SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                            FORM 10-Q
                                
(MARK ONE)

[X]  Quarterly  report pursuant to section 13  or  15(d)  of  the
     Securities Exchange Act of 1934
     
     For the quarterly period ended           March 31, 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                  001-12419
                                
               Showboat Marina Casino Partnership
               Showboat Marina Finance Corporation
     (Exact name of registrant as specified in its charter)
                                                   
             Indiana                          35-1978576
             Nevada                           88-0356197
 (State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)           Identification No.)

One Showboat Place, East Chicago, Indiana    46312
(Address of principal executive offices)     (Zip Code)
                                
                         (219)  378-3000
      (Registrants' telephone number, including area code)
                                
     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
requirement for the past 90 days.            Yes[X]    No[ ]

     Indicate  the number of shares outstanding of  each  of  the
issuers'  classes  of common stock, as of the latest  practicable
date.
     
     Showboat Marina Casino Partnership      Not applicable.

     Showboat  Marina  Finance Corporation   1,000 shares of common
                                             stock, $1.00 par value
                                             as of March 31, 1997.

<PAGE>

            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                  (A DEVELOPMENT STAGE ENTITY)
                               AND
            SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)
                                
                              INDEX
                              
                                                             PAGE

PART I  FINANCIAL INFORMATION                                   3

    ITEM 1.  FINANCIAL STATEMENTS                               3
         CONDENSED CONSOLIDATED BALANCE SHEET AS OF
           MARCH  31,  1997  AND  DECEMBER 31, 1996             3
         CONDENSED   CONSOLIDATED   STATEMENTS   OF
           OPERATIONS  FOR THE THREE  MONTHS  ENDED 
           MARCH 31, 1997,  THE PERIOD  FROM  MARCH 
           29, 1996  (COMMENCEMENT  OF DEVELOPMENT) 
           THROUGH MARCH 31, 1996  AND THE   PERIOD
           FROM   JANUARY   31,   1994  (INCEPTION) 
           THROUGH MARCH 31, 1997                               4
         CONDENSED CONSOLIDATED  STATEMENTS OF CASH
           FLOWS  FOR THE  THREE MONTHS ENDED MARCH 
           31, 1997,  THE  PERIOD  FROM  MARCH  29, 
           1996   (COMMENCEMENT   OF   DEVELOPMENT) 
           THROUGH   MARCH  31,  1996,  THE  PERIOD  
           FROM JANUARY 1, 1996 THROUGH MARCH   28,
           1996   AND  THE  PERIOD   FROM   JANUARY   
           31,  1994  (INCEPTION) THROUGH MARCH 31, 
           1997                                                 5
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL 
           STATEMENTS MARCH 31, 1997                            6
    
    ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS
             OF  FINANCIAL CONDITION AND RESULTS OF
             OPERATIONS                                         8

PART II OTHER INFORMATION                                      11

    ITEM 1.  LEGAL PROCEEDINGS                                 11
    ITEM 2.  CHANGES IN SECURITIES                             11
    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                   11
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
               HOLDERS                                         11
    ITEM 5.  OTHER INFORMATION                                 11
    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                  11

SIGNATURES                                                     13

                                2
<PAGE>

PART I.   FINANCIAL INFORMATION
     
ITEM 1.   FINANCIAL STATEMENTS
          
<TABLE>
<CAPTION>

            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                  (A DEVELOPMENT STAGE ENTITY)
           Condensed Consolidated Balance Sheet as of 
              March 31, 1997 and December 31, 1996
                                
                                            MARCH 31, 1997      DECEMBER 31, 1996
                ASSETS                       (UNAUDITED)
                                                        (in thousands)
                                                                 
<S>                                        <C>                 <C> 
Cash and cash equivalents                  $       620         $        599
Short-term investments held in escrow           25,581               69,002
                                                                                  
Interest receivable                              1,175                1,601
Inventory                                          622                   --
Prepaid expenses                                 1,025                   --
                                                                                  
Property and equipment:                                                           
Land improvements                                2,123                2,123
Furniture, fixtures and equipment               21,708                  764
Construction in progress                       116,285               97,714
Total property and equipment                   140,116              100,601
                                                                                  
Preopening costs                                 6,150                   --
Licensing costs                                  2,470                2,373
Economic development costs                       5,591                5,264
Debt issuance costs                              6,296                6,296
                                
Other assets                                     3,429                2,158
                                
                                                23,936               16,091
                                
                                           $   193,075         $    187,894
                                
   LIABILITIES AND PARTNERS' CAPITAL                        
                                                                                  
Accounts payable                           $     5,797         $      7,754      
Accrued expenses                                 1,210                   --
Accrued interest                                   832                5,557
Long-term debt                                 150,984              140,000
Total liabilities                              158,823              153,311
                                                                                  
Commitments and contingencies                                                     
                                                                                  
Partners' capital (includes deficit                                               
  accumulated during the development                                               
  stage of $4,749,000 at March 31, 1997 and                                          
  $4,417,000 at December 31, 1996)              34,252               34,583
                                                                                  
                                           $   193,075         $    187,894
                                
   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
</TABLE>
                                
                                3
                                
<PAGE>
     
<TABLE>
<CAPTION>

            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                  (A DEVELOPMENT STAGE ENTITY)
                                
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
   MONTHS ENDED MARCH 31, 1997, THE PERIOD FROM MARCH 29, 1996
  (COMMENCEMENT OF DEVELOPMENT) THROUGH MARCH 31, 1996 AND THE
        PERIOD FROM JANUARY 31, 1994 (INCEPTION) THROUGH
                         MARCH 31, 1997
                           (UNAUDITED)

                                                                           
                                                             PERIOD           
                                                         FROM MARCH 29,    CUMULATIVE PERIOD FROM   
                                         THREE         1996 (COMMENCEMENT     JANUARY 31, 1994
                                      MONTHS ENDED       OF DEVELOPMENT)         (INCEPTION)
                                        MARCH 31,           THROUGH             THROUGH MARCH
                                          1997           MARCH 31, 1996            31, 1997    
                                                         (in thousands)
                                                                               
<S>                                 <C>                  <C>                   <C>                  
                                   
Interest income                     $      713           $        59           $      5,632
                                                                                                
Interest expense                         4,725                    93                 19,052
Less interest capitalized               (3,680)                  (18)                (8,671)
Net interest expense                     1,045                    75                 10,381
                                                                                                
Net loss accumulated during the                                                                 
development stage                   $     (332)          $       (16)          $     (4,749)
                                                                               
                                
   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

</TABLE>
                                4
                                
<PAGE>

<TABLE>
<CAPTION>

            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                  (A DEVELOPMENT STAGE ENTITY)
        AND SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)

     Condensed Consolidated Statements of Cash Flows for the
                three months ended March 31, 1997
  the period from March 29, 1996 (commencement of development)
     through March 31, 1996, the period from January 1, 1996
           through March 28, 1996 and the period from
       January 31, 1994 (inception) through March 31, 1997
                           (Unaudited)
                                
                                             SMCP                    PREDECESOR         CUMULATIVE
                                                   PERIOD FROM       PERIOD FROM        PERIOD FROM
                                                  MARCH 29, 1996      JANUARY 1,        JANUARY 31,
                                    THREE         (COMMENCEMENT         1996               1994
                                 MONTHS ENDED    OF DEVELOPMENT)       THROUGH          (INCEPTION)
                                   MARCH 31,         THROUGH            MARCH             THROUGH
                                     1997        MARCH 31, 1996        28, 1996       MARCH 31, 1997
                                                 
                                                          (IN THOUSANDS)
                                                                                    
<S>                              <C>               <C>                <C>              <C>  
Net cash provided by (used in) 
  operating activities           $   (14,543)      $        77        $       99       $    (11,781)
Cash flows from investing                                                                           
  activities:
Economic development costs              (327)               --                (7)            (5,591)
Land improvements                         --                --              (286)            (2,123)
Purchase of property and 
  equipment                           (9,959)               --              (198)           (10,723)
Payments for construction                                                                          
  in progress                        (18,571)               --            (5,246)          (116,285)
(Purchase) Maturity of Investments    43,421                --                --            (25,581)
Net cash provided by (used                                                                         
  in) investing activities            14,564                --            (5,737)          (160,303)

Cash flows from financing                                                                           
activities:
Proceeds from issuance of notes 
  payable, net of issuance costs          --           134,931              (550)           133,704
Capital contributions                     --            22,287             5,830             39,000
Net cash provided by financing 
activities                                --           157,218             5,280            172,704
Net increase (decrease) in cash           21           157,295              (358)               620
                                                                                                   
Cash at beginning of period              599                --               358                 --
                                                                                                   
Cash at end of period            $       620       $   157,295        $       --       $        620

   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

</TABLE>
                                
                                5
                                
<PAGE>
            
            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                  (A DEVELOPMENT STAGE ENTITY)
        AND SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)
                                
           Notes to Condensed Consolidated Financial Statements
                         March 31, 1997
                                
(1)   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     
   NATURE OF OPERATIONS
   
        The   accompanying   condensed   consolidated   financial
   statements   present   the   financial   position, results  of
   operations  and  cash   flows   of   Showboat   Marina  Casino
   Partnership (a development  stage  entity)  ("SMCP")  and  its
   wholly  owned subsidiary,  Showboat Marina Finance Corporation
   ("SMFC")  as of  March 31, 1997 and December 31, 1996, and for 
   the three months March 31, 1997, and the period March 29, 1996
   (commencement of development) through March  31,  1996.  These
   financial   statements   also   present   the   cash  flows of
   Showboat Marina Partnership (Predecessor) for the period  from 
   January  1, 1996  through March 28, 1996,  and  the cumulative
   cash  flows and operations of SMCP and  the  Predecessor  from
   January  31,  1994 (inception) through March  31,  1997.   The
   Predecessor  had no operations through March  28,  1996  other
   than  development and licensing activities, the costs of which
   were  capitalized  and  subsequently contributed  to  SMCP  as
   described below.  Therefore a statement of operations  is  not
   applicable.
   
        SMCP  is  a  general partnership and  was  formed  as  of
   March  1,  1996  for  the  purpose of developing  a  riverboat
   casino  complex  in East Chicago, Indiana to  be  operated  on
   Lake  Michigan.  The complex will consist of a  casino  cruise
   vessel  and  a  land based support facility (the East  Chicago
   Showboat).   The East Chicago Showboat vessel is  expected  to
   contain approximately 53,000 square feet of gaming space  with
   approximately 1,770 slot machines and approximately  90  table
   games (including 5 poker tables).  The land based facility  is
   expected to consist of a pavilion, parking garage and  surface
   parking.   The  pavilion will be approximately 100,000  square
   feet  and  will  include a coffee shop, hydraulic  band  stand
   platform,  upscale  restaurant, cocktail  lounge,  gift  shop,
   ticket/promotions  area  as  well as  administrative  offices.
   The  design includes an 1,800 space parking garage  and  1,000
   surface  parking  spaces.  SMFC was incorporated  on  March 7,
   1996  to  assist SMCP in financing the East Chicago  Showboat.
   The  Predecessor was formed on January 31, 1994 and  had  been
   developing the project prior to the formation of SMCP.
   
        SMCP  is  owned 99% by the Predecessor and 1% by Showboat
   Marina Investment Partnership.  SMCP is effectively owned  55%
   by   Showboat,   Inc.   (Showboat)  and  45%   by   Waterfront
   Entertainment  and  Development,  Inc.  (Waterfront)   through
   various partnership interests.
   
        The  Predecessor  had  applied  for  the  sole  riverboat
   owner's  license  allocated to East Chicago, Indiana  and  was
   granted   a   certificate  of  suitability   (Certificate   of
   Suitability) by the Indiana  Gaming Commission on  January  8,
   1996.  On March 20, 1996, the  Predecessor  received  approval
   to  transfer  the Certificate  of  Suitability to SMCP.  As of
   March  27,  1996, the Predecessor  contributed the Certificate
   of  Suitability,  and  on  March  28,  1996  all of its

                                6                   (continued)

<PAGE>

   assets  (except  for  the  capital   stock   of  East  Chicago  
   Second  Century,   Inc.),  liabilities  and  obligations  were 
   contributed  to  SMCP.   The  Certificate  of  Suitability was 
   subsequently renewed by the Indiana Gaming Commission  through  
   June 1, 1997.  SMCP received the owners' license  on April 15, 
   1997 and commenced operations on April 18, 1997.
   
        Certain  information  and footnote  disclosures  normally
   included  in financial statements prepared in accordance  with
   generally    accepted   accounting   principles   have    been
   consolidated   or   omitted.   These   condensed  consolidated
   financial statements  should be read in conjunction  with  the
   financial statement  and  notes  thereto  included  in  SMCP's
   December  31, 1996 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 
   period.  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
   
        Preopening costs will be capitalized until operations  of
   the  riverboat  casino complex commence,  at  which  time  the
   costs  will be written off upon opening.  The preopening costs
   consist  primarily of payroll, consulting fees,  training  and
   related travel costs.
   
(2)   LONG-TERM DEBT
     
        During  March 1997, the Company entered into an equipment
   lease  in the amount of $11.0 million secured by the equipment
   purchased  with  the proceeds from the financing.   The  lease
   rate  is  four hundred fifty (450) basis points over the  four
   year  Treasury Note rate as published daily in The Wall Street
   Journal.   Principal  and  interest payments  are  in  monthly
   installments of $281,807 for 48 months.
 
          SMCP  is currently negotiating additional lease financing
   in  the  amount of the lesser of $11.0 million or SMCP's  cost
   to acquire certain equipment.
   
                                7
                                
<PAGE>                             
                                
ITEM 2. Management's   Discussion  and  Analysis   of   Financial
        Condition and Results of Operations
        
GENERAL

     Information   contained   in  this   quarterly   report   is
supplemental   to   disclosures   in   Showboat   Marina   Casino
Partnership's ("SMCP") and Showboat Marina  Finance Corporation's
("SMFC"), a  wholly-owned subsidiary  of SMCP, 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 SMCP's and SMFC's
December 31, 1996 Annual Report on Form 10-K.

DEVELOPMENT ACTIVITIES

     The  operations  of SMCP and of Showboat Marina  Partnership
(the  "Predecessor"), which contributed all of its assets (except
for  the capital stock of East Chicago Second Century, Inc.)  and
liabilities  to  SMCP as of March 28, 1996, had been  limited  to
applying  for appropriate gaming licenses and securing  the  land
for,  arranging  for construction of, finalizing the  design  of,
constructing  and  developing  and  obtaining  financing  for   a
riverboat gaming complex (the "East Chicago Showboat").  SMFC was
incorporated  to  assist  SMCP  in  financing  the  East  Chicago
Showboat.

     The  East  Chicago Showboat was substantially  completed  on
April  15,  1997.   Upon  completion the  East  Chicago  Showboat
included  an approximately 100,000 square foot, state-of-the-art,
five   level  casino  vessel  (the  "Casino  Vessel")  containing
approximately 53,000 square feet of gaming space with 1,770  slot
machines  and 90 table games (including five poker tables).   The
land  based  facility consists of a pavilion, garage and  surface
parking.  The pavilion contains approximately 100,000 square feet
and  includes  a coffee shop, an upscale restaurant,  a  cocktail
lounge,  a  gift  shop,  a  ticket/promotions  area  as  well  as
administrative  offices.  The East Chicago Showboat  includes  an
1,800  space  parking garage and 1,000  surface  parking  spaces.
The  East  Chicago  Showboat  received  a  conditional  Riverboat
Owner's  License from the Indiana Gaming Commission on April  15,
1997 and opened for gaming operations approximately 20 hours each
day in a series of excursions lasting two to three hours each  on
April 18, 1997.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

     As  of March 31, 1997, SMCP was in the development stage and
capitalized   all  costs,  except  for  some  interest   expense.
Accordingly,  SMCP did not have any historical operating  income.
The  capitalized costs consisted primarily of land  improvements,
economic  development payments, vessel design  and  construction,
legal,   audit,   consulting  and  design  fees,  financing   and
commitment  fees,  interest  on  qualifying  assets,  and  gaming
application fees, all associated with the development of the East
Chicago Showboat.  SMCP anticipates that the results of its first
quarter of operations will be adversely affected by the write-off
at opening of certain preopening costs and will not be indicative
of  future operations.  Future operating results will be  subject
to significant business, economic,  regulatory  and   competitive
uncertainties  and contingencies, many of which  are  beyond  the
control  of  SMCP.   While SMCP believes that  the  East  Chicago
Showboat will be able to attract a sufficient number of customers
and  achieve the level of activity

                                8

<PAGE>

necessary to permit  SMCP  and  SMFC  to  meet their obligations,
there can be no assurance  with respect thereto.

MATERIAL CHANGES IN FINANCIAL CONDITION

     Since  its  inception, SMCP has met its capital requirements
through  the  $39.0  million  capital  contribution,  the  $133.7
million net proceeds from  the  offering  of  its  13 1/2%  First 
Mortgage Notes due  2003 (the "East Chicago Notes")  and  capital
lease financing.  The East Chicago Notes were issued  under   the
Indenture  dated  as  of  March 26, 1996 (the  "Note  Indenture")
between  SMCP,  SMFC  and American Bank National  Association  as
Trustee.  The funds provided by these sources provided sufficient
amounts  to  develop and commence operations of the East  Chicago
Showboat.

     PDS Financial Corporation provided an equipment lease in the
amount  of  $10.9  million (the "PDS Commitment")  and  SMCP  and
FINOVA Capital Corporation are completing negotiations for a loan
in  the  amount of the lesser of $11.0 million or SMCP's cost  to
acquire  certain Equipment (defined in the FINOVA Loan Agreement)
(the  "FINOVA Commitment").  The PDS Commitment is and the FINOVA
Commitment  will be secured by the equipment purchased  with  the
proceeds  of  the  PDS  Commitment  and  the  FINOVA  Commitment,
respectively.  The PDS Commitment is for a term of 48 months  and
the  rate  was  fixed two weeks prior to closing  of  each  lease
schedule  at four hundred fifty (450) basis points over the  four
(4) year Treasury Note rate as published daily in THE WALL STREET
JOURNAL.   The  term  of the FINOVA Commitment  will  be  for  an
initial period ending no later than October 1, 1997 (the "Initial
Term")  at which time, subject to certain conditions, the  FINOVA
Commitment  shall be converted into a term loan for a  period  of
three  years  (the "Term Period").  During the Initial  Term  the
FINOVA   Commitment  shall  accrue  interest  at  the   announced
Citibank, N.A., New York, New York prime rate plus 2% per  annum.
During  the  Term  Period,  the FINOVA  Commitment  shall  accrue
interest  at the highest yield for Treasury Notes with a maturity
date on or closest to the Maturity Date of the FINOVA Commitment,
as published in THE WALL STREET JOURNAL plus 4.90% per annum.

     Following the commencement of operations of the East Chicago
Showboat,  SMCP  expects to fund its operating debt  service  and
capital  needs  from  operating  cash  flow.  Based  upon  SMCP's
anticipated future operations, management believes that available
cash  flow  from  the East Chicago Showboat's future  operations,
together  with  the proceeds from the offering  and  the  capital
contribution, will be adequate to meet SMCP's anticipated  future
requirements  for  working  capital,  capital  expenditures   and
scheduled payments of principal, interest and liquidated damages,
if  any, on the East Chicago Notes for the foreseeable future. No
assurance can be given, however, that operating cash flow will be
sufficient  for that purpose.  SMCP intends to establish  initial
working  capital  reserves to provide for anticipated  short-term
liquidity   needs.   Although   no   additional   financing    is
contemplated,  SMCP will seek, if necessary  and  to  the  extent
permitted under the Note Indenture, additional financing  through
bank borrowings, debt  or  equity  financings.  There  can  be no
assurance that additional financing, if needed, will be available 
to SMCP, or that, if available, the financing  will  be on  terms 
favorable to  SMCP.  There is no assurance that  SMCP's  estimate 
of its reasonably anticipated liquidity needs is accurate or that 
new business  developments  or  other  unforeseen events will not 
occur, resulting in the need  to raise additional funds.

                               9

<PAGE>

     All  statements  contained herein that  are  not  historical
facts,  including but not limited to, statements regarding SMCP's
current   business   strategy,  and  SMCP'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 SMCP's business  plan  on  terms
satisfactory  to SMCP; competitive factors, such as expansion  of
gaming in the Chicago metropolitan area, an area from which  SMCP
expects to draw significant numbers of patrons and an increase in
the  number  of  casinos serving the Chicago  metropolitan  area;
changes in labor, equipment and capital costs; contemplated joint
ventures  on  terms  satisfactory to the Company  and  to  obtain
necessary  regulatory  approvals; general business  and  economic
conditions;  and  other factors described from time  to  time  in
SMCP's reports filed with the Securities and Exchange Commission.
SMCP 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.

                               10
                                
<PAGE>

PART II.  OTHER INFORMATION
     
ITEM 1.   Legal Proceedings

     Not Applicable.

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

     Not applicable.

ITEM 5.   Other Information

     Not applicable.

ITEM 6.   Exhibits and Reports on Form 8-K

(a)  EXHIBITS

        EXHIBIT                           
         NUMBER                     DESCRIPTION

         10.01      Master  Lease  Agreement dated February  21,
                    1997,   by   and   between   PDS   Financial
                    Corporation   and  Showboat  Marina   Casino
                    Partnership; Lease Schedule No. 1 to  Master
                    Lease Agreement dated February 21, 1997,  by
                    and  between  PDS Financial Corporation  and
                    Showboat  Marina  Casino Partnership;  Lease
                    Schedule  No.  2  to Master Lease  Agreement
                    dated February 21, 1997, by and between  PDS
                    Financial  Corporation and  Showboat  Marina
                    Casino Partnership; Lease Schedule No. 3  to
                    Master  Lease  Agreement dated February  21,
                    1997,   by   and   between   PDS   Financial
                    Corporation   and  Showboat  Marina   Casino
                    Partnership; Lease Schedule No. 4 to  Master
                    Lease Agreement dated February 21, 1997,  by
                    and  between  PDS Financial Corporation  and
                    Showboat    Marina    Casino    Partnership;
                    Purchase/Renewal  Option to  Lease  Schedule
                    No.  1  dated  February  21,  1997,  by  and
                    between   PDS   Financial  Corporation   and
                    Showboat    Marina    Casino    Partnership;
                    Purchase/Renewal  Option to  Lease  Schedule
                    No.  2  dated  February  21,  1997,  by  and
                    between   PDS   Financial   Corporation  and
                    Showboat  Marina Casino  Partnership; 

                                11

<PAGE>
                    Purchase/Renewal  Option  to  Lease Schedule 
                    No.   3   dated   February    21,  1997,  by
                    and   between   PDS   Financial  Corporation
                    and  Showboat  Marina   Casino  Partnership;
                    Purchase/Renewal   Option to Lease  Schedule
                    No.  4 dated  February  21, 1997,   by   and
                    between  PDS   Financial   Corporation   and 
                    Showboat  Marina  Casino Partnership;  First 
                    Preferred Ship  Mortgage dated  February 21, 
                    1997,   by   and   between   PDS   Financial
                    Corporation   and   Showboat Marina   Casino 
                    Partnership; Intercreditor Agreement   dated 
                    February  21,  1997,  by   and   among   PDS
                    Financial   Corporation,   Showboat   Marina
                    Casino  Partnership  and  Firstar  Bank   of
                    Minnesota,   N.A.,   a   national    banking
                    association.
                                

(b)  REPORTS ON FORM 8-K

     None.

                               12
                                
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                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Exchange  Act
of  1934,  the  registrants have duly caused this  report  to  be
signed  on  their  behalf  by  the  undersigned  thereunto   duly
authorized.


Date: May 15, 1997
                                     SHOWBOAT MARINA CASINO
                                     PARTNERSHIP, an Indiana general
                                     partnership
                                          
By:  SHOWBOAT MARINA INVESTMENT      By:  SHOWBOAT MARINA PARTNERSHIP, an
     PARTNERSHIP, an Indiana general      Indiana general partnership, a
     partnership, a general partner       general partner
                                          
By:  SHOWBOAT INDIANA INVESTMENT     By:  SHOWBOAT INDIANA INVESTMENT
     LIMITED PARTNERSHIP, a Nevada        LIMITED PARTNERSHIP, a Nevada
     limited partnership, a general       limited partnership, a general
     partner                              partner
                                          
By:  SHOWBOAT INDIANA, INC., a       By:  SHOWBOAT INDIANA, INC., a
     Nevada corporation, its general      Nevada corporation, its general
     partner                              partner
                                          
                                          
By: /s/ J. Keith Wallace             By:  /s/ J. Keith Wallace
     J. Keith Wallace                     J. Keith Wallace
     President and Chief Executive        President and Chief Executive
     Officer                              Officer
                                          
                                          
By:  /s/ Joseph G. O'Brien III       By:  /s/ Joseph G. O'Brien III
     Joseph G. O'Brien III                Joseph G. O'Brien III
     Vice President Finance and           Vice President Finance and
     Chief Financial Officer              Chief Financial Officer
                                          
                                          
By:  WATERFRONT ENTERTAINMENT AND    By:  WATERFRONT ENTERTAINMENT AND
     DEVELOPMENT, INC., an Indiana        DEVELOPMENT, INC., an Indiana
     corporation, a general partner       corporation, a general partner
                                          
                                          
By:  /s/ Michael A. Pannos           By:  /s/ Michael A. Pannos
     Michael A. Pannos                    Michael A. Pannos
     President                            President
                                          
                                          
By:  /s/ Thomas S. Cappas            By:  /s/ Thomas S. Cappas
     Thomas S. Cappas                     Thomas S. Cappas
     Treasurer (principal financial       Treasurer (principal financial
     officer)                             officer)
                               13
                                
<PAGE>

                                     SHOWBOAT MARINA FINANCE
                                     CORPORATION, a Nevada corporation
                                          
                                          
                                     By:  /s/ Michael A. Pannos
                                          Michael A. Pannos
                                          Secretary
                                          
                                          
                                     By:  /s/ Joseph G. O'Brien, III
                                          Joseph G. O'Brien, III
                                          Vice President Finance and
                                          Chief Financial Officer

                               14
                                
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                          EXHIBIT INDEX
                                
     EXHIBIT                                                SEQUENTIAL
      NUMBER                  DESCRIPTION                  PAGE NUMBER
                                
                                                                 
                                
                                                                 
      10.01    Master Lease Agreement dated February  21,        
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Lease  Schedule  No.  1   to
               Master Lease Agreement dated February  21,
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Lease  Schedule  No.  2   to
               Master Lease Agreement dated February  21,
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Lease  Schedule  No.  3   to
               Master Lease Agreement dated February  21,
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Lease  Schedule  No.  4   to
               Master Lease Agreement dated February  21,
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Purchase/Renewal  Option  to
               Lease  Schedule No. 1 dated  February  21,
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Purchase/Renewal  Option  to
               Lease  Schedule No. 2 dated  February  21,
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Purchase/Renewal  Option  to
               Lease  Schedule No. 3 dated  February  21,
               1997,   by   and  between  PDS   Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership;  Purchase/Renewal  Option  to
               Lease  Schedule No. 4 dated  February  21,
               1997,    by   and  between  PDS  Financial
               Corporation  and  Showboat  Marina  Casino
               Partnership; First Preferred Ship Mortgage
               dated  February 21, 1997, by  and  between
               PDS  Financial  Corporation  and  Showboat
               Marina  Casino  Partnership; Intercreditor
               Agreement dated February 21, 1997, by  and
               among  PDS Financial Corporation, Showboat
               Marina Casino Partnership and Firstar Bank
               of  Minnesota,  N.A., a  national  banking
               association.

                               15
                                
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