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

                          				 FORM 10-Q
 

(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, 1997
                                -------------------------------------------

                             				     OR

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

For the transition period from:____________________ to ___________________

Commission file number:                      1-7123
                       ---------------------------------------------------

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

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


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 Section 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
                                                 -------      -------
                               1
<PAGE>

            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             16,114,670 shares outstanding
-----------------------------------             -----------------------------
			
                                 2
<PAGE>
                 SHOWBOAT, INC. AND SUBSIDIARIES
                               INDEX

Part I      FINANCIAL INFORMATION                             Page No.

  Item 1.   Financial Statements

	    Condensed Consolidated Balance Sheets -
	    June 30, 1997 and December 31, 1996                          4-5

	    Condensed Consolidated Statements of Income -       
	    For the three months ended June 30, 
	    1997 and 1996                                                  6

	    Condensed Consolidated Statements of Income -
	    For the six months ended June 30,
	    1997 and 1996                                                  7

	    Condensed Consolidated Statements of Cash Flows -
	    For the six months ended June 30,
	    1997 and 1996                                                  8

	    Notes to the Condensed Consolidated Financial
	    Statements                                                  9-11

  Item 2.   Management's Discussion and Analysis
	    of Financial Condition and Results
	    of Operations                                              12-19


PART II     OTHER INFORMATION                               

	    ITEMS 1 - 6                                                20-21

	    SIGNATURES                                                    22

                                   3

<PAGE>

Item 1. Financial Statements

<TABLE>
<CAPTION>
                    SHOWBOAT, INC AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                   JUNE 30, 1997 AND DECEMBER 31, 1996

                                              June 30,         December 31, 
 ASSETS                                         1997               1996 
------------------------                      ----------      ------------
                                              (unaudited)
                                                      (In thousands)
<S>                                           <C>              <C>
Current assets:
  Cash and cash equivalents                     $ 75,481         $ 60,287 
   Short term investments                         17,228           28,848
   Receivables, net                               14,599           12,402 
   Income tax receivable                           4,205            2,396 
   Inventories                                     3,343            2,785 
   Prepaid expenses                                8,968            4,470 
   Current deferred income taxes                   8,780            7,802 
                                              -----------      -----------
      Total current assets                       132,604          118,990 
                                              -----------      -----------
Property and equipment                           740,076          651,486 
Less accumulated depreciation 
  and amortization                               224,153          211,298
                                              -----------      -----------
                                                 515,923          440,188 
                                              -----------      -----------
Other assets:
  Restricted cash and investments                      -           69,601 
  
  Investments in unconsolidated affiliate        140,651          138,964 
  
  Deposits and other assets                       24,787           23,326 
    
  Economic development and licensing
   costs, net of accumulated amortization
   of $229,000 and -0- at June 30, 1997
   and December 31, 1996, respectively            11,241            7,637

  Debt issuance costs, net of accumulated 
   amortization of $3,666,000 and $2,942,000 
   at June 30, 1997 and December 31, 1996, 
   respectively                                   15,356           15,963 
                                              -----------      -----------
                                                 192,035          255,491
                                              -----------      -----------
                                              $  840,562       $  814,669
                                              ===========      ===========

 See accompanying notes to condensed consolidated financial statements.
</TABLE>
											
                                 4                           (continued)
<PAGE>

<TABLE>
<CAPTION>
                    SHOWBOAT, INC AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                  JUNE 30, 1997 AND DECEMBER 31, 1996
                              (continued)

					    
                                               June 30,        December 31,
LIABILITIES AND SHAREHOLDERS'EQUITY              1997              1996 
--------------------------------             ------------     -------------
                                             (unaudited)
                                                    (In thousands)
<S>                                           <C>                <C>
Current liabilities
  Current maturities of long-term debt - 
  with recourse                               $         27       $       25 
  Current maturities of long-term debt -             
  without recourse                                   5,284                -
  Accounts payable                                  27,623           17,688 
  Dividends payable                                    403              405 
  Accured liabilities                               47,644           41,933 
                                              -------------      -----------
     Total current liabilities                      80,981           60,051 
                                              -------------      -----------
Long-term debt, excluding current maturities      
  Debt with recourse                               392,893          392,719
  Debt without recourse                            154,609          140,000
                                              -------------      -----------
                                                   547,502          532,719

Other liabilities                                    3,386            4,866 
                                              -------------      -----------
Deferred income taxes                               24,004           24,888 
                                              -------------      -----------

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 16,252,169
   shares at June 30, 1997 and 16,181,199
   at December 31, 1996                             16,252           16,181 
   Additional paid-in capital                       89,114           87,698 
   Retained earnings                                82,899           84,828 
                                              -------------      -----------
                                                   188,265          188,707 

Cumulative foreign currency translation 
  adjustment                                           976            4,773 
Cost of common stock in treasury, 151,250
  shares at June 30, 1997 and -0- shares at
  December 31, 1996                                 (3,026)               -
Unearned compensation for restricted stock          (1,526)          (1,335)
                                              --------------     -----------
  Total shareholders'equity                        184,689          192,145 
                                              --------------     -----------
                                              $    840,562       $  814,669
                                              ==============     ===========

