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:          September 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 Identification No.)
 incorporation or organization)
     
                                  
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 November 7, 1997
                                   
                                  1 
<PAGE>
              SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                                 AND
              SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)
                                  
                                INDEX

Part I       FINANCIAL INFORMATION                                 Page No.
                                                         
     Item 1. Financial Statements                        
                                                         
             Condensed Consolidated Balance Sheets -     
               September 30, 1997 and December 31, 1996                3-4
                                                         
             Condensed Consolidated Statements of Operations -
               For the three months ended September 30, 
               1997 and 1996                                             5
                                                         
             Condensed Consolidated Statements of Operations -
               For the Nine months ended September 30,   
               1997 and the period March 29, 1996 through 
               September 30, 1996                                        6
                                                         
             Condensed Consolidated Statements of Cash Flows -
               For the Nine months ended September 30,   
               1997, the period from March 29, 1996 through 
               September 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                   10-13
                                                         
                                                         
                                                         
PART II      OTHER INFORMATION                           
                                                         
               ITEMS 1 - 6                                              14
                                                         
               SIGNATURES                                               15
                                                         
               EXHIBIT INDEX                                            16











                                   2

<PAGE>
PART I.   Financial Information

<TABLE>
<CAPTION>
Item 1.        Financial Statements

              SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                CONDENSED CONSOLIDATED BALANCE SHEETS
             SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                                  
       ASSETS                     September 30, 1997     December 31, 1996
------------------------         -------------------    ------------------
        <S>                             <C>                    <C>
                                      (unaudited)                    
                                               (In thousands)
 Current assets:                                             
  Cash and cash equivalents        $        7,763         $          599
  Short-term investments held            
   in escrow                                    -                 69,002
  Receivables, net                            785                  1,601
  Inventories                                 399                      -
  Prepaid expenses                          1,196                      -
                                 -------------------    ------------------ 
    Total current assets                   10,143                 71,202
                                 -------------------    ------------------
                                                             
 Property and equipment                   166,955                100,601
 Less accumulated depreciation                                            
  and amortization                         (5,107)                     -
                                 -------------------    ------------------ 
                                          161,848                100,601
                                 -------------------    ------------------     
 Other assets:                                               
  Economic development and                                    
   licensing costs, net of                                          
   accumulated amortization
   of $499,000 and $0 at                                     
   September 30, 1997
   and December 31, 1996            
   respectively                           10,996                    7,637
                                                             
  Deposits and other assets                2,374                    2,158
 
  Debt issuance costs, net of 
   accumulated amortization of                                        
   $506,000 and $0 at September            
   30, 1997, and December 31,
   1996, respectively                      5,935                    6,296
                                 -------------------    ------------------
                                          19,305                   16,091
                                 -------------------    ------------------     
                                 $       191,296        $         187,894
                                 ===================    ==================
                                  
                                  
                                  
                                  
See accompanying notes to condensed consolidated financial statements.
                                  

                                  3              (continued)
</TABLE>
<PAGE>  
<TABLE>
<CAPTION>
                                
          SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
            CONDENSED CONSOLIDATED BALANCE SHEETS
          SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                         (continued)
                                              
LIABILITIES AND PARTNERS'CAPITAL    September 30, 1997    December 31, 1996
--------------------------------    ------------------    ------------------   
         <S>                               <C>                  <C>
                                        (Unaudited)                   
                                                (In thousands)            
                                                                
Current liabilities:                                      
 Current maturities of long-term     
  debt                                $      5,407           $          -
 Accounts payable                            3,084                  3,717
 Construction payables                           -                  4,037
 Accured liabilities                         7,808                  5,557
                                    ------------------    ------------------
    Total current liabilities               16,299                 13,311
                                    ------------------    ------------------    
Long-term debt, excluding current            
 maturities                                153,414                140,000
                                    ------------------    ------------------   
Partners' capital:                                              
 Capital contributions                      40,000                 39,000
                                    ------------------    ------------------   
 Accumulated deficit                       (18,417)                (4,417)
                                    ------------------    ------------------   
 Total Partners' Capital                    21,583                 34,583
                                    ------------------    ------------------   
                                      $    191,296           $    187,894
                                    ==================    ==================



















   See accompanying notes to condensed consolidated financial statements.
                                  
                                  4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             SHOWBOAT MARINA CASINO PARTNERSHIP  (SMCP)
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                         (Unaudited)
                                                             
                                   September 30, 1997    September 30, 1996
                                   ------------------    -------------------
     <S>                                   <C>                   <C>        
                                               (In thousands)         
Revenues:                                                    
 Casino                              $      40,798          $         -
 Food and beverage                           2,801                    -
 Other                                         230                    -
                                    ------------------    ------------------   
                                            43,829                    -
Less complimentaries                         1,191                    -     
                                    ------------------    ------------------
   Net revenues                             42,638                    -
                                                             
Operating costs and expenses:                                
 Casino                                     19,847                    -
 Food and beverage                           2,575                    -
 General and administrative                  8,336                    -
 Selling, advertising and promotion          5,626                    -
 Depreciation and amortization               3,276                    -
                                    ------------------    ------------------
                                            39,660                    -
                                    ------------------    ------------------   

Income from operations                       2,978                    -
                                                             
Other (income) expense:                                      
 Interest income                               (80)              (1,730)
 Interest expense, net of             
  amounts capitalized                        5,574                2,784
                                    ------------------    ------------------
                                             5,494                1,054
                                    ------------------    ------------------   
Net loss                              $     (2,516)        $     (1,054)
                                    ==================    ==================
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
  See accompanying notes to condensed consolidated financial statements
                                  
                                  5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  
                                  
                                  
               SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND
         THE PERIOD MARCH 29, 1996 THROUGH SEPTEMBER 30, 1996
                              (Unaudited)                              
                                                                       
                                   September 30,1997    September 30, 1996
                                   -----------------    ------------------
    <S>                                     <C>                  <C>
                                              (In thousands)             
Revenues:                                                              
 Casino                            $       73,700        $            -
 Food and beverage                          4,934                     -
 Other                                        716                     -
                                   ------------------    -----------------
                                           79,350                     -
Less complimentaries                        1,872                     -
                                   ------------------    -----------------
   Net revenues                            77,478                     -
                                   ------------------    -----------------     
Operating costs and expenses:                                          
 Casino                                    36,550                     -
 Food and beverage                          4,731                     -
 General and administrative                14,842                     -
 Selling, advertising and promotion         9,781                     -
 Depreciation and amortization              5,705                     -
 Preopening costs                           9,577                     -
                                   ------------------    -----------------    
                                    $      81,186                     -
                                   ------------------    -----------------     
Loss from operations                       (3,708)                    -
                                                                       
Other (income) expense:                                                
 Interest income                             (855)               (3,784)
 Interest expense, net of                 
  amounts capitalized                      11,147                 6,693
                                   ------------------    -----------------
                                           10,292                 2,909
                                   ------------------    -----------------     
Net loss                            $     (14,000)       $       (2,909)
                                   ==================    =================      














   See accompanying notes to condensed consolidated financial statements.

                                    6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                   SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                   SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)
                CONDENSED COSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
          THE PERIOD FROM MARCH 29, 1996 THROUGH SEPTEMBER 30, 1996 AND
           THE PERIOD FROM JANUARY 1, 1996 THROUGH MARCH 28, 1996
                                   (Unaudited)
                                                                     
                                      SMCP                      Predecessor
                       ----------------------------------    -----------------
                       Nine Months         Period from            Period from
                          Ended          March 29, 1996       January 1, 1996
                       September 30,       through                 through
                          1997         September 30, 1996      March 28, 1996
                       ----------------------------------    ---------------    
       <S>                 <C>                  <C>                 <C>
                                                    (In thousands)
                                                                     
Net cash provided by               
 (used in) operating
 activities             $    (6,950)     $      (1,804)           $     99
  
Cash flows from                                                
 investing activities:        
 Economic development costs  (3,858)            (3,694)                 (7)
 Purchases of property,
  equipment and payments
  for construction in
  progress                  (59,408)           (49,644)             (5,730)
 Sale of short term                                     
  investments                69,002                  -                   -
 Other                         (314)                 -                   -
                        --------------   -------------------      ------------
Net cash provided (used                                                         
 in) investing activities     5,422            (53,338)             (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                       (1,799)                 -                   -
 Debt issuance costs           (145)            (5,555)               (550)
 Capital contributions        1,000             22,287               5,830
                        --------------   -------------------      ------------
                                                                     
Net cash provided by
 financing activities         8,692            156,732               5,280
                        --------------   -------------------      ------------
Net increase (decrease) 
 in cash and equivalents      7,164            101,590                (358)
Cash and cash equivalents 
 at beginning of period         599                  -                 358
                        --------------   -------------------      ------------
Cash and cash quivalents     
 at end of period        $    7,763       $    101,590            $      -
                        ==============   ===================      ============

Supplemental disclosures
 of cash flow information
 and non-cash investing
 and financing activities:
  Cash paid during the 
   period for:
    Interest, net of 
     amounts capitalized     15,323              6,540                    -

    Equipment acquired
     under capital leases    10,984                  -                    -

   See accompanying notes to condensed consolidated financial statements.
                                   7
</TABLE>
<PAGE>
             SHOWBOAT MARINA CASINO PARTNERSHIIP (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 
     September 30, 1997 and December 31, 1996 and for the periods ended 
     September 30, 1997 and 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.  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.  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.  On April 15, 1997, SMCP received a riverboat 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.  Showboat Marina Partnership (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 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 in the opinion of management,
     are 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 operations of the
     riverboat casino complex commenced, at which time the costs
     were written off.  The preopening costs consisted primarily  of
     payroll, consulting fees, training and related travel costs.
     
     
     
     
                               8                   (continued)
<PAGE>
                                  
                                  
             SHOWBOAT MARINA CASINO PARTNERSHIIP (SMCP)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  
     2.  LONG-TERM DEBT
     
     
           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%.
     
           In June 1997, FINOVA Capital Corporation 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%
     
           In September of 1997, the Partnership entered into an
     unsecured line of credit with Fleet Bank in the amount of $.9
     million.  The term of the line is for a period of one year,
     renewable annually at an interest rate of LIBOR plus 75 basis
     points.  During October of 1997, upon receipt of approval from
     the Indiana Gaming Commission, the amount of the line was
     increased to $3.0 million.  The line is available for  general
     corporate purposes.  As of September 30, 1997, the Partnership
     had not drawn funds against this facility.
     
     3.  COMMITTMENTS AND CONTINGENCIES
     
           From the date of opening through September 30, 1997, SMCP
     has accumulated approximately $2.0 million in management fees
     due under its management contract with SMP.  However, the
     payment of these fees are limited by the Partnership's
     bond indenture and require the Partnership to meet certain
     fixed charge coverage ratios before any payment can be made.
     Due to these restrictions, the Partnership has not accrued any
     management fees and will recognize the expense when paid.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                  9
     
<PAGE>     
     
     
     
Item 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 1,640 slot machines and 82 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 
buffet, upscale restaurant, cocktail lounge, gift shop, hydraulic bandstand
platform, promotions area and administrative offices.

           In accordance with Indiana Gaming Commission 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

          Prior to the commencement of operations on April 18, 1997,
the activities of the Partnership and the Predecessor were limited
to applying for the gaming 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, have been capitalized.  As a result, the Partnership has no
operating history for the three and nine months ended September 30,
1996.

Three Months Ended September 30, 1997

Revenues

           For the three months ended September 30, 1997, the
Partnership had gross revenues of $43.8 million. This was offset by
$1.2 million of complimentaries, resulting in net revenues of $42.6
million for the three months ended September 30, 1997.



                               10                        (continued)
<PAGE>

MATERIAL CHANGES IN RESULTS OF OPERATIONS (continued)

Revenues (continued)

           Casino revenues for the three months ended September 30,
1997 were $40.8 million, and consisted of $12.2 million in table
games revenue and $28.6 million in slot revenue.  Slot revenue
represents 70.1% of the total casino win and table game revenue
makes up the remaining 29.9% of the total casino win for the East
Chicago Showboat.

Income From Operations

           The  Partnership's income from operations for the three
months ended September 30, 1997 was $3.0 million.  Operating
expenses for the three months ended September 30, 1997 were $39.7
million.  Casino division expenses included $11.7 million of gross
revenue and admission taxes, as well as $1.5 million of community
benefit levies.

          SMCP is currently reviewing its operations in an effort to
improve margin performance.  SMCP has begun implementing a series of
cost controls and is continuing to evaluate all opportunities to
reduce costs.  SMCP continues to develop cost effective marketing
programs to increase awareness in the Chicago gaming market in an
effort to enhance revenue.  Over the past twelve months, the Chicago
gaming market has had capacity growth of 58.9%, while revenue has
grown at a 35.5% rate, resulting in a slower than anticipated
absorption of additional gaming capacity. As of November 1, 1997,
there have been no announced future capacity increases in this market.

Net Loss

           For the three months ended September 30, 1997, the
Partnership experienced a net loss of $2.5 million.  This loss was
primarily attributable to the level of income  from  operations
obtained and interest expense in the amount of $5.5 million.

Nine Months Ended September 30, 1997

Revenues

           For the nine months ended September 30, 1997, the
Partnership had gross revenues of $79.4 million.  This was offset by
$1.9 million of complimentaries, resulting in net revenues of $77.5
million for the nine months ended September 30, 1997.

           Casino revenues for the nine months ended September 30,
1997 were $73.7 million, and consisted of $20.9 million in table
games revenue and $52.8 million in slot revenue.  Slot revenue
represents 71.6% of the total casino win and table game revenue
makes up the remaining 28.4% of the total casino win for the East
Chicago Showboat.

Loss From Operations

            SMCP had income from operations of $5.9  million,
exclusive of $9.6 million of preopening costs for the nine months
ended September 30, 1997.  Operating expenses for the nine months
ended September 30, 1997 were $81.2 million, including the write-off
upon opening of preopening costs in the amount of $9.6 million.
Casino division expenses included $21.7 million of gross revenue and
admission taxes, as well as $2.8 million of community benefit levies.


                                11                       (continued)
<PAGE>
MATERIAL CHANGES IN RESULTS OF OPERATIONS (continued)

Loss From Operations (continued)

          SMCP is currently reviewing its operations in an effort to
improve margin performance.  SMCP has begun implementing a series of
cost controls and is continuing to evaluate all opportunities to
reduce costs.  SMCP continues to develop cost effective marketing
programs to increase awareness in the Chicago gaming market in an
effort to enhance revenue.  Over the past twelve months, the Chicago
gaming market has had capacity growth of 58.9%, while revenue has
grown at a 35.5% rate, resulting in a slower than anticipated
absorption of additional gaming capacity. As of November 1, 1997,
there have been no announced future capacity increases in this market.

Net Loss

           For the nine months ended September 30, 1997, the
Partnership experienced a net loss of $14.0 million.  This loss was
primarily attributable to the level of income from operations
obtained, the write off of preopening costs in the amount of $9.6
million and interest expense in the amount of $11.1 million.

MATERIAL CHANGES IN FINANCIAL CONDITION

           As of September 30, 1997, SMCP held cash and cash
equivalents of $7.8 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 ofapproximently  
$20.6 million provided by PDS Financial Corporation and FINOVA Capital 
Corporation. 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%.

           In June 1997, FINOVA Capital Corporation 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%.

           On September 30, 1997, the Partnership entered into an
unsecured line of credit agreement with Fleet Bank in the amount of
$.9 million.  The term of the line is for a period of one year,
renewable annually at the rate of LIBOR plus 75 basis points.
During October of 1997, upon receipt of approval from  the Indiana
Gaming Commission, the amount of the line was increased to $3.0
million. The line is available for general corporate purposes.  As
of September 30, 1997, the Partnership had not drawn funds against
this facility.




                              12                         (continued)

<PAGE>


MATERIAL CHANGES IN FINANCIAL CONDITION (continued)


           Showboat entered into a standby equity commitment which
requires that if, during any of the first three Operating Years (as
defined), SMCP's Combined Cash Flow (as defined) is less than $35.0
million,  Showboat will be required to make additional capital
contributions to SMCP in the lesser of (a) $15.0 million, or (b) the
difference between the $35.0 million and the Operating Year's
Combined Cash Flow.  Showboat's aggregate potential obligation under
the standby equity commitment is $30.0 million.  The first quarter
of the first Operating Year of SMCP ended on September 30, 1997 and
the Combined Cash Flow for such quarter was approximately $6.0
million.  There can be no assurance that the Combined Cash Flow for
the current Operating Year, or for any, Operating Year thereafter,
will exceed $35.0 million and that Showboat will not be required
to make additional capital contributions to SMCP in accordance
with the standby equity commitment.  The Standby Equity Commitment
is subject to certain limitations, qualifications, and exceptions.

           SMCP expects to fund its operating, debt service and
capital needs from operating cash flow and as required from its line
of credit.  Based upon SMCP's anticipated operations, management
believes that available cash flow from the East Chicago Showboat's
operations, 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 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 beyond the line of credit described above is
contemplated, SMCP will seek, if necessary and to the extent
permitted under the Indenture, 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; 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.








                                 13

<PAGE>

              SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                     PART II, OTHER INFORMATION
                                  

ITEM 1.     Legal Proceedings

The Partnership is a defendant in various lawsuits related to routine
matters incidental to the operations of the business.  Management
does not believe that the outcome of the pending litigation will
have a material adverse effect on the Partnership.


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                              Interest Bearing Grid Note dated 
                                        September 1, 1997, by and between 
                                        Showboat Marina Casino Partnership 
                                        and Fleet Bank, National Association.

     27.01                              Financial Data Schedule






(b)  Reports on Form 8-K
     None.




                                 14

<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:        November 13, 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 
     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 Nevada  By:  SHOWBOAT INDIANA, INC., a Nevada
     corporation, its general partner       corporation, its general partner

By:  /s/ J. Keith Wallace              By:  /s/ J. Keith Wallace
   ------------------------------           --------------------------------
     J. Keith Wallace                        J. Keith Wallce 
     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          By:   WATERFRONT ENