were partially offset by lower operating costs for the
   Company's corporate and development functions.










                                     17             (continued)







   


   Income From Operations


                                        Six Months ended June 30,
                                               (Unaudited)
                                              (in thousands)
                                1996        1995      Variance     Percent
                            ------------------------------------------------
  Income from operations:
     Atlantic City           $30,137      $31,586     $(1,449)      -4.6%
     Las Vegas                (3,310)         301      (3,611)   -1199.7%
     Corporate and
     development              (8,235)      (9,955)      1,720      -17.3%
     Other                       (71)        (234)        163      -69.7%
                            ------------------------------------------------
   Consolidated              $18,521      $21,698     $(3,177)     -14.6%
                            ------------------------------------------------
  EBITDA:*

     Atlantic City           $43,437      $45,623     $(2,186)      -4.8%
     Las Vegas                  (457)       2,417      (2,874)    -118.9%
     Corporate and
     development              (8,062)      (9,846)      1,784      -18.1%
     Other                       (71)        (233)        162      -69.5%
                            ------------------------------------------------
   Consolidated              $34,847      $37,961     $(3,114)      -8.2%
                            ------------------------------------------------
    

     *EBITDA is defined as income from operations before depreciation and
    amortization.  EBITDA should not be construed as a substitute for income
    from operations, net earnings (loss) and cash flows from operating
    activities  determined in accordance with Generally Accepted Accounting
    Principles ("GAAP").  The Company has included EBITDA because it believes
    it is commonly used by certain investors and analysts to analyze and
    compare gaming companies on the basis of operating performance, leverage
    and liquidity and to determine a company's ability to service debt.


    The Atlantic City Showboat's income from operations, before management
   fees, decreased $1.4 million or 4.6% in the first half of 1996 compared
   to 1995. This decrease is attributed to the increased operating expenses
   of $4.8 million or 3.3% to $149.1 million for the first half of 1996 up
   from $144.3 million for the same period in the prior year. This was
   partially offset by the $3.4 million increase in net revenue during the
   first half of 1996.  The increase in operating expenses is attributable
   to increased marketing expenses for slot patrons of $4.3 million in
   response to aggressive competition for slot patrons in the Atlantic City
   market during the first half of 1996.


                                     18               (continued)





   Income From Operations

    The $3.6 million decline in income from operations at the Las Vegas
   Showboat, before management fees and inter-company rent, was due
   principally to the decline in slot revenues and other gaming revenues
   during the six months ended June 30, 1996 compared to the same period in
   1995.  Operating expenses increased $1.7 million during the second half
   of 1996 to $35.8 million compared to $34.1 million for the same period in
   1995. The increased operating expense is due primarily to increases in
   advertising and marketing promotions for the casino and an increase in
   depreciation expense due to the completion of the construction project.

     The $1.7 million decline in operating expenses for corporate and
   development is attributed to a reduction in the scope of development
   activities for the six months ended June 30, 1996 compared to 1995.
   The Company capitalized $1.1 million of costs related to the Company's
   St. Louis project in the first half of 1996 compared to $3.4 million
   capitalized for the Company's East Chicago and Randolph riverboat
   projects in the same period in 1995.

     The increase in other income from operations for the six months ended
   June 30, 1996 compared to the same period in 1995 is attributed to the
   elimination of expenses for the Star Casino when it was sold in March
   of 1995.  The Company realized no earnings during the six months ended
   June 30, 1996, from its investment in the Sydney Harbour Casino as a
   result of the write-off of preopening costs.  Approximately A$20.7
   million of preopening costs were written-off in the six months ended
   June 30, 1996 and all propening costs have been written-off as of June 30,
   1996.

   Net income

    In the six months ended June 30, 1996 the Company recorded net income
   of $.3 million or $.02 per share compared to net income of $6.7 million
   or $.43 per share for the six months ended June 30, 1995.  Unusual items
   totaling $4.3 million are contributing factors to the decline in net
   income for the six months ended June 30, 1996 compared to June 30, 1995.
   The 1996 results reflect an after tax loss of $2.0 million or $.12 per
   share for the write down of the Company's investment in Showboat Mardi
   Gras, L.L.C. (SMG). SMG was formed to develop a riverboat casino
   operation in Randolph, Missouri.  The 1996 results also reflect net
   interest expense for the East Chicago, Indiana project of $.6 million
   or $.03 per share and a reduction of interest income of $.4 million
   or $.02 per share due to the investment of corporate cash in the East
   Chicago Subsidiary.  In comparison, the first six months of 1995 net
   income results included an after tax gain of $1.4 million or $.09 per
   share on the sale of the Star Casino.





                                     19               (continued)










   MATERIAL CHANGES IN FINANCIAL CONDITION

    As of June 30, 1996 the Company held cash and cash equivalents of
   $74.4 million compared to $106.9 million at December 31, 1995.  This
   decline is due principally to the funding of the East Chicago project.

    On March 28, 1996  the Company's 55% owned subsidiaries, Showboat
   Marina Casino Partnership (SMCP) and Showboat Marina Finance
   Corporation (SMFC), sold $140.0 million, 13 1/2% First Mortgage Notes
   due 2003 (the "First Mortgage Notes").  The funds were raised to
   support the development of the $195.0 million East Chicago Showboat
   riverboat casino project in East Chicago, Indiana (the "East Chicago
   Showboat").  Interest expense incurred on the First Mortgage Notes
   will be capitalized to the extent permitted under generally accepted
   accounting principles and as a result the Company anticipates that
   a portion of this expense will impact results in reporting periods
   preceding the opening of the East Chicago Showboat project, currently
   anticipated for July, 1997.  As a result, for the period ended
   December 31, 1996, the  Company anticipates that net interest expense
   of approximately $2.0 million to $3.0 million will be recorded.


    The First Mortgage Notes are senior secured obligations of SMCP and
   rank senior in right of payment to all existing and future subordinated
   indebtedness of SMCP and pari passu with SMCP's senior indebtedness.
   Terms not otherwise defined herein have the meanings assigned to them
   in the First Mortgage Note Indenture.  The First Mortgage Notes are
   secured by a first lien on substantially all of SMCP's assets.  The
   First Mortgage Note Indenture places significant restrictions on SMCP
   for the incurrence of additional Indebtedness, the creation of
   additional Liens on the Collateral securing the First Mortgage Notes,
   transactions with Affiliates and making Restricted Payments unless
   certain conditions are met.  Restricted Payments include paying a
   management fee to the Manager of the East Chicago Showboat, an entity
   which is 55% owned by the Company, unless among other things, SMCP's
   Fixed Charge Coverage Ratio for the most recently ended four full
   fiscal quarters, after giving effect to such Restricted Payment must be
   greater than 1.5 to 1.0.  To make any other Restricted Payment SMCP
   must meet, among other things, a Fixed Charge Coverage Ratio for the
   most recently ended four full fiscal quarters, after giving effect to
   such Restricted Payment, must be greater than 2.0 to 1.0.













                                     20         (continued)








      In addition, subject to certain qualifications and exceptions, the
   Company entered into a standby equity commitment with SMCP, pursuant to
   which it will cause to be made up to an aggregate of $30.0 million in
   additional capital contributions to SMCP if, during the  first three
   full four fiscal quarters following the commencement of operations at
   the East Chicago Showboat, the project's combined cash flow (defined) is
   less than $35.0 million for any one such full four quarter period.
   However, in no event will the Company be required to cause to be
   contributed to SMCP more than $15.0 million in respect of any such
   full four quarter period.  In addition, subject to certain
   qualifications and exceptions, the Company entered into a completion
   guarantee with SMCP to complete the East Chicago project so that it
   becomes operational, including the payment of all costs owing prior to
   such completion, up to a maximum aggregate amount of $30.0 million.
   The Company's obligation to complete the East Chicago project will be
   suspended during the pendency of any force majeure event or other event
   outside the control of the Company.  Currently, the Company believes that
   SMCP has sufficient resources to complete the East Chicago Showboat.
   However, no assurance can be given that SMCP will be able to complete
   the East Chicago Showboat from its available financing resources.

      During the six months ended June 30, 1996 the Company expended
   approximately $39.4 million on capital improvements at its Las Vegas
   and Atlantic City facilities (which were funded from operations) and
   construction costs at the East Chicago Showboat(which were principally
   funded from the proceeds of the First Mortgage Notes).  Approximately
   $22.1 million of the $39.4 million related to the East Chicago Showboat.


      On April 1, 1996, an affiliate of the Company, Sydney Harbour Casino
   Holdings Limited, ("SHCH") through its wholly owned subsidiary, Sydney
   Harbour Casino Properties Pty Limited, ("SHCP") renegotiated its
   agreement with Leighton Properties Pty Limited ("Leighton Properties")
   for the design and construction of the interim and permanent Sydney
   Harbour Casino. The renegotiated project cost is approximately A$867.2
   million, a A$176.1 million increase over the April 1994 projected
   project cost of A$691.1 million, and includes the administration and
   management of the project, an accelerated completion date of December
   1997, the firming up of monetary allowances and resolution of certain
   claims by Leighton Properties to SHCP.  The design element changes
   incorporated in the renegotiated contract for the permanent casino were
   made with a view toward improving its operational efficiency and product
   quality and to match the changing competitive environment. The increased
   project cost is being funded in part by the sale of 35,250,000 preferred
   ordinary shares of stock by SHCH on May 13, 1996, providing net proceeds









                                     21             (continued)








   of approximately A$64.0 million.  Additional financing of A$150.0 million
   has been negotiated with local banks and is subject to finalizing the
   bank documents and obtaining required approvals.  As with any
   construction contract, the final amount of such contract will be subject
   to modification based upon change orders and the occurrence of events
   such as costs associated with certain types of construction delays.  No
   assurance can be given that the construction costs for the Sydney Harbour
   will not exceed the announced project cost estimate.  The sale of the
   additional equity by SHCH reduced the Company's equity in the project to
   24.6% from 26.3%.

    The Company through its subsidiary, Showboat Lemay, Inc. ("Showboat
   Lemay"), has an 80% general partner interest in Southboat Limited
   Partnership ("SLP") which, subject to licensing, plans to build and
   operate a riverboat casino project and related facilities (the
   "Southboat Casino Project") on the Mississippi River near Lemay,
   Missouri.  Pursuant to the limited partnership agreement, Showboat Lemay
   is responsible for borrowing up to $75.0 million (the "Development
   Financing') on behalf of SLP.  The Company has committed to use its best
   efforts to obtain a commitment letter for the Development Financing
   within 60 days after SLP is selected for investigation for a gaming
   license by the Missouri Gaming Commission or obtain the Development
   Financing within a commercially reasonable time following such selection.
   The Company's commitment replaced a previous commitment letter from an
   unrelated party.  No assurance can be given that SLP will be successful in
   obtaining the necessary funds to finance its gaming project or that SLP
   will successfully obtain a casino license.


    The Company continues to examine, and if appropriate, may pursue
   potential gaming opportunities in jurisdictions where gaming is legalized
   and in other jurisdictions that, in the future, may legalize private for
   profit casino gaming.  There can be no assurance that legislation will be
   enacted in any additional jurisdictions, that any properties in which the
   Company may have invested will be compatible with any gaming legislation
   so enacted, that legalized gaming will continue to be authorized in any
   jurisdictions or the Company will be able to obtain the required licenses
   in any jurisdiction.  Further, no assurance can be given that any of the
   announced or unannounced projects under development will be completed,
   licensed or result in any significant contribution to the Company's cash
   flow or earnings.  Casino gaming operations are highly regulated and new
   casino developments are subject to a number of risks and uncertainties,
   many of which are beyond the Company's control.










                                     22            (continued)









    The Company believes that it has sufficient capital resources,
   including its existing cash balances, cash provided by operations and
   existing borrowing capacity, to cover the cash requirements of its
   existing operations.  The ability of the Company to satisfy its cash
   requirements, will be dependent upon the future performance of its
   casino hotels which will continue to be influenced by prevailing
   economic conditions and financial, business and other factors, certain
   of which are beyond the control of the Company. As the Company realizes
   expansion opportunities, the Company will need to make significant
   capital investments in such opportunities and additional financing will
   be required.  The Company anticipates that additional funds will be
   obtained through loans or public offerings of equity or debt
   securities.  Although no assurance can be made that such funds will be
   available or at interest rates acceptable to the Company.

    All statements contained herein that are not historical facts,
   including but not limited to, statements regarding the Company's
   current business strategy, the Company's prospective joint ventures,
   expansions of existing projects, and the Company's plans for future
   development and operations, are based upon current expectations.  These
   statements are forward-looking in nature and involve a number of risks
   and uncertainties.  Actual results may differ materially. Among the
   factors that could cause actual results to differ materially are the
   following: the availability of sufficient capital to finance the
   Company's business plan on terms satisfactory to the Company;
   competitive factors, such as legalization of gaming in jurisdictions
   from which the Company draws significant numbers of patrons and an
   increase in the number of casinos serving the markets in which the
   Company's casinos are located; changes in labor, equipment and capital
   costs; the ability of the Company to consummate its contemplated joint
   ventures on terms satisfactory to the Company and to obtain necessary
   regulatory approvals therefore; changes in regulations affecting the
   gaming industry; the ability of the Company to comply with its
   Indentures for its 9 1/4% First Mortgage Bonds and 13% Senior
   Subordinated Indebtedness; future acquisitions or strategic
   partnerships; general business and economic conditions; and other
   factors described from time to time in the Company's reports filed with
   the Securities and Exchange Commission. The Company wishes to caution
   the readers not to place undue reliance on any such forward-looking
   statements, which statements are made pursuant to the Private
   Litigation Reform Act of 1995 and, as such, speak only as of the date
   made.









                                     23








                            SHOWBOAT, INC. AND SUBSIDIARIES
                            PART II, OTHER INFORMATION

   
Item 1. Legal Proceedings.

  "William H Ahern v. Caesars World, Inc., et al.", Case No.
  94-532-Civ-Orl-22, instituted on May 10, 1994 (the "Ahern Complaint") and
  "William Poulos v. Caesars World, Inc., et al.", Case No.94-478-Civ-Orl-22,
  instituted on April 26, 1994 (the "Poulos Complaint")(collectively, the
  Ahern Complaint and the Poulos Complaint are referred to as the
  "Complaints").  See the Company's Quarterly Report on Form 10-Q for the
  three months ended March 31, 1996 for the discussion of material
  developments in these cases during the Company's first quarter.  Two
  individuals, each purportedly representing a class, filed the Complaints
  in the United States District Court, Middle District of Florida, against
  various manufacturers, distributors and casino operators of video poker
  and electronic slot machines, including the Company.  The Complaints
  allege that the defendants have engaged in a course of conduct intended
  to induce persons to play such games based on a false belief concerning
  how the gaming machines operate, as well as the extent to which there is
  an opportunity to win on a given play.  The Complaints allege violations
  of the Racketeer Influenced and Corrupt Organizations Act (the "RICO
  Act"), as well as claims of common law fraud, unjust enrichment and
  negligent misrepresentation, and seek damages in excess of $1.0 billion
  without any substantiation of that amount.  The Complaints were
  consolidated and transferred to the United States District Court for the
  District of Nevada.  The Company filed a motion to dismiss the action
  based on jurisdiction, abstention and related doctrines.  Various other
  defendants filed similar motions and motions to dismiss based on defects
  in the pleadings.  The Nevada District Court entered an order granting
  the motions to dismiss based on defects in the pleadings, and denying as
  moot all other pending motions, including those of the Company.  The
  Court granted plaintiffs until May 31, 1996 within which to file an
  amended complaint that complies with the applicable pleading
  requirements.  One of the plaintiffs subsequently withdrew as a
  representative of the purported class, and another plaintiff took his
  place.  The plaintiffs filed an amended complaint on or about May 31, 1996.
  The Company renewed its motion to dismiss based on abstention and
  related doctrines, and joined in the motions to dismiss filed by other
  defendants based on defects in the pleadings.  Management continues to
  believe that the substance of the allegations in the Complaints are
  without merit.
    









                                     24          (continued)







                            SHOWBOAT, INC. AND SUBSIDIARIES
                            PART II, OTHER INFORMATION
                                    (continued)



   "Hyland, et al. v. Griffin Investigations, et al.", Case No. 95-CV-2236
   (JEI), instituted on May 5, 1995, in the United States District Court
   for the District of New Jersey (Camden Division).  The Company was
   served with a First Amended Complaint on August 29, 1995.   Seventy-six
   casino operators, including the Company, and others were originally
   named as defendants in the action.  The action, brought on behalf of
   "card counters," alleges that the casino operators exclude card
   counters from play and share information about card counters.  The
   action is based on alleged violations of federal antitrust law, the
   Fair Credit Reporting Act, and various state consumer protection laws.
   On May 30, 1996, the Court granted defendants' motions to dismiss the
   plaintiffs' complaint in its entirety.



   "ITSI TV Productions, Inc. v. Bally's Grand, Inc.", et al., Case No.
   CV-N-90-314-HDM, instituted on June 29, 1990 in the United States
   Court, District of Nevada (the "Nevada action").  The plaintiff claims
   that numerous hotel-casinos, including the Company, infringed on the
   plaintiff's copyright by displaying to sports book customers certain
   horse race broadcasts.  The plaintiff seeks to recover damages for
   copyright infringement in an unknown amount.  The same factual issues
   were raised in an action filed in the United States District Court for
   the Eastern District of California (the "California action') in which
   the Company was not a party.  The United States District Court for the
   District of Nevada stayed and administratively stayed the Nevada action
   pending resolution of the liability issues in the California action.
   The California action was tried in 1993 and therein the Court found
   that although the plaintiff owned the copyright, there was no
   infringement.  The plaintiff appealed the decision of the trial court
   in the California action and the Ninth Circuit Court of Appeals recently
   affirmed that decision.  No action has been taken with respect to the
   administrative stay imposed by the Nevada District Court in the Nevada
   action.  Management believes that the plaintiff is not entitled to
   damages and intends to defend vigorously the allegations.












                                     25            (continued)



                            SHOWBOAT, INC. AND SUBSIDIARIES
                            PART II, OTHER INFORMATION
                                   (continued)

   

  "Progressive Games, Inc. v. Arizona Charlie's et al.", Case No.
  CV-S-96-00489-PMP (RJJ), instituted on June 5, 1996 in the United States
  District Court for the District of Nevada.  The plaintiff filed a
  Complaint against 62 casinos located in Nevada, including the Las Vegas
  Showboat.  The complaint alleges a patent infringement in connection
  with a live casino game including an electronic jackpot feature known as
  "Let It Ride the Tournament" used by the defendants.  The plaintiff
  seeks to recover damages for patent infringement, including punitive
  damages.  The licensor of the casino game has assumed the defense and
  has agreed to indemnify the Las Vegas Showboat and other casinos in this
  matter.  On July 28, 1996, the licensor filed a motion to dismiss the
  action against the casino defendants or, in the alternative, to stay
  all actions against the casino defendants until such time as certain
  issues in the pending action between plaintiff and licensor have been
  resolved.
    

Item 2. Changes in Securities
        Not Applicable

Item 3. Defaults Upon Senior Securities.
        Not Applicable























                                     26










                            SHOWBOAT, INC. AND SUBSIDIARIES
                            PART II, OTHER INFORMATION
                                   (continued)

Item 4. Submission of Matters to a Vote of Security Holders

       (a) The Company's annual meeting of shareholders was held on
       May 30, 1996.

       (b) Directors elected at the annual meeting for a term expiring
       in 1999 are as follows: George A. Zettler and Carolyn M. Sparks.
       The Directors continuing in office after the annual meeting are
       as follows: J.K. Houssels (term expires in 1998); William C.
       Richardson (term expires in 1998); John D. Gaughan (term expires
       in 1997); Jeanne S. Stewart (term expires in 1998); Frank A.
       Modica (term expires in 1997); H. Gregory Nasky (term expires in
       1997); and J. Kell Houssels, III (term expires in 1997).

       (c) Votes for the election of directors:

      Nominees                         For            Withheld     Abstain
      ---------------           ------------         -----------  ---------
      George A. Zettler          10,520,078           1,878,513       0
      Carolyn M. Sparks          10,513,193            1,885,398      0

       Votes for approval of amendments to the 1989 Directors' Stock
       Option Plan:
                                     For              Against      Abstain
                                  -----------       ------------ ----------
                                    9,855,805          2,500,712   42,074

       Votes for ratification and selection of auditors for the year ended
       December 31, 1996:
                                                                   Broker
                                For      Against      Abstain     Non-Votes
                            -----------  -------     ---------   ----------
       KPMG Peat Marwick     12,066,792    5,671       14,152     311,976


Item 5. Other Information
        Not applicable












                                     27













                            SHOWBOAT, INC. AND SUBSIDIARIES
                            PART II, OTHER INFORMATION
                                   (continued)


Item 6. Exhibits and Reports on Form 8-K

                  (a) Exhibits

       Exhibit No.                      Description
       ----------           ----------------------------------
          4.01              Indenture dated as of March 28, 1996, among
                            Showboat Marina Casino Partnership, Showboat
                            Marina Fiance Corporation, Donaldson, Lufkin
                            & Jenrette Securities Corporation, Nomura
                            Securities International, Inc., Bear, Stearns
                            & Co., Inc. and American Bank National
                            Association, as trustee, relating to the 13 1/2
                            Series A and Series B First Mortgage Notes due
                            2003. *

         10.01              Escrow and Disbursement Agreement dated March
                            28, 1996, by and among Showboat Marina Casino
                            Partnership, Showboat Marina Finace Corporation
                            and Showboat, Inc.(as escrow agent and
                            disbursement agent) and American Bank National
                            Association, as trustee. *


          27.01             Financial Data Schedule

                            *Previously filed

       (b) Reports on Form 8-K
           None















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                             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 thereunto duly authorized.



                                                    Showboat, Inc.
                                                     Registrant


   Date: December 10, 1996                  s/ J. Kell Houssels, III
       ---------------------            ------------------------------------
                                        J. KELL HOUSSELS, III,
                                        President and Chief Executive
                                        Officer


   Date: December 10, 1996                  s/ R. Craig Bird
       ---------------------            ------------------------------------
                                        R. CRAIG BIRD, Executive Vice
                                        President - Finance and
                                        Administration and Chief
                                        Financial Officer



    


















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                            EXHIBIT INDEX

   Exhibit No.                          Description
   ------------             ----------------------------------
     4.01         Indenture dated as of March 29,1 996, among Showboat
                  Marina Casino Partnership, Showboat Marina Fiance
                  Corporation, Donaldson, Lufkin & Jenrette Securities
                  Corporation, Nomura Securities International, Inc.,
                  Bear, Stearns & Co., Inc. and American Bank National
                  Association, as trustee, relating to the 13 1/2 Series
                  A and Series B First Mortgage Notes due 2003. *

     10.01        Escrow and Disbursement Agreement dated March 28,
                  1996, by amd among Showboat Marina Casino Partnership,
                  Showboat Marina Finance Corporation and Showboat, Inc.
                  (as escrow agent and disbursement agent) and American
                  Bank National Association, as trustee. *

     
     27.01        Financial Data Schedule


                  *Previously filed

























                                     30