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:                  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
      (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   [ ]

     Indicate  the  number of shares outstanding of the  issuer's
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 July 31, 1997.

<PAGE>
            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                               AND
        SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR OR SMP)
                                
                              INDEX
     
PART I    FINANCIAL INFORMATION                              PAGE NO.
     
                                                             
  ITEM 1. Financial Statements                               
                                                             
          Condensed Consolidated Balance Sheets -            
            June 30, 1997 and December 31, 1996                   3-4
                                                             
          Condensed Consolidated Statements of Operations -  
             For  the three months ended June 30, 1997  and          
             1996                                                   5
                                                             
          Condensed Consolidated Statements of Operations -  
             For the six months ended June 30,1997 and  the          
             period March 29, 1996 through June 30, 1996            6
                                                             
          Condensed Consolidated Statements of Cash Flows-   
             For  the  six months ended June 30, 1997,  the          
             period  from March 29, 1996 through  June  30,          
             1996  and  the  period from  January  1,  1996          
             through March 28, 1996                                 7
                                                             
          Notes to the Condensed Consolidated Financial              
             Statements                                           8-9
                                                             
  ITEM 2. Management's Discussion and Analysis of
             Financial Condition and Results of Operations      10-12
                                                             
PART II   OTHER INFORMATION                                  
                                                             
             ITEMS 1 - 6                                           13
                                                             
             SIGNATURES                                            14
                                                             
             EXHIBIT INDEX                                         15

                                2
<PAGE>

PART I.   FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                   SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     JUNE 30, 1997 AND DECEMBER 31, 1996
                                                               
 ASSETS                                        June 30,        December
                                                 1997          31, 1996
                                              (unaudited)
                                                   (In thousands)
<S>                                         <C>             <C> 
 Current assets:
    Cash and cash equivalents               $     18,985    $       599
    Short-term investments held in escrow            103         69,002
    Receivables, net                                 918          1,601
    Inventories                                      506              -
    Prepaid expenses                               1,164              -
            Total current assets                  21,676         71,202
                                                                       
 Property and equipment                          173,059        100,601
 Less accumulated depreciation and                                       
    amortization                                  (2,191)             -
                                                 170,868        100,601
                                                                       
 Other assets:                                                         
  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
                                                                       
  Deposits and other assets                        1,503          2,158
                                                                       
  Debt issuance costs, net of accumulated                                
   amortization of $182,000 and -0- at June                              
   30, 1997, and December 31, 1996,                                      
   respectively                                    6,220          6,296
                                                  18,964         16,091
                                                                       
                                            $    211,508    $   187,894

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

                                                            (continued)
                                3
<PAGE>

<TABLE>
<CAPTION>
             SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
               CONDENSED CONSOLIDATED BALANCE SHEETS
                JUNE 30, 1997 AND DECEMBER 31, 1996
                             (CONTINUED)
                                                 
 LIABILITIES AND PARTNERS' CAPITAL          June 30, 1997   December 31, 1996
                                             (Unaudited)               
                                                     (In thousands)

 <S>                                      <C>                <C>
 Current liabilities                                             
   Current maturities of long-term debt   $       5,284      $            -
                                                                      
   Accounts payable                               6,577               3,717
                                                                      
   Construction payables                          9,636               4,037
                                                                      
   Accrued liabilities                           11,303               5,557
       Total current liabilities                 32,800              13,311
                                                                      
 Long-term debt, excluding current                                     
  maturities                                    154,609             140,000
                                                                      
 Partners' capital:                                                    
   Capital contributions                         40,000              39,000
                                                                      
   Accumulated deficit                          (15,901)             (4,417)
                                                                      
   Total Partners' Capital                       24,099              34,583
                                                                      
                                          $     211,508      $      187,894
                                
   See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                4
<PAGE>

<TABLE>
<CAPTION>
           SHOWBOAT MARINA CASINO PARTNERSHIP  (SMCP)
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                          (UNAUDITED)
                                                                
                                        June 30,       June 30,
                                          1997           1996
                                             (In thousands)
<S>                                   <C>            <C>
Revenues:
   Casino                             $    32,902    $         -
   Food and beverage                        2,133              -
   Other                                      486              -
                                           35,521              -
Less complimentaries                         (681)             -
   Net revenues                            34,840              -
                                                                
Operating costs and expenses:                                   
   Casino                                  16,702              -
   Food and beverage                        2,156              -
   General and administrative               6,507              -
   Selling, advertising and promotion       4,155              -
   Depreciation and amortization            2,429               
   Preopening costs                         9,577              -
                                           41,526              -
                                                                
Loss from operations                       (6,686)             -
                                                                
Other (income) expense:                                         
   Interest income                            (62)        (1,995)
   Interest expense, net of amounts                                 
    capitalized                             4,528          3,834
                                            4,466          1,839
                                                                
Net loss                              $   (11,152)   $    (1,839)
                                
                                
See accompanying notes to condensed consolidated financial statements
</TABLE>

                                5
<PAGE>

<TABLE>
<CAPTION>
            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND THE PERIOD
               MARCH 29, 1996 THROUGH JUNE 30, 1996
                           (UNAUDITED)
                                                                  
                                          June 30,       June 30,
                                            1997           1996
                                              (In thousands)
<S>                                    <C>            <C>
Revenues:
   Casino                              $     32,902   $          -
   Food and beverage                          2,133              -
   Other                                        486              -
                                             35,521              -
                                                                  
Less complimentaries                           (681)             -
   Net revenues                              34,840              -
                                                                  
Operating costs and expenses:                                     
   Casino                                    16,702              -
   Food and beverage                          2,156              -
   General and administrative                 6,507              -
   Selling, advertising and promotion         4,155              -
   Depreciation and amortization              2,429              -
   Preopening costs                           9,577               
                                             41,526   $          -
                                                                  
Loss from operations                         (6,686)             -
                                                                  
Other (income) expense:                                           
   Interest income                             (775)  $     (2,054)
   Interest expense, net of amounts                                   
    capitalized                               5,573          3,909
                                              4,798          1,855
                                                                  
Net loss                               $    (11,484)  $     (1,855)
                                                                  

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

                                6
<PAGE>

<TABLE>
<CAPTION>
              SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
       SHOWBOAT MARINA CASINO PARTNERSHIP (PREDECESSOR or SMP)
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED JUNE 30, 1997
      THE PERIOD FROM MARCH 29, 1996 THROUGH JUNE 30, 1996 AND
       THE PERIOD FROM JANUARY 1, 1996 THROUGH MARCH 28, 1996
                            (UNAUDITED)

                                                                      SMCP                   Predecessor
                                                          Six Months        Period from      Period from
                                                             Ended         March 29, 1996  January 1, 1996
                                                         June 30, 1997        through          through
                                                                           June 30, 1996   March 28, 1996

                                                                          (In thousands)

<S>                                                      <C>               <C>                 <C>
Net cash provided by (used in) operating activities      $     (610)       $     4,287         $      99
                                                                                           
Cash flows from investing activities:
   Economic development costs                                (3,833)               (70)               (7)
   Purchases of property, equipment and
    payments for construction in progress                   (55,873)           (19,155)           (5,730)
   Sale of short term investments                            68,899                  -                 -
  
                                                                                                           
Net cash provided by (used in) investing activities           9,193            (19,225)           (5,737)
                                                                                                           
Cash flows from financing activities:
   Proceeds from issuance of notes payable                        -            140,000                 -
   Proceeds from additional long-term financing               9,636                  -                 -
   Repayments of long-term debt                                (727)                 -                 -
   Debt issuance costs                                         (106)            (5,555)             (550)
   Capital contributions                                      1,000             22,287             5,830
Net cash provided by financing activities                     9,803            156,732             5,280
                                                                                                           
Net increase (decrease) in cash and equivalents              18,386            141,794              (358)
Cash and cash equivalents at beginning of period                599                  -               358
Cash and cash equivalents at end of period               $   18,985        $   141,794         $       -
                                                                                                           
Supplemental disclosures of cash flow information
 and non-cash investing and financing activities:
  Cash paid during the period for           
  Interest, net of amounts capitalized                        5,432                  -                 -

Equipment acquired under capital leases                      10,984                  -                 -

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

                                7
<PAGE>

            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS

               The accompanying consolidated financial statements
     present  the  financial position, results of operations  and
     cash flows of Showboat Marina Casino Partnership (SMCP)  and
     its   wholly  owned  subsidiary,  Showboat  Marina   Finance
     Corporation (SMFC) as of June 30, 1997 and December 31, 1996
     and  for  the  periods ended June 30, 1997 and 1996.   These
     financial statements also present the cash flows of Showboat
     Marina Partnership (Predecessor or SMP) for the period  from
     January 1, 1996 through March 28, 1996.  The Predecessor had
     no operations through March 28, 1996, other than development
     and licensing activities, the cost of which were capitalized
     and subsequently contributed to SMCP.  Therefore a statement
     of income for the Predecessor 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.  On April 15, 1997, SMCP received a riverboat
     owner's  license from the Indiana Gaming Commission.   After
     successful  completion  of  a test  cruise,  SMCP  commenced
     operations  on  April  18, 1997.  SMFC was  incorporated  on
     March 7, 1996, to  assist SMCP in financing the East Chicago
     Showboat.  SMP was formed on January 31, 1994 and  had  been
     developing the project prior to the formation of  SMCP.   On
     March  28,  1996, SMP contributed substantially all  of  its
     assets and liabilities to SMCP.
     
               SMCP is owned 99% by SMP 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.
     
                 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 statements and notes  thereto
     included in SMCP's December 31, 1996 annual report  on  Form
     10-K.
     
                The accompanying unaudited 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  were  capitalized  until  the
     riverboat casino complex commenced operations, at which time
     SMCP   ceased  capitalizing  and  charged  such   costs   to
     operations.   The  preopening costs consisted  primarily  of
     payroll, consulting fees, training and related travel costs.
     
     CASINO REVENUE AND COMPLIMENTARIES
     
                Casino revenues represent the net win from gaming
     wins and losses.  Revenues include the retail value of food,
     beverage, and other goods and services provided to customers
     
                                8
<PAGE>
     
            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
     
     without   charge.   Such  amounts  are  then   deducted   as
     promotional  allowances.  The estimated  cost  of  providing
     these  promotional  allowances are  charged  to  the  casino
     department.
     
     INVENTORIES
     
                Inventories are stated at the lower  of  cost  or
     market.   Cost  is determined using the first-in,  first-out
     method.
     
     PROPERTY AND EQUIPMENT
     
                 Property  and  equipment  are  stated  at  cost.
     Depreciation  is  computed using the  straight-line  method.
     The cost of maintenance and repairs is charged to expense as
     incurred;   significant   renewals   and   betterments   are
     capitalized.
     
                Estimated useful lives for property and equipment
     are  5 to 15 years for land improvements, 10 to 40 years for
     vessel  and  building and 2 to 10 years  for  furniture  and
     equipment.
     
2.  LONG-TERM DEBT
     
                During March 1997, SMCP entered into an equipment
     lease  for  approximately  $11.0  million  secured  by   the
     equipment  purchased with the proceeds from  the  financing.
     The  term of the lease is 48 months and accrues interest  at
     11.0%.
     
                In  June  1997, SMCP secured additional equipment
     financing  of  approximately $10.0 million.   The  equipment
     financing was secured by certain equipment purchased  during
     the  construction of the riverboat casino complex.  The term
     of  the  equipment  financing is  three  years  and  accrues
     interest at 11.1%.
     
3.  COMMITMENTS AND CONTINGENCIES
     
                From  the date of opening through June 30,  1997,
     SMCP has accumulated approximately $.9 million in management
     fees  due  under its management contract with SMP.  However,
     the  payment  of  these  fees are  limited  by  SMCP's  bond
     indenture  and  require SMCP to meet  certain  fixed  charge
     coverage  ratios  before any payment can be  made.   Due  to
     these  restrictions,  SMCP has not  accrued  any  management
     fees.
     
                                9
<PAGE>
     
2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
    AND RESULTS OF OPERATIONS

     GENERAL
     
                Showboat Marina Casino Partnership ("SMCP" or the
     "Partnership"),  owns and operates a riverboat  casino,  the
     Showboat Mardi Gras Casino, located in East Chicago, Indiana
     (the  "East  Chicago Showboat").  The East Chicago  Showboat
     began operations on April 18, 1997.  The complex consists of
     a  casino  gaming vessel and a land based support  facility.
     The  gaming  vessel contains 53,000 square  feet  of  gaming
     space  with approximately 1,770 slot machines and  90  table
     games.  The land based facility consists of a 100,000 square
     foot  pavilion, an  1,800 space parking garage  and  surface
     parking for 1,000 vehicles.  The pavilion contains a  coffee
     shop/buffet, upscale restaurant, cocktail lounge, gift shop,
     hydraulic  bandstand  platform, ticket promotions  area  and
     administrative offices.
     
                In  accordance  with IGC regulations  the  vessel
     conducts  ten  2  hour cruises throughout  the  gaming  day.
     Entrance to the vessel is limited to the first 30 minutes of
     each two hour cruise, with the vessel away from the dock for
     a period of 1 hour.
     
               The Partnership is a general partnership which was
     formed as of March 1, 1996 for the purpose of developing and
     operating the East Chicago Showboat on Lake Michigan.  Prior
     to  the  formation  of  the  Partnership,  the  complex  was
     developed by Showboat Marina Partnership, (the "Predecessor"
     or  "SMP") which was formed on January 31, 1994.   On  March
     28,  1996, the Predecessor contributed substantially all  of
     its  assets  and  liabilities to the Partnership.   Showboat
     Marina  Finance  Corporation ("SMFC")   is  a  wholly  owned
     subsidiary  of the Partnership and was formed  on  March  7,
     1996  to assist the Partnership in the financing of the East
     Chicago  Showboat.   The Partnership is  owned  99%  by  the
     Predecessor   and   1%   by   Showboat   Marina   Investment
     Partnership.   The Partnership is effectively owned  55%  by
     Showboat,  Inc.  and  45%  by Waterfront  Entertainment  and
     Development, Inc. through various partnership interests.
     
                Information contained in this quarterly report is
     supplemental  to disclosures in the Partnership's  year  end
     financial   reports.   This  management's   discussion   and
     analysis  of  financial condition and results of  operations
     should   be   read  in  conjunction  with  the  management's
     discussion  and analysis of financial condition and  results
     of  operations  included in the Partnership's  December  31,
     1996 Annual Report on Form 10-K.
     
     MATERIAL CHANGES IN RESULTS OF OPERATIONS
     
     THREE AND SIX MONTHS ENDED JUNE 30, 1997
     
                Prior to the commencement of operations on  April
     18,   1997,  the  activities  of  the  Partnership  and  the
     Predecessor  were  limited  to applying  for  the  riverboat
     owner's  license, securing the land for, arranging  for  the
     financing  of and completing the design and construction  of
     the  East  Chicago  Showboat.  All costs,  except  for  some
     interest  expense, had been capitalized.  As a  result,  the
     Partnership had no operating history for the quarter and six
     months  ended June 30, 1996.  Since operations began in  the
     second quarter of 1997, operating results for the three  and
     six months ended June 30, 1997 were identical.
     
                               10
<PAGE>
     
     REVENUES
     
                For the three and six months ended June 30, 1997,
     the  Partnership had gross revenues of $35.5  million.  This
     was  offset by $.7 million of complimentaries, resulting  in
     net revenues of $34.8 million.
     
               Casino revenues for the three and six months ended
     June  30,  1997  were $32.9 million, and consisted  of  $8.7
     million  in  table games revenue and $24.2 million  in  slot
     revenue.  Slot revenue represents 73.6% of the total  casino
     win  and table game revenue makes up the remaining 26.4%  of
     the  total  casino win for the East Chicago  Showboat.   The
     daily  win per slot machine and table game was approximately
     $190  and  $1,348 respectively, with total  gaming  win  per
     patron of approximately $65.
     
     LOSS FROM OPERATIONS
     
                SMCP had income from operations in the amount  of
     $2.9 million, exclusive of $9.6 million of preopening costs.
     Casino  division  expenses of $16.7 million  included  $10.0
     million  of  gross revenue and admission taxes, as  well  as
     $1.2   million   of   community   benefit  levies.  SMCP  is
     currrently   reviewing   its   operations   in   an   effort
     to improve its margin performance through  cost controls and
     marketing   programs   designed   to  enhance  revenue.   In
     addition,  the   Partnership   is   evaluating   all   other
     opportunities to improve profitability.
     
     NET LOSS
     
                For  the  quarter and six months ended  June  30,
     1997,  the  Partnership  experienced  net  losses  of  $11.2
     million  and $11.5 million, respectively.  These net  losses
     were  primarily attributable to the write-off of  preopening
     costs in  the amount  of $9.6 million  and interest expense.
     For the quarter and period ended June 30,  1996 the net loss
     was attributable to net interest expense.
     
     MATERIAL CHANGES IN FINANCIAL CONDITION
     
                As  of  June  30, 1997 SMCP held  cash  and  cash
     equivalents  of $19.0 million and short term investments  of
     $.1  million  compared  to  $.6 million  in  cash  and  cash
     equivalents  and $69.0 million in short term investments  at
     December 31, 1996.
     
                Since  its  inception, SMCP has met  its  capital
     requirements  through the $40.0 million capital contribution
     (the   "Capital  Contribution"),  the  $133.9  million   net
     proceeds from the offering (the "Offering") of its 13 1/2  %
     First Mortgage Notes due 2003 (the "East Chicago Notes") and
     equipment  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 (in such capacity, the "Trustee"  or
     "Registrar").  The funds provided by these sources  provided
     sufficient amounts to develop and commence operations of the
     East Chicago Showboat.
     
                In March 1997, PDS Financial Corporation provided
     an  equipment  lease  of approximately $11.0  million.   The
     lease  is  secured  by  the  equipment  purchased  with  the
     proceeds.  The lease is for a term of 48 months and the rate
     was fixed at 11.0%.
     
                               11
<PAGE>
     
                 In   June  1997,  FINOVA  provided  a  loan   of
     approximately $10.0 million. The loan is secured by  certain
     equipment purchased during the construction of the riverboat
     casino complex.  The loan is for a term of 36 months and the
     rate was fixed at 11.1%
     
                 Showboat,   Inc.  provided  a   standby   equity
     commitment  (the  "Standby Equity Commitment")  pursuant  to
     which  it  has agreed to cause to be made up to an aggregate
     of $30.0 million in additional capital contributions to SMCP
     during  the first three Operating Years (as defined  in  the
     Standby  Equity  Commitment Agreement).  The Standby  Equity
     Commitment is triggered when SMCP's Combined Cash  Flow  (as
     defined  in  the Standby Equity Commitment) does  not  reach
     $35.0  million  in any one such Operating Year,  subject  to
     certain  terms and conditions.  However, in no  event  shall
     Showboat  be required to contribute more than $15.0  million
     in  respect  of  any one such Operating Year.   The  Standby
     Equity   Commitment  is  subject  to  certain   limitations,
     qualifications, and exceptions.
     
                SMCP expects to fund its operations, debt service
     and  capital  needs from operating cash flow.  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.  If necessary and to the  extent
     permitted  under  the Indenture SMCP will  seek,  additional
     financing through bank borrowings, debt or equity financing.
     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.
     
                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
     Illinois,  Indiana  and  Michigan, states  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;  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 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.
     
                               12
<PAGE>

PART II.   OTHER INFORMATION
     
     
     Item 1.   LEGAL PROCEEDINGS
     
                 Not  applicable.   Notwithstanding,  SMCP  is  a
     defendant  in  various 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 SMCP.
     
     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

<TABLE>
<CAPTION>
           EXHIBIT                        
           NUMBER                    DESCRIPTION
           <S>      <C>
           10.01    Loan  and  Security Agreement dated June  30,
                    1997,  by and between Showboat Marina  Casino
                    Partnership  and Finova Capital  Corporation;
                    Intercreditor  and  Subordination   Agreement
                    dated  June  30,  1997, by and  among  Finova
                    Capital   Corporation,   Firstar   Bank    of
                    Minnesota,  N.A. and Showboat  Marina  Casino
                    Partnership;     DLJ    Intercreditor     and
                    Subordination Agreement dated June 30,  1997,
                    by  and  among  Finova  Capital  Corporation,
                    Donaldson   Lufkin   &  Jenrette   Securities
                    Corporation,  DLJ Capital Funding,  Inc.  and
                    Showboat  Marina Casino Partnership;  Secured
                    Promissory Note dated June 30, 1997,  by  and
                    between  Showboat  Marina Casino  Partnership
                    and  Finova  Capital Corporation; and  Vessel
                    Chattel Mortgage dated June 30, 1997, by  and
                    between  Showboat  Marina Casino  Partnership
                    and Finova Capital Corporation.
     
           27.01    Financial Data Schedule
</TABLE>     
                   
     
               (b)   Reports on Form 8-K
                          None.
     
                               13
<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.

Date  August 14, 1997                    SHOWBOAT MARINA CASINO
                                         PARTNERSHIP, an Indiana general
                                         partnership
                                         
By:  SHOWBOAT MARINA INVESTMENT          By:  SHOWBOAT MARINA PARTNERSHIP
     PARTNERSHIP, an Indiana general          an Indiana general
     partnership, a general partner           partnership, a partner
                                              
By:  SHOWBOAT INDIANA INVESTMENT         By:  SHOWBOAT INDIANA INVESTMENT
     LIMITED PARTNERSHIP, a Nevada            LIMITED PARTNERSHIP, A
     limited partnership, a general           Nevada limited partnership,
     partner                                  a general partner
                                              
By:  SHOWBOAT INDIANA, INC., a Nevada    By:  SHOWBOAT INDIANA, INC., a
     corporation, its general partner         Nevada corporation, its
                                              general partner
                                              
By:  /s/ J. Keith Wallace                By:  /s/ J. Keith Wallace
     J. Keith Wallace                         J. Keith Wallace
     President and Chief Executive            President and Chief
     Officer                                  Executive 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 Chief         Vice President Finance and
     Financial Officer                        Chief Financial Officer
                                              
By:  WATERFRONT ENTERTAINMENT AND        By:  WATERFRONT ENTERTAINMENT
     DEVELOPMENT, INC., an Indiana            AND DEVELOPMENT, INC., an
     corporation, a general partner           Indiana 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
     officer)                                 financial officer)
                                              
                                              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
<PAGE>

<TABLE>
<CAPTION>
                          EXHIBIT INDEX
                                
 EXHIBIT                                                     
 NUMBER                   DESCRIPTION                    PAGE NO.
                                
                                                             
  <S>     <C>                                              <C>
  10.01   Loan  and Security Agreement dated June  30,       
          1997,  by and between Showboat Marina Casino
          Partnership  and Finova Capital Corporation;
          Intercreditor  and  Subordination  Agreement
          dated  June  30, 1997, by and  among  Finova
          Capital   Corporation,   Firstar   Bank   of
          Minnesota,  N.A. and Showboat Marina  Casino
          Partnership;    DLJ    Intercreditor     and
          Subordination  Agreement  dated   June   30,
          1997,    by   and   among   Finova   Capital
          Corporation,  Donaldson  Lufkin  &  Jenrette
          Securities    Corporation,    DLJ    Capital
          Funding,  Inc.  and Showboat  Marina  Casino
          Partnership; Secured Promissory  Note  dated
          June  30,  1997,  by  and  between  Showboat
          Marina   Casino   Partnership   and   Finova
          Capital   Corporation;  and  Vessel  Chattel
          Mortgage  dated  June  30,  1997,   by   and
          between  Showboat Marina Casino  Partnership
          and Finova Capital Corporation.
                                
  27.01   Financial Data Schedule                            
                                

</TABLE>