See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                   5
<PAGE>

<TABLE>
<CAPTION>		     
                   SHOWBOAT, INC AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
          FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                             (unaudited) 
                (In thousands except per share data)

                                                1997             1996 
                                            ------------     ------------
<S>                                          <C>               <C>
Revenues:                                   
  Casino                                     $    134,244      $     95,858 
  Food and beverage                                16,415            14,119 
  Rooms                                             6,639             6,632 
  Management fees                                     837                 -
  Sports and special events                           820               855 
  Other                                             1,938             1,898 
                                              ------------      ------------
                                                  160,893           119,362
Less complimentaries                               11,588            10,137 
                                              ------------      ------------
  Net revenues                                    149,305           109,225 
                                              ------------      ------------
Operating costs and expenses:
  Casino                                           67,284            47,876 
  Food and beverage                                 9,989             8,181 
  Rooms                                             1,651             1,870 
  Sports and special events                           683               630 
  General and administrative                       36,204            29,407 
  Selling, advertising and promotion                6,762             2,871 
  Depreciation and amortization                    10,574             8,308
  Preopening costs                                  9,577                 -
                                               -----------       -----------
                                                  142,724            99,143 
                                               -----------       -----------

Income from consolidated subsidiaries               6,581            10,082 
Equity in income of unconsolidated affiliate          540                 -
                                               -----------       -----------
Income from operations                              7,121            10,082  
                                               -----------       -----------
Other (income) expense:
 Interest income                                   (1,124)           (3,034)
 Interest expense, net of amounts capitalized      12,436            11,738 
                                               -----------       -----------
                                                   11,312             8,704 
                                               -----------       -----------
Income (loss) before income taxes and 
 minority interest                                 (4,191)            1,378 
Minority interest share of loss                       598               828
                                               -----------       -----------

Income (loss) before income taxes                  (3,593)            2,206 
Income tax expense (benefit)                       (1,594)            1,070 
                                               -----------       -----------
Net income (loss)                            $     (1,999)     $      1,136 
                                               ===========       ===========

Net income (loss) per common and 
 equivalent share                            $      (0.12)     $       0.07 
Shares used in per share calculation           16,218,119        16,428,966


See accompanying notes to condensed consolidated financial statements.
</TABLE>					   

                                   6
<PAGE>

<TABLE>
<CAPTION>
                       SHOWBOAT, INC AND SUBSIDIARIES
	              	 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	               FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                 (unaudited)
                     (In thousands except per share data)

                                                     1997              1996 
                                                ------------     -------------
<S>                                           <C>               <C>
Revenues:
 Casino                                       $     226,841     $     185,848 
 Food and beverage                                   29,477            27,110 
 Rooms                                               12,309            12,428 
 Management fees                                        837                 -
 Sports and special events                            1,797             1,903 
 Other                                                3,178             2,911 
                                                ------------      ------------
                                                    274,439           230,200 
Less complimentaries                                 21,101            18,385 
                                                ------------      ------------
 Net revenues                                       253,338           211,815 
                                                ------------      ------------
Operating costs and expenses:
 Casino                                             115,602            92,101 
 Food and beverage                                   17,380            16,267 
 Rooms                                                3,440             4,007 
 Sports and special events                            1,593             1,451 
 General and administrative                          64,587            57,782 
 Selling, advertising and promotion                   8,767             5,360 
 Depreciation and amortization                       18,903            16,326
 Preopening costs                                     9,577                 -
                                                -----------      -------------
                                                    239,849           193,294 
                                                ------------     -------------
Income from consolidated subsidiaries                13,489            18,521 
Equity in income of unconsolidated affiliate          2,003                 -
                                                ------------     -------------
Income from operations                               15,492            18,521 
                                                ------------     -------------
Other (income) expense:
 Interest income                                     (2,978)           (4,430)
 Interest expense, net of amounts capitalized        21,392            19,275 
 Write down of investment in affiliate                    -             3,902 
                                                ------------     -------------
                                                     18,414            18,747 

Loss before income taxes and minority interest       (2,922)             (226)
 Minority interest share of loss                        747               835
                                                ------------      ------------
Income (loss) before income taxes                    (2,175)              609 
Income tax expense (benefit)                         (1,055)              274 
                                                ------------      ------------
Net income (loss)                             $      (1,120)    $         335 
                                                ============      ============


Net income (loss) per common and 
 equivalent share                             $       (0.07)    $        0.02 
Shares used in per share calculation             16,267,433        16,213,182


See accompanying notes to condensed consolidated finanical statements.
</TABLE>

                                   7
<PAGE>

<TABLE>			 
<CAPTION>
                     SHOWBOAT, INC AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (unaudited)
				    
                                                     1997              1996 
                                                -------------     ------------
                                                         (In thousands)
                                                     
<S>                                              <C>               <C>
Net cash provided by operating activities        $    18,701       $   20,038
                                                   ----------        ---------

Cash flows from investing activities:
  Acquisition of property and equipment              (77,307)         (39,424)
  Investment in unconsolidated affiliate              (5,823)          (5,823)
  (Increase) decrease in restricted cash and 
    investments in consolidated affiliate             64,408         (145,474)
  Deposit for Casino Reinvestment
    Development Authority obligation                  (2,014)          (1,964)
  Sale of short term investments                      11,620                -
  Other                                                  554              184
                                                   ----------       ----------
    Net cash used in investing activities             (8,562)        (192,501)   
                                                   ----------       ----------
Cash flows from financing activities:
  Principal payments of long-term debt                  (739)             (12)
  Proceeds from issuance of long-term debt             9,636          140,000
  Debt issuance costs                                   (116)          (6,105)
  Proceeds from employee stock option exercises          128            5,331
  Payment of dividends                                  (811)            (788)
  Minority interest contributions                          -               77
  Repurchase of shares for treasury stock             (3,043)               -
                                                   ----------       ----------
   Net cash provided by financing activities           5,055          138,503
                                                   ----------       ----------
Net increase (decrease) in cash and 
  cash equivalents                                    15,194          (33,960)
Cash and cash equivalents at beginning of period      60,287          106,927
                                                   ----------       ----------
Cash and cash equivalents at end of period       $    75,481       $   72,967   
                                                   ==========       ==========

Supplemental disclosures of cash flow 
  information and non-cash investing and 
  financing activities:
   Cash paid during the period for:
   Interest, net of amounts capitalized               20,209           13,669
   Income taxes                                          495            2,524
   
   Increase (decrease) in property and 
    equipment aquisitions included in 
    construction contracts and retentions 
    payable                                            6,409           (1,864)
   Foreign currency translation adjustment            (3,797)           4,070
   Equipment acquired under capital leases            10,984                -


See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                        8
<PAGE>		
                	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
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's 
December 31, 1996 Annual Report on Form 10-K.

        The accompanying unaudited condensed consolidated financial
statements contain all adjustments of a recurring nature, which in the
opinion of managment, are 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.

	Preopening Costs

        Effective January 1, 1997, the Company changed its method of
accounting for preopening costs.  Preopening costs will be immediately
expensed when a new facility opens for business rather than amortized
over a period not to exceed one year as was previously done.  Expensing
these costs at the date of opening is a general industry practice and
will provide a better comparison of the Company's operations to other
gaming companies.  This change in accounting resulted in a $9,577,000
charge to operations for the three months and the six months ended
June 30, 1997.  There is no cummulative effect as of January 1, 1997
of this accounting change.

        If the new method of accounting for preopening costs had been
applied as of January 1, 1996, the equity in income of unconsolidated
affiliate would have increased resulting in net income for the three
months and six months ended June 30, 1996 of 1,856,000 and 1,613,000,
respectively.  Earnings per share for the three months and six months
ended June 30, 1996 would have increased to $.11 and $.10, respectively.

2.  LONG TERM DEBT

        The Company's increase in long term debt was due to the
completion of certain capital lease financing ("Capital Lease") by
the Company's 55% owned affiliate Showboat Marina Casino Partnership
(SMCP) in March of 1997.  The total amount borrowed under the Capital
Lease was approximately $11.0 million.  The term of the lease is 48
months and accrues interest at 11.0%.

                                  9                   (continued)
<PAGE>

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

2.  LONG TERM DEBT (continued)

        SMCP also secured additional equipment financing from FINOVA
Capital Corporation of approximately $10.0 million in June of 1997.
The FINOVA equipment financing was secured by certain equipment
purchased during the construction of the casino.  The term of the
FINOVA financing was for a period of three years and the financing
accrues interest at 11.1%.

3.  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

        In February, 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, "Earnings Per Share,"
(Statement 128) which establishes standards for computing and presenting
earnings per share (EPS).  It replaces the presentation of primary and fully 
diluted EPS with a presentation of basic and diluted EPS.  Statement 128 is 
effective for financial statements for both interim and annual periods 
ending after December 15, 1997.  Earlier application is not permitted.  
After adoption, all prior period EPS data should be restated to conform to 
Statement 128.

        The Company will adopt Statement 128 in the fourth quarter of 1997.
The pro forma impact of Statement 128 on the three months and six months
ended June 30, 1997 is basic and diluted EPS would have been $(.12) and
$(.07), respectively.

        In February 1997, the Financial Accounting Standards Board issued
SFAS No. 129, "Disclosure of Information about Capital Structure" (SFAS
No. 129).  SFAS No. 129 establishes standards for disclosing information
about an entity's capital structure.  The company intends to comply with the 
disclosure requirements of this statement which is effective for periods 
ending after December 15, 1997.

        In June 1997, the Financial Accounting Standards Board issued SFAS
No. 130, "Reporting Comprehensive Income" (SFAS No. 130).  SFAS No. 130
requires companies to classify items of other comprehensive income by
their nature in a financial statement and display the accumulated balance
of other comprehensive income separately from retained earnings and additional 
paid-in capital in the equity section of a statement of financial position, 
and is effective for financial statements issued for fiscal years beginning 
after December 15, 1997.  The Company is currently assessing the impact of 
this pronouncement on the Company's  financial statements.

        In June 1997, the Financial Accounting Standards Board issued SFAS
No. 131, "Disclosure About Segments of an Enterprise and Related Information" 
(SFAS No. 131).  SFAS No. 131 establishes additional standards for segment 
reporting in the financial statements and is effective for fiscal years 
beginning after December 15, 1997.  The Company is currently assessing the 
impact of this pronouncement on the Company's financial statements.

4.  COMMITMENTS AND CONTINGENCIES

        On May 3, 1997, Publishing & Broadcasting Limited ("PBL") formally
advised the Company that PBL had let lapse the agreement in principle to
acquire from the Company 10% of the stock of Sydney Harbour Casino Holdings
Limited and the right to manage Sydney Harbour Casino.  Accordingly, the
Company will not receive any of the funds which would have been provided to
it upon the sale of those assets described in the agreement in principle.
The Company retains its rights to manage Sydney Harbour Casino and will
remain the largest single shareholder (at 24.6%) of Sydney Harbour Casino
Holdings Limited.

                                 10                         (continued)
<PAGE>
                       SHOWBOAT, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4.  COMMITMENTS AND CONTINGENCIES  (continued)

        As previously disclosed in the Company's 1996 year end financial 
statements and management's discussion and analysis of financial 
condition and results of operations, the Company entered into a completion 
guarantee to complete the East Chicago Showboat up to a maximum aggregate 
amount of $30.0 million.  On April 18, 1997, the East Chicago Showboat 
commenced operations and the Company's obligations under the completion 
guarantee were terminated.  The Company was not required to provide any 
funds under the completion guarantee.  In addition, the Company entered 
into a standby equity commitment pursuant to which it will cause to be made 
up to an aggregate of $30.0 million in additional capital contributions to 
the East Chicago Showboat 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 (as 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 the East Chicago 
Showboat more than $15.0 million in respect of any such full four quarter 
period.

        The Company is involved in various claims and legal actions arising
in the ordinary course of business.  In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the 
Company's financial statements taken as a whole.

                                    11
<PAGE>

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 which owns and operates the Atlantic City 
Showboat Casino and Hotel in Atlantic City, New Jersey (the "Atlantic City 
Showboat"), the Las Vegas Showboat Hotel, Casino and Bowling Center in 
Las Vegas, Nevada (the "Las Vegas Showboat"), owns a 24.6% equity interest 
in, and manages through subsidiaries, the Sydney Harbour Casino located in 
Sydney, New South Wales, Australia ("Sydney Harbour Casino") and owns through
subsidiaries a 55% interest in, and manages, the Showboat Mardi Gras Casino 
located in East Chicago, Indiana (the "East Chicago Showboat"), which 
commenced operations April 18, 1997.

	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 conditions and results of operations included in the Company's 
December 31, 1996 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$".  As of June 30, 1997, the exchange rate was approximately 
US$.7525 for each A$1.00.


MATERIAL CHANGES IN RESULTS OF OPERATIONS

Quarter Ended June 30, 1997 Compared to Quarter Ended June 30, 1996

Comparison of Operating Results for the three months ended June 30, 1997 
and 1996 Financial Highlights

<TABLE>
<CAPTION>

Three months ended June 30,        1997       1996     Variance    Percent
----------------------------------------------------------------------------
(Dollars in thousands)

<S>                              <C>        <C>        <C>          <C>
Gross revenues
  Atlantic City Showboat         107,401    102,765      4,636        4.5%
  Las Vegas Showboat              17,134     16,597        537        3.2%
  Showboat Australia - Mgt. Fee      837          -        837         N/A
  East Chicago Showboat           35,521          -     35,521         N/A
                                 --------   --------   --------     -------
                                 160,893    119,362     41,531       34.8%
                                 --------   --------   --------     -------
  
Net revenues
  Atlantic City Showboat          97,452     93,696      3,756        4.0%
  Las Vegas Showboat              16,176     15,529        647        4.2%
  Showboat Australia - Mgt. Fee      837          -        837         N/A
  East Chicago Showboat           34,840          -     34,840         N/A
                                 --------   --------   --------     -------
                                 149,305    109,225     40,080       36.7%
                                 --------   --------   --------     -------
</TABLE>

                                 12                        (continued)
<PAGE>

MATERIAL CHANGES IN RESULTS OF OPERATIONS  (continued)

Comparison of Operating Results for the three months ended June 30, 1997 and 
1996 Financial Highlights (continued)

<TABLE>
<CAPTION>

Three months ended June 30,        1997       1996     Variance    Percent
-----------------------------------------------------------------------------
(Dollars in thousands)

<S>                              <C>        <C>        <C>        <C>
Income from Operations
  Atlantic City Showboat          17,627     16,711        916        5.5%
  Las Vegas Showboat              (1,051)    (2,467)     1,416       57.4%
  Corporate and development       (4,322)    (4,125)      (197)      (4.8%)
  Showboat Australia- Mgmt. Fee      764        (37)       801     2164.9%
  Sydney Harbour Casino              540         -         540         N/A
  East Chicago Showboat            3,140         -       3,140         N/A
  East Chicago Showboat-
   preopening                     (9,577)        -      (9,577)        N/A
                                 --------   --------   --------   ----------
                                   7,121     10,082     (2,961)     (29.4%)
                                 --------   --------   --------   ----------

EBITDA *
  Atlantic City Showboat          24,097     23,363        734        3.1%
  Las Vegas Showboat                 519       (891)     1,410      158.2%
  Corporate and development       (4,217)    (4,045)      (172)      (4.3%)
  Showboat Australia - Mgmt. Fee     764        (37)       801     2164.9%
  Sydney Harbour Casino              540        -          540         N/A
  East Chicago Showboat            5,569        -        5,569         N/A
  East Chicago Showboat- 
  preopening                      (9,577)       -       (9,577)        N/A
                                 --------   --------   --------   ----------
                                  17,695     18,390       (695)      (3.8%)
                                 --------   --------   --------   ----------
</TABLE>

* 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 flow 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.

Revenues

         Gross revenues for the quarter ended June 30, 1997, increased 
$41.5 million or 34.8% over the same period in 1996 due primarily to the 
inclusion of $35.5 million of revenues from the East Chicago Showboat and the 
recognition of $.8 million of management fees from the Company's affiliate 
Sydney Harbour Casino.  The increase in gross revenues was offset by a $1.5 
million or 14.3% increase in complimentaries, resulting in a $40.1 million 
or 36.7% increase in net revenues for the second quarter 1997.
											
                                  13                        (continued)
<PAGE>

MATERIAL CHANGES IN RESULTS OF OPERATIONS  (continued)

Revenues  (continued)

        The Atlantic City Showboat's gross revenue for the second quarter
1997 compared to the second quarter 1996 increased $4.6 million or 4.5%
and was attributable to a $4.8 million or 5.6% increase in casino revenues.
The increase in casino revenues was due to the $6.4  million or 9.8% increase 
in slot revenue attributable to the addition of approximately 80 slot 
machines during the second quarter of 1997 compared to the same period in 
1996.  This increase was partially offset by the $1.7 million or 8.9% 
decline in table games revenue attributable to the decline in table 
games hold percent of  13.9%  in the second quarter compared to 15.3% in the 
same quarter of 1996.  Net revenues increased $3.8 million or 4.0% after 
recognition of a $.9 million or 9.7% increase in complimentaries in the 
second quarter of 1997.

        The Las Vegas Showboat's net revenues improved $.6 million or 4.2%
in the second quarter 1997 compared to the second quarter 1996 primarily
due to a $.7 million or 6.8% increase in casino revenues.  The increase
in casino revenues primarily resulted from a $.6 million or 6.5% increase
in slot revenue.  Revenue improvements were achieved through focused
marketing activities aided by the fact that there were no significant
capacity increases in the market until the end of the June 1997 quarter.
At the end of the June quarter, capacity on the Boulder Strip increased
21% due to the opening of a new hotel casino.

        The Company recorded a management fee for the first time of $.8
million from Sydney Harbour Casino.  Due to an agreement with the Sydney
Harbour Casino, the first A$19.1 million of management fees were forgiven.
The Company also recognized consolidated net revenues of $34.8 million
from the 55% owned East Chicago Showboat which commenced operations
April 18, 1997.
	
Income From Operations
	
        The Company's income from operations in the second quarter 1997
declined $3.0 million or 29.4% compared to the same period in 1996.  The
decline was principally due to the $9.6 million write off of preopening
expenses, partially offset by the positive operating results of $3.1
million for the East Chicago Showboat.  The Company is reviewing the
operations of the East Chicago Showboat in an effort to improve
profitability.  Also offsetting the decline was the improved operating
results at the Las Vegas Showboat, and the equity contribution of $.5
million and net management fees of $.8 million from the Sydney Harbour
Casino.

        The Atlantic City Showboat's income from operations before management
fees increased $.9 million or 5.5% in the quarter ended June 30, 1997
compared to the same period in 1996.  This increase is attributable to
the improvement in net revenues though partially offset by the increase
in promotional expenses of $1.2 million and a $.9 million increase in
costs associated with multicasino progressive slot machines during the
second quarter 1997.

        The Las Vegas Showboat's income from operations before management
fees and intercompany rent increased $1.4 million or 57.4% in the quarter
ended June 30, 1997 compared to the same period in 1996.  The increase is 
attributable to the 6.8% increase in casino revenue coupled with cost 
control activities.

                                 14                       (continued)

<PAGE>

MATERIAL CHANGES IN RESULTS OF OPERATIONS  (continued)

Net Income (loss)

        The Company recorded a net loss of $2.0 million or $(.12) per share
in the quarter ended June 30, 1997.  Net income in the second quarter of 1997
was negatively impacted as the East Chicago Showboat incurred $9.6 million in 
preopening expenses.  The after tax effect to the Company of the write-off 
of the preopening expenses was $4.9 million or $.30 per share.  In addition, 
the East Chicago Showboat incurred a $1.3 million pre-tax loss of which the 
Company's after tax share was $.4 million or $(.02) per share.  Showboat, 
Inc. recognized approximately 95% of the East Chicago Showboat's pre-tax 
loss due to its minority partner's inability to absorb its share of losses 
from its capital account.  In future periods, the Company will recognize 
more than its 55% ownership interest, of the East Chicago Showboat's net 
income, until the Company has recovered the losses recognized related to its 
minority partner.  For the same period 1996, the Company recorded net income 
of $1.1 million or $.07 per share.  The 1996 results included the after tax 
effect of the write-off of preopening expenses at Sydney Harbour Casino of 
$.7 million or $.04 per share.

Six Months Ended June 30, 1997 Compared to Six Months ended June 30, 1996

Comparison of Operating Results for the six months ended June 30, 1997 
and 1996 Financial Highlights

<TABLE>
<CAPTION>

Six months ended June 30,          1997       1996    Variance   Percent
---------------------------------------------------------------------------
(Dollars in thousands)

<S>                              <C>        <C>         <C>         <C>
Gross revenues
  Atlantic City Showboat         203,643    195,440      8,203         4.2%
  Las Vegas Showboat              34,438     34,760       (322)       (0.9%)
  Showboat Australia - Mgt. Fee      837          -        837         N/A
  East Chicago Showboat           35,521          -     35,521         N/A
                                 --------   --------    -------     --------
                                 274,439    230,200     44,239        19.2%
                                 --------   --------    -------     --------
Net revenues
  Atlantic City Showboat         185,277    179,283      5,994         3.3%
  Las Vegas Showboat              32,384     32,532       (148)       (0.5%)
  Showboat Australia - Mgt. Fee      837          -        837         N/A
  East Chicago Showboat           34,840          -     34,840         N/A
                                 --------   --------    -------     --------
                                 253,338    211,815     41,523        19.6%
                                 --------   --------    -------     --------
</TABLE>

                                 15                          (continued)
<PAGE>


MATERIAL CHANGES IN RESULTS OF OPERATIONS  (continued)

Comparison of Operating Results for the six months ended June 30, 1997 
and 1996 Financial Highlights (continued)

<TABLE>
<CAPTION>

Six months ended June 30,        1997       1996    Variance   Percent
---------------------------------------------------------------------------
(Dollars in thousands)
<S>                             <C>         <C>        <C>         <C>
Income from Operations
  Atlantic City Showboat         30,141      30,137          4        N/A
  Las Vegas Showboat             (2,577)     (3,310)       733       22.1%
  Corporate and development      (8,112)     (8,235)       123        1.5%
  Showboat Australia- Mgmt. Fee     474         (71)       545      767.6%
  Sydney Harbour Casino           2,003           -      2,003        N/A
  East Chicago Showboat           3,140           -      3,140        N/A
  East Chicago Showboat- 
  preopening                     (9,577)          -     (9,577)       N/A
                                ---------   --------   --------    --------
                                 15,492      18,521     (3,029)     (16.4%)
                                ---------   --------   --------    --------
EBITDA *
 Atlantic City Showboat          43,290      43,437       (147)      (0.3%)
 Las Vegas Showboat                 540        (457)       997      218.2%
 Corporate and development       (7,904)     (8,062)       158        2.0%
 Showboat Australia- Mgmt. Fee      474         (71)       545      767.6%
 Sydney Harbour Casino            2,003           -      2,003        N/A
 East Chicago Showboat            5,569           -      5,569        N/A
 East Chicago Showboat- 
 preopening                      (9,577)          -     (9,577)       N/A
                                --------    --------   --------    --------
                                 34,395      34,847       (452)      (1.3%)
                                --------    --------   --------    --------
</TABLE>

* 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 flow 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.

Revenues

        Gross revenues for the six months ended June 30, 1997, increased
$44.2 million or 19.2% compared to the same period in 1996.  This increase
is primarily attributable to the $35.5 million of revenues from the East 
Chicago Showboat. Complimentaries rose $2.7 million during the first six 
months of 1997 resulting in a $41.5 million or 19.6% increase in net 
revenues.

                                 16                      (continued)
<PAGE>

MATERIAL CHANGES IN RESULTS OF OPERATIONS  (continued)

Revenues  (continued)

        The Atlantic City Showboat's gross revenues increased $8.2 million or
4.2% during the first six months ended June 30, 1997 compared to the same
period in 1996.  This increase is attributed to an $8.1 million or 4.9%
increase in casino revenues tied to the $9.7 million or 7.8% growth in slot
revenue.  Table games revenue declined $1.7 million or 4.5% in the first six
months of 1997 compared to 1996 due primarily to decline in table games hold
percent to 14.3% in 1997 compared to 16.0% in 1996.  The increase in gross
revenues was partially offset by the $2.2 million or 13.7% increase in the
cost of complimentaries, resulting in a $6.0 million or 3.3% increase in net 
revenues. 

        Revenues at the Las Vegas Showboat were relatively unchanged during
the comparative six month periods.

        The Company recorded a management fee for the first time of $.8
million from Sydney Harbour Casino.  Due to an agreement with the Sydney
Harbour Casino, the first A$19.1 million of management fees were forgiven.
The Company also recognized consolidated net revenues of $34.8 million from
the 55% owned East Chicago Showboat which commenced operations April 18,
1997. 

Income From Operations

        The Company's income from operations for the six months ended June 30, 
1997, decreased $3.0 million or 16.4% over the same period in the prior year.
The decrease is primarily attributable to the $9.6 million write-off of 
preopening expenses offset by the positive operating results of $3.1 million 
for the East Chicago Showboat.  The Company is reviewing the operations of 
the East Chicago Showboat in an effort to improve profitability.  This net 
decrease was partially offset by the $2.0 million equity contribution and the 
$.5 million of net management fees from Sydney Harbour Casino.

        The Atlantic City Showboat's income from operations remained flat
during the six months ended June 30, 1997 compared to the same period in
1996.

        The Las Vegas Showboat's income from operations increased $.7 million
or 22.1% for the six months ended June 30, 1997 compared to the same period in 
1996.  This increase was realized principally through cost control programs 
implemented at the property.  

Net Income (Loss) 

        The Company recorded a net loss of $1.1 million or $(.07) per share
for the six months ended June 30, 1997.  Net income in 1997 was negatively 
impacted as the East Chicago Showboat incurred $9.6 million in preopening 
expenses.  The after tax effect to the Company of the write-off of the 
preopening expenses was $4.9 million or $.30 per share.  In addition, the 
East Chicago Showboat incurred a $1.7 million pre-tax loss of which the 
Company's after tax share was $.5 million or $(.03) per share.  Showboat, 
Inc. recognized approximately 95% of the East Chicago Showboat's pre-tax 
loss due to its minority partner's inability to absorb its share of losses 
from its capital account.  In future periods, the Company will recongnize 
more than its 55% ownership interest, of East Chicago Showboat's net income, 
until the Company has recovered the losses recognized related to its minority 
partner. For the same period 1996, the Company reported net income of $.3
million or $.02 per share.  The 1996 results reflect an after tax loss of 
$2.5 million or $.15 per share for the write-off of an investment in the 
Randolph Riverboat project and an after tax write-off of preopening expenses 
of $1.3 million or $.08 per share for the Sydney Harbour Casino.

                                17
<PAGE>

MATERIAL CHANGES IN FINANCIAL CONDITION

        As of June 30, 1997 the Company held cash and cash equivalents
of $75.5 million and short term investments of $17.2 million compared to
$60.3 million and $28.8 million respectively at December 31, 1996.

        During the six months ended June 30, 1997, the Company expended 
approximately $21.4 million on capital improvements at its Las Vegas and 
Atlantic City facilities, which were funded by operations. In addition, 
the Company expended approximately $55.9 million on construction costs at 
the East Chicago Showboat, which were principally funded from the proceeds 
of the $140.0 million, 13 1/2% First Mortgage Notes which were issued by the 
East Chicago Showboat in March of 1996.

        On May 3, 1997, Publishing & Broadcasting Limited ("PBL") formally
advised the Company that PBL had let lapse the agreement in principle to
acquire from the Company 10% of the stock of Sydney Harbour Casino Holdings
Limited and the right to manage Sydney Harbour Casino.  Accordingly, the
Company will not receive any of the funds which would have been provided to
it upon the sale of those assets described in the agreement in principle.
The Company retains its rights to manage Sydney Harbour Casino and will
remain the largest single shareholder (at 24.6%) of Sydney Harbour Casino
Holdings Limited.

        As previously disclosed in the Company's 1996 year end financial
statements and management's discussion and analysis of financial condition
and results of operations, the Company entered into a completion guarantee to
complete the East Chicago Showboat up to a maximum aggregate amount of $30.0
million. On April 18, 1997, the East Chicago Showboat commenced operations
and the Company's obligations under the completion guarantee were terminated.
The Company was not required to provide any funds under the completion
guarantee.  In addition, the Company entered into a standby equity commitment
pursuant to which it will cause to be made up to an aggregate of $30.0
million in additional capital contributions to the East Chicago Showboat 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 
(as 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 the East Chicago Showboat more than $15.0 million in 
respect of any such full four quarter period.

        On June 9, 1997, the Company announced that it will not seek the
necessary regulatory approvals for the tribal management agreement and
related documents with the Lummi Indian Nation for a proposed Class III
casino located between Bellingham, Washington, and Vancouver, British
Columbia, and has withdrawn from the pursuit of this project.

                             18                       
<PAGE>

MATERIAL CHANGES IN FINANCIAL CONDITION  (continued)

        The Company believes that it has sufficient capital resources,
including its existing cash balances, anticipated operating cash flows
and existing borrowing capacity, to meet the cash requirements of its
existing operations. The Company's ability to draw on the $25.0 million
revolving line of credit with Fleet Bank N.A. (successor to Nat West
Bank N.A.) expired in July 1997.  The Company is currently seeking a
replacement line of credit with Fleet Bank N.A.  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.  
Additionally, the Company's ability to make certain payments and to incur 
additional indebtedness is restricted due to its indentures governing its 
9 1/4% First Mortgage Bonds due 2008 and 13% Senior Subordinated Notes due 
2009.  A description of these restrictions is contained in management's 
discussion and analysis of financial condition and results of operations 
contained in the Company's Form 10-K for the period ended December 31, 1996.
No assurance can be given that the Company will in the future meet the 
terms of the indentures permitting it to make restricted payments or incur 
indebtedness.

        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 to obtain necessary regulatory approvals
or changes in regulations affecting the gaming industry; the ability of
the Company to comply with the Indentures for its 9 1/4% 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 cautions 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.
 
                                 19
<PAGE>
                     SHOWBOAT, INC AND SUBSIDIARIES
                       PART II, OTHER INFORMATION


ITEM 1.     Legal Proceedings

            "Doug Grant, Inc. et al. v. Greate Bay Casino Corporation 
et al.," instituted on July 28, 1997, in the Superior Court of New Jersey, 
Middlesex County, Law Division.  The Company was served with the Complaint 
on July 31, 1997.  The casino operators in Atlantic City, including the 
Company, and others were named defendants in the action, which alleges that 
the casino operators treated plaintiffs differently due to the fact they 
were known or suspected "card counters" and that the operators shared 
information on such individuals.  The action is ostensibly based on 
purported violations of state and federal RICO and antitrust laws and 
various common law causes of action and state consumer protections law.  
The Company is currently reviewing the complaint and intends to vigorously 
defend the action.

            	The Company (including its subsidiaries) is also a 
defendant in various other lawsuits, most of which relate to routine matters 
incidental to its business.  Management does not believe that the outcome 
of such pending litigation, in the aggregate, will have a material adverse 
effect on the Company.

ITEM 2.     Changes in Securities
     	      Not applicable.

ITEM 3.     Defaults Upon Senior Securities
     	      Not applicable.

ITEM 4.     Submission of Matters to a Vote of Security Holders 
              (a)  The Company's annual meeting of Shareholders was 
                   held on May 29, 1997.
              (b)  Directors Elected at the Meeting and the Remaining 
                   Directors
              (i)  Directors Elected at the Meeting:

<TABLE>
<CAPTION>
                Name:                           Term Expiring in the Year:
            <S>                                            <C>
            John D. Gaughan                                2000
            Frank A. Modica                                2000
            H. Gregory Nasky                               2000
            J. Kell Houssels, III                          2000
</TABLE>

              (ii) Directors whose Term of Office Continued after the 
                   Meeting:

<TABLE>
<CAPTION>
                Name:                           Term Expiring in the Year:
            <S>                                            <C>
            J. K. Houssels                                 1998
            William C. Richardson                          1998
            Jeanne S. Stewart                              1998
            George A. Zettler                              1999
            Carolyn M. Sparks                              1999
</TABLE>

                                  20                   (continued)
<PAGE>				    

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


ITEM 4.       (continued)

              (c)  Matters Voted Upon at the Meeting

              (i)  Votes for the Election of Directors:
<TABLE>
<CAPTION>
           Nominee:                "For" Votes     Withheld Votes    Abstain
           <S>                      <C>                <C>             <C>
           John D. Gaughan          12,334,031         762,336         0
           Frank A. Modica          12,374,581         721,786         0
           H. Gregory Nasky         12,374,381         721,986         0
           J. Kell Houssels, III    12,374,556         721,811         0

</TABLE>
              (ii)  Votes to Approve the Showboat, Inc. 1996 Stock
                    Appreciation Rights Plan:
<TABLE>
<CAPTION>
	    "For" Votes       "Against" Votes       Abstain/Broker Non-Votes
             <S>                 <C>                     <C>
	     9,834,867           2,473,860               787,640
</TABLE>

              (iii) Votes to ratify the selection of the appointment
of KPMG Peat Marwick as independent public accountants for the year
ended December 31, 1997:

<TABLE>
<CAPTION>
      	    "For" Votes        "Against" Votes       Abstain/Broker Non-Votes
            <S>                     <C>                          <C>
            13,072,153              14,508                       9,706
</TABLE>

ITEM 5.     Other Information
     	      Not applicable.

ITEM 6.     Exhibits and Reports on Form 8-K

	    (a)  Exhibits


 Exhibit No.                                 Description
----------------              ---------------------------------------

   27.01                           Financial Data Schedule
 
	    (b)  Reports on Form 8-K
          		 None

                                   21
<PAGE>

                              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:      August 14, 1997                     /s/ J. KELL HOUSSELS, III
     ------------------------                  -------------------------
                                               J. KELL HOUSSELS, III,
                                               President and Chief 
                                               Executive Officer


Date:      August 14, 1997                     /s/ R. CRAIG BIRD
     ------------------------                  --------------------------     
                                               R. CRAIG BIRD, Executive
                                               Vice President - Finance and 
                                               Administrative and Chief 
                                               Financial Officer
       

                                   22
<PAGE>