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         SEPTEMBER 30, 1996
     
     
				  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
     (Exact name of registrant as specified in its charter)

	    Indiana                           35-1978576
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)           Identification No.)

400 E. Chicago Ave., East Chicago, Indiana             46312
(Address of principal executive offices)               (Zip Code)

			 (219)  392-1111
      (Registrant's telephone number, including area code)

	       Showboat Marina Finance Corporation
     (Exact name of registrant as specified in its charter)

	    Nevada                            88-0356197
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)           Identification No.)

400 E. Chicago Ave., East Chicago, Indiana             46312
(Address of principal executive offices)               (Zip Code)

			 (219)  392-1111
      (Registrant's 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
     
<PAGE>

     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
			October 31, 1996.


				2
				
<PAGE>

							     PAGE
PART I   Financial Information                                  4
     
     Item  1.Financial Statements                               4
	Consolidated  Balance Sheet as of  September
	  30, 1996 and March 31, 1996                           4
	Consolidated    Statements   of   Operations
	  for  the three months ended  September 30,
	  1996, the  period  from   March 29,   1996
	  (commencement   of   development)  through
	  September 30, 1996   and  for  the  period
	  from  January 31, 1994 (inception) through
	  Sept. 30, 1996                                        5
	Consolidated Statement of Partners'  Capital
	  for   the   period   from  March  29, 1996
	  (commencement   of   development)  through
	  September 30, 1996                                    6
	Consolidated   Statements  of   Cash   Flows
	  for   the   period  from  March  29,  1996
	  (commencement   of   development)  through
	  September   30,  1996,  the  period   from
	  January  1,  1996 through March  28,  1996
	  (Predecessor) and the period from  January
	  31, 1994 (inception) through September 30,
	  1996                                                  7
    
     Item 2. Management's Discussion and Analysis of
	     Financial  Condition  and   Results  of
	     Operations                                        12


PART  II   Other Information                                   16
      
      Item  1.  Legal Proceedings                              16
      
      Item  2.  Changes in Securities                          16
      
      Item  3.  Defaults upon Senior Securities                16
      
      Item  4.  Submission of Matters to a Vote of
		Security Holders                               16
    
      Item  5.  Other Information                              16
      
      Item  6.  Exhibits and Reports on Form 8-K               16

SIGNATURES                                                     17

				3
<PAGE>

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

	       SHOWBOAT MARINA CASINO PARTNERSHIP
		  (A DEVELOPMENT STAGE ENTITY)

     Consolidated Balance Sheet as of September 30, 1996 and
			 March 31, 1996
				
		   ASSETS
					   September 30,                
					       1996                
					    (Unaudited)            March 31, 1996            
						     (in thousands)

<S>                                       <C>                    <C>
Cash held in escrow                       $ 101,590              $ 157,295
								   
Interest receivable                           1,118                     59
								 
Property and equipment:                                          
   Land improvements                          2,123                  2,123
   Furniture, fixtures and equipment          1,529                    482
   Construction in progress                  65,332                 16,251
								
	Total property and equipment         68,984                 18,856
								 
Economic development costs                    4,814                  1,120
Other assets                                  3,188                  2,752

								 

					  $ 179,694              $ 180,082

								

   LIABILITIES AND PARTNERS' CAPITAL                         
								 
Accounts payable                          $   1,085              $     946
Accrued expenses                              2,518                    152
Long-term debt                              140,000                140,000
	Total liabilities                   143,603                141,098
								 
Commitments and contingencies (Note 3)                           
								 
Partners' capital (includes deficit                              
  accumulated during the development stage                    
  of $2,909,000 and $16,000 respectively).   36,091                 38,984
					  $ 179,694              $ 180,082
</TABLE>

   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

				4
<PAGE>

<TABLE>
<CAPTION>

		  SHOWBOAT MARINA CASINO PARTNERSHIP
		     (A DEVELOPMENT STAGE ENTITY)

    CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
       ENDED SEPTEMBER 30, 1996, THE PERIOD FROM MARCH 29,
      1996 (COMMENCEMENT OF DEVELOPMENT) THROUGH SEPTEMBER 30,
    1996 AND FOR THE PERIOD FROM JANUARY 31, 1994 (INCEPTION)
		   THROUGH SEPTEMBER 30, 1996
				
							 For the period         For the period
				  For the three          from March 29,        from January 31,
				  months ended            1996 through         1994 (inception)
				  September 30,           September 30,            through
				      1996                    1996               September 30,
				   (Unaudited)             (Unaudited)         1996 (Unaudited)
							 (in thousands)

<S>                           <C>                      <C>                    <C>    
Interest income               $      1,730             $      3,784           $      3,784
								 
Interest expense                     4,725                    9,602                  9,602
								 
Less: Interest capitalized           (1,941)                  (2,909)                (2,909)
								 
   Net interest expense              2,784                    6,693                  6,693
								 
     Net loss accumulated                                       
     during the development   $      (1,054)           $      (2,909)          $     (2,909)
     stage
								 
</TABLE>

   See accompanying notes to consolidated financial statements
				
				5
				
<PAGE>

<TABLE>
<CAPTION>

		SHOWBOAT MARINA CASINO PARTNERSHIP
		   (A DEVELOPMENT STAGE ENTITY)

	   Consolidated Statement of Partners' Capital
       For the Period from March 29, 1996 (commencement of
	     development) through September 30, 1996
				
							      SHOWBOAT
					SHOWBOAT               MARINA
					 MARINA              INVESTMENT                   
				       PARTNERSHIP           PARTNERSHIP           TOTAL   
				       (UNAUDITED)           (UNAUDITED)        (UNAUDITED)
							    (in thousands)
										    
<S>                                <C>                    <C>                 <C>  
Balance at beginning of period     $        -             $       -           $      -
										    
Capital contributions                    21,897                  390               22,287
										    
Net loss accumulated during the                                                     
  development stage                      (2,880)                 (29)              (2,909)
										    
Transfer of net assets from                                                         
  Showboat Marina Partnership            16,713                   -                16,713
										    
Balance at September 30, 1996      $     35,730          $       361          $    36,091
										    
</TABLE>

   See accompanying notes to consolidated financial statements
				
				6
				
<PAGE>

<TABLE>
<CAPTION>

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

       Consolidated Statements of Cash Flows for the period
     from March 29, 1996 (commencement of development) through
	       September 30, 1996, the period from
   January 1, 1996 through March 28, 1996 and the period from
			January 31, 1994
	      (inception) through September 30 1996
				
				   PARTNERSHIP         PREDECESSOR            CUMULATIVE
				   PERIOD FROM                             
				  MARCH 29, 1996                              PERIOD FROM
				  (COMMENCEMENT                            JANUARY 31, 1994
				  OF DEVELOPMENT                              (INCEPTION)
				     THROUGH           PERIOD FROM              THROUGH    
				   SEPTEMBER 30,     JANUARY 1, 1996         SEPTEMBER 30,
				       1996              THROUGH                 1996    
				   (UNAUDITED)        MARCH 28, 1996          (UNAUDITED)

<S>                           <C>                   <C>                    <C>         
Cash flows from operating                                             
activities:
 Net loss                     $      (2,909)        $          -           $     (2,909)
 Interest receivable                 (1,117)                   -                 (1,117)
 Licensing costs                          -                 (276)                (2,372)
 Other assets                          (435)                 (68)                  (816)
 Accounts payable                       139                  443                  1,085
 Accrued expenses                     2,518                    -                  2,518
  Net cash provided by (used                                         
  in) operating activities           (1,084)                  99                 (3,611)

Cash flows from investing                                             
activities:
 Economic development costs          (3,694)                  (7)                (4,814)
 Purchase of land improvements           --                 (286)                (2,123)
 Purchase of property and    
 equipment                           (1,047)                (198)                (1,529)
 Payments for construction in
 progress                           (48,597)              (5,246)               (59,228)
 Advance to affiliate                     -                   (1)            
  Net cash used in investing                                                    
  activities                        (53,338)              (5,738)               (67,694)

Cash flows from financing                                             
activities:
 Proceeds from issuance of                                             
  notes payable, net of        
  issuance costs                    134,445                 (550)               133,895
 Loan from affiliate                      -               28,118           
 Capital contributions               22,287              (22,287)                39,000
   Net cash provided by                                                  
   financing activities             156,732                5,281                172,895
   Net increase (decrease) in  
   cash                             101,590                 (358)               101,590
 Cash at beginning of period              -                  359                      -
 Cash at end of period        $     101,590         $          1            $   101,590
				
</TABLE>

   See accompanying notes to consolidated financial statements
				
				7
<PAGE>

		SHOWBOAT MARINA CASINO PARTNERSHIP
		  (A DEVELOPMENT STAGE ENTITY)

	   Notes to Consolidated Financial Statements
		       September 30, 1996
				
(1) ORGANIZATION AND 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 (a  development  stage
   entity)  (Partnership)  and   its  wholly  owned   subsidiary,
   Showboat  Marina Finance Corporation (Finance Corporation)  as
   of  September 30, 1996 and March 31, 1996, and for the periods
   from  July 1, 1996,  through September 30, 1996, and March 29,
   1996  (commencement  of  development)   through  September 30, 
   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  of the Partnership  and the 
   Predecessor   from   January  31,  1994  (inception)   through 
   September 30, 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  the  Partnership as  described 
   below. Therefore a statement  of operations is not applicable.
   
   Partnership  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 gambling cruise
   vessel  and  a land based support facility (the  East  Chicago
   Showboat ).   The East Chicago Showboat vessel is expected  to
   contain approximately 51,000 square feet of gaming space  with
   approximately  1,700 slot machines and approximately  86 table
   games.   The land based facility is expected to consist  of  a
   pavilion,  garage and surface parking.  The pavilion  will  be
   approximately   100,000  square  feet  and  will   include   a
   buffet/coffee shop, lounge, gift shop, ticket/promotions  area
   as  well  as   administrative   offices.  The  current  design
   includes  an  1,800  space parking garage  and  1,000  surface
   parking  spaces.     Finance Corporation was  incorporated  on
   March 7, 1996 to assist the Partnership 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 the Partnership.
   
   The  Partnership  is owned 99% by the Predecessor  and  1%  by
   Showboat  Marina Investment Partnership.  The  Partnership  is
   effectively owned 55% by Showboat, Inc. (Showboat) and 45%  by
   Waterfront  Entertainment and Development,  Inc.  (Waterfront)
   through various partnership interests.
   
   The  Predecessor applied for the sole riverboat gaming 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 the Partnership.  As  of  March
   27,  1996,  the  Predecessor contributed  the  Certificate  of
   Suitability,   and   on   March   28,   1996    all  of    its
   
			   (continued)

				8
				
   <PAGE>
   
   assets  (except  for the capital stock of East Chicago  Second
   Century,  Inc.), liabilities and obligations were  contributed
   to the Partnership.
   
   Certain   information   and  footnote   disclosures   normally
   included  in financial statements prepared in accordance  with
   generally    accepted   accounting   principles   have    been
   consolidated   or   omitted.   These  consolidated   financial
   statements  should be read in conjunction with  the  financial
   statement  and  notes  thereto included in  the  Partnership's
   Amendment  No.  2  to  Registration  Statement  on  Form   S-4
   effective July 11, 1996.
   
   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.
   
(2) LONG-TERM DEBT
   
   On  March  28,  1996, the Partnership and Finance  Corporation
   issued  $140.0  million  (the  "Offering")  in  the  aggregate
   principal amount  of 13 1/2% Series A First Mortgage Notes due
   2003  (the  Old  Notes)  through  a  private  placement.   The
   proceeds  from the Offering were approximately $133.9 million,
   net  of  underwriting  discounts  and  commissions.   The  net
   proceeds  are being used to develop the East Chicago Showboat.
   On  August  12,  1996 the Partnership and Finance  Corporation
   exchanged the Old Notes with  registered  notes,  the  13 1/2%
   Series  B  First  Mortgage  Notes  due 2003 (the  New  Notes).
   The  Old Notes were, and the New Notes have been issued  under
   the   Indenture  dated  as  of   March  26,  1996  (the   Note
   Indenture)   between the Partnership, the Finance  Corporation
   and  American  Bank National Association as Trustee  (in  such
   capacity,  the  Trustee  or  Registrar).  The  form and  terms
   of  the  New  Notes are identical in all material respects  to
   the  form and terms of the Old Notes.  The New Notes  and  the
   Old Notes are collectively referred to as the "Notes."
   
   Interest  is  payable on the Notes semiannually on  March  15,
   and  September 15 of each year commencing September 15,  1996.
   The  Notes  will  not be redeemable prior to March  15,  2000,
   except  as otherwise required by a gaming authority.   On  and
   after  March  15,  2000, the Notes will be redeemable  at  the
   option  of the Partnership, in whole or in part, at redemption
   prices ranging from 106.750% in 2000 through 100.000% in  2002
   and  thereafter,  as  defined in the Note  Indenture  for  the
   Notes,   plus  accrued  and  unpaid  interest  and  liquidated
   damages, if any.
   
   The  Note  Indenture  places significant restrictions  on  the
   incurrence   of  additional  indebtedness,  the  creation   of
   additional  liens  on  the  collateral  securing  the   Notes,
   transactions   with   affiliates  and   payment   of   certain
   restricted payments.
   
			   (continued)

				9
				
   <PAGE>
   
(3) COMMITMENTS AND CONTINGENCIES
   
   Atlantic  Marine, Inc. has been retained to  build  and  equip
   the  riverboat  vessel.  The current contract price  is  $38.5
   million,  but is subject to adjustments, if any, as set  forth
   in the contract.
   
   Tonn  &  Blank,  Inc., in joint venture with KLM Construction,
   Inc.,   has   been  retained  to  build  and   construct   the
   approximately $40.0 million land based facilities of the  East
   Chicago  Showboat.  The general construction contract provides
   for  payment  of  a  basic  fee of $1.7  million  and  general
   conditions   of  $1.2  million  for  the  general   contractor
   services.   In  addition, the joint venture  may  bid  on  the
   subcontracts  for  construction at the East Chicago  Showboat.
   As  of   October 31, 1996  the joint venture has been selected
   as   the   subcontractor   for  the   construction of building
   concrete,  structural steel erection and pilecaps for the East
   Chicago  Showboat,  at  a  construction  cost of approximately
   $3.4 million.
   
   Luhr  Bros.,  Inc., has been retained to build the breakwater,
   mooring/fending  bulkhead  and  to  perform   basin   dredging
   necessary  for  the  marina operations  of  the  East  Chicago
   Showboat.   The contract is a fixed price contract  for  $14.5
   million  and is subject to adjustments based on design changes
   related to the development.

   International  Gaming  Technology  -  North America and Casino
   Data  Systems  have  been  contracted  to supply slot machines
   for $9.5 million and an  electronic gaming tracking system for
   $1.5 million, respectively.
   
   The  Hillier Group has been retained by the Partnership as the
   project  architect for the pavilion, garage,  water  treatment
   plant  facade, vessel, and sitework.  The Hillier  Group  will
   provide  the  basic  services related to  the  following  five
   phases  of  the  development and construction of  the  Casino:
   Schematic    Design    Phase,   Design   Development    Phase,
   Construction  Documents Phase, Bidding or  Negotiation  Phase,
   and  the Construction Phase.  The compensation for these basic
   services  is  time and materials estimated to be approximately
   $2 million.

   The  Partnership  has  entered into  numerous  agreements  and
   financial   commitments  for  the  construction  of  leasehold
   improvements  as  well as to promote the economic  development
   of  the City of East Chicago that must be completed whether or
   not  an owner's license is issued to the Partnership.  In  the
   event  an  owner's license is not issued, the  fulfillment  of
   these  commitments  as well as the realization  of  the  costs
   already expended could have a material adverse impact  on  the
   financial  condition, results of operations and  liquidity  of
   the Partnership.
   
(4) PARTNERS' CAPITAL
   
   Showboat,  beneficial  owner of 55% of  the  Partnership,  has
   committed  to  a  standby equity commitment  of  up  to  $30.0
   million  and  a  completion guarantee of up to $30.0  million.
   The terms of these agreements are as follows:
   
   The  standby equity commitment provides that if during any  of
   the  first three full four-quarter periods after the riverboat
   is operating the Partnership's combined cash flow is less than
   $35.0 million for  any such full  fiscal  four-quarter period,
   Showboat  will  cause  to  be  contributed  additional capital
   contributions  that  will  result  in net cash proceeds to the
   
			  (continued)

			       10
				
   <PAGE>
   
   Partnership  of  not  less than the difference  between  $35.0
   million  and the combined cash flow for the period;  provided,
   however, that in no event shall Showboat be required to  cause
   to  be  contributed more than $15.0 million in respect of  any
   one  such  full fiscal four-quarter period or more than  $30.0
   million in the aggregate.
   
   Showboat  has  also  agreed  to  complete  the  East   Chicago
   Showboat so that it becomes operational and will guarantee the
   payment  of  all project costs owing prior to such completion.
   The   completion   guarantee  will  be  subject   to   certain
   limitations,  qualifications and exceptions.  This  obligation
   goes  into  effect  only in the event there  are  insufficient
   funds  to  meet  the  costs  of developing,  constructing  and
   opening the riverboat and is limited to $30.0 million  in  the
   aggregate.
   
(5) RELATED PARTY TRANSACTIONS

   As   discussed  in   Note  3, the East  Chicago  Showboat  has
   entered into a  construction  contract with Tonn & Blank, Inc.
   in joint venture with  KLM Construction, Inc.  for the purpose
   of   serving   as  general contractors  for  the  development.
   Nikos   Kefolidis,  the  President of KLM,  beneficially  owns
   3.0% of the Partnership.
     
			       11
				
<PAGE>

ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
	  CONDITION AND RESULTS OF OPERATIONS OR PLAN OF
	  OPERATION
	
  DEVELOPMENT ACTIVITIES
  
The   operations  of  Showboat  Marina  Casino  Partnership  (the
"Partnership"),   and   of  Showboat  Marina   Partnership   (the
"Predecessor"), which contributed all of its assets  (except  for
the  capital  stock  of Second Century) and  liabilities  to  the
Partnership  as of March 28, 1996, have 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").   East
Chicago  Showboat  will contain  approximately 51,000 square feet
of  gaming  space  with  approximately   1,700  slot machines and
approximately  86  table  games.   The  land   based  facility is
expected to consist of a pavilion,  garage  and  surface parking.
The  pavilion  will  be approximately 100,000  square  feet   and
will   include   a   buffet/coffee   shop,   lounge,   gift shop,
ticket/promotions  area  as  well as administrative offices.  The
current design includes  an  1,800 space parking garage and 1,000
surface parking spaces. Subject to obtaining the necessary gaming
licenses, other  permits  and  financing, the Partnership expects
gaming  operations  at East Chicago Showboat to commence sometime
during the Second Quarter of 1997.

  RESULTS OF OPERATIONS
  
The  Partnership is in the development stage and has  capitalized
all  costs,  except for some interest expense.  Accordingly,  the
Partnership  does not have any historical operating  income.  The
Finance  Corporation is wholly-owned by the Partnership  and  was
incorporated  to  assist the Partnership in  financing  the  East
Chicago  Showboat.   The capitalized costs consist  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
East  Chicago  Showboat.  The Partnership  anticipates  that  the
results  of  its  first  twelve  months  of  operations  will  be
adversely  affected by expensing of preopening costs  and  should
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 the Partnership. While  the  Partnership
believes  that East Chicago Showboat will be able  to  attract  a
sufficient number of customers and achieve the level of  activity
necessary  to permit the Partnership and the Finance  Corporation
to meet their obligations, there can be no assurance with respect
thereto.

  MATERIAL CHANGES IN FINANCIAL CONDITION
  
Since   its  inception,  the  Partnership  has  met  its  capital
requirements through the $39.0 million capital contribution  (the
"Capital Contribution") and the $133.9 million net proceeds  from
the offering  (the "Offering") of  its  13 1/2%  Series  A  First
Mortgage  Notes   due  2003  (the  "Old Notes").  On  August  12,
1996  the Partnership  and  Finance Corporation exchanged the Old
Notes with  registered notes, the 13 1/2% Series B First Mortgage
Notes  due   2003  (the   "New   Notes").  The  Old  Notes  were,
and  the  New  Notes have been   issued under the Indenture dated
as  of  March  26,  1996  (the  "Note    Indenture")  between the
Partnership,  the   Finance   Corporation   and   American   Bank

			  (continued)

			       12
				
<PAGE>

National  Association as Trustee (in such capacity, the "Trustee"
or  "Registrar").   The  form and terms  of  the  New  Notes  are
identical in all material respects to the form and terms  of  the
Old  Notes.   The  New Notes and the Old Notes  are  collectively
referred to as the "Notes."

The  funds  necessary to   design,   develop,  construct,  equip
and  open the  East Chicago  Showboat  is expected to be derived
from the  Capital Contribution, the proceeds from the  Offering,
and capital lease  financing.  The Partnership has authorized an
increase  in the  budget  of up to  $5.0  million to be used for
interior upgrades including an upscale restaurant and additional
additional  funding  for  employee  training  thereby increasing
the  budget for the construction of the East Chicago Showboat to
$200.0 million.  The  Partnership  is currently negotiating with
its  capital lease  providers  to  secure  a  commitment for the
additional funds  required  for  the  additional   improvements.
Management believes that  it  has sufficient  sources  of  funds
for the construction of the East Chicago  Showboat.   The  funds
provided  by  these  sources  are  expected  to be sufficient to
develop and commence operations of  commence  operations of East
Chicago Showboat. However,  there can  be no assurance that such
funds in themselves will be  sufficient for  the development and
construction of East Chicago Showboat.

The Partnership  has entered into a fixed price contract for the
construction of the casino vessel and other portions of the East
Chicago  Showboat.  Fixed  or guaranteed maximum price contracts
are subject to price adjustments if the plans and specifications
are  changed.  The unspent  portion of  the Capital Contribution
and the net proceeds of  the  Offering  have been deposited into
the Escrow Account and invested in  cash equivalents and will be
disbursed pursuant  to  the  Escrow  and  Disbursement Agreement
for the construction  of East  Chicago Showboat.  Showboat, Inc.
("Showboat") has  entered into   a   completion  guarantee  (the
"Completion    Guarantee")  committing   up  to  $30.0  million,
subject to certain  exceptions, qualifications and  limitations,
to  complete   the   Minimum  Facilities   (as   defined  in the
Completion  Guarantee).   Showboat  also  provided  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 the  Partnership during the first three
Operating Years (as defined  in the  Standby  Equity  Commitment
Agreement)  if the Partnership'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.

			  (continued)

			       13
				
<PAGE>

The Notes mature on March 15, 2003.  Interest payment dates under
the Notes are March 15 and September 15, commencing September 15,
1996.    The  Notes  are  senior  secured  obligations   of   the
Partnership.  The Notes rank PARI PASSU, or on a parity with,  in
right of payment with all existing and future senior indebtedness
of  the  Partnership and senior in right of payment to all future
Subordinated  Indebtedness  of the Partnership.   The  Notes  are
without recourse to the general partners of the Partnership or to
Showboat.

The  Notes  may be redeemed at the option of the Partnership,  in
whole or in part, at any time on and after March 15, 2000, at the
redemption  prices set forth in the Note Indenture, plus  accrued
and  unpaid  interest  and liquidated damages  thereon,  if  any,
through the redemption date.

Upon  a  Change  of Control, each holder of Notes will  have  the
right  to  require the Partnership to repurchase all or  part  of
such  holder's  Notes at a price equal to 101% of  the  aggregate
principal  amount thereof, plus accrued and unpaid  interest  and
liquidated  damages thereon, if any, to the date  of  repurchase.
The  Note Indenture contains certain covenants that, among  other
things,  limit the ability of the Partnership and its  Restricted
Subsidiaries   to   incur  additional  Indebtedness   and   issue
Disqualified  Stock,  pay dividends or make other  distributions,
repurchase Equity Interests or Subordinated Indebtedness,  engage
in  certain lease transactions, create certain liens, enter  into
transactions with affiliates, sell assets, issue or sell  certain
Equity Interests of the Partnership's subsidiaries or enter  into
certain mergers and consolidations.

Following   the  commencement  of  operations  of  East   Chicago
Showboat,  the  Partnership expects to fund  its  operating  debt
service  and capital needs from operating cash flow.  Based  upon
the   Partnership's  anticipated  future  operations,  management
believes    that   available   cash   flow   from  East   Chicago
Showboat's   future    operations,  together   with the  proceeds
from  the  offering   and    the   capital  contribution, will be
adequate   to   meet   the  Partnership's    anticipated   future
requirements   for   working   capital,  capital     expenditures
and  scheduled payments   of  principal, interest  and liquidated

			  (continued)

			       14
				
<PAGE>

damages,  if  any,  on the Notes for the foreseeable  future.  No
assurance can be given, however, that operating cash flow will be
sufficient   for  that  purpose.   The  Partnership  intends   to
establish  initial  working  capital  reserves  to  provide   for
anticipated  short-term liquidity needs. Although  no  additional
financing  is  contemplated,  the  Partnership  will   seek,   if
necessary  and  to  the  extent permitted  under  the  Indenture,
additional  financing  through bank borrowings,  debt  or  equity
financings. There can be no assurance that additional  financing,
if  needed,  will be available to the Partnership,  or  that,  if
available,  the  financing  will be on  terms  favorable  to  the
Partnership.   There  is  no  assurance  that  the  Partnership'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.

  SEASONALITY
  
The   Partnership  has  no  operating  history.  The  Partnership
anticipates  that  activity  at East  Chicago  Showboat  will  be
affected   by   weather   conditions   and  that   most  business
activity will  be  from May through September rather than October
through April when East Chicago  experiences   harsher   weather.
Accordingly,   the  Partnership's  results  of   operations   may
fluctuate from quarter to quarter and the results for any  fiscal
quarter  may  not  be  indicative of results  for  future  fiscal
quarters.

			       15
				
<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

<TABLE>
<CAPTION>

     Exhibit                     DESCRIPTION
     NUMBER

     <S>            <C>
     10.01          Equipment  Lease  Commitment  dated  as   of
		    August  26,  1996  by and  between  Showboat
		    Marina  Casino Partnership and PDS Financial
		    Corporation.

     27.01          Financial Data Schedule.

</TABLE>

(B)  REPORTS ON FORM 8-K

     None.

			       16
				
<PAGE>

			   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.


				    SHOWBOAT MARINA CASINO
				    PARTNERSHIP,  an Indiana  general
				    partnership
					 
By:  SHOWBOAT   MARINA  INVESTMENT  By:  SHOWBOAT MARINA PARTNERSHIP,
     PARTNERSHIP,    an    Indiana       an      Indiana      general
     general    partnership,     a       partnership,    a    general
     general partner                     partner
					 
By:  SHOWBOAT  INDIANA  INVESTMENT  By:  SHOWBOAT  INDIANA INVESTMENT
     LIMITED PARTNERSHIP, a Nevada       LIMITED    PARTNERSHIP,    a
     limited    partnership,     a       Nevada  limited partnership,
     general partner                     a general partner
					 
By:  SHOWBOAT  INDIANA,  INC.,   a  By:  SHOWBOAT  INDIANA,  INC.,  a
     Nevada    corporation,    its       Nevada   corporation,    its
     general partner                     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       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
     corporation,    a     general       Indiana    corporation,    a
     partner                             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       Treasurer         (principal
     financial officer)                  financial officer)

			       17

<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


				 18
<PAGE>

			     EXHIBIT INDEX

						    SEQUENTIAL PAGE
     EXHIBIT               DESCRIPTION                  NUMBER

     10.01        Equipment Lease Commitment              19
		  dated as of August 26, 1996 by
		  and between Showboat Marina
		  Casino Partnership and PDS
		  Financial Corporation.

     27.01        Financial Data Schedule.                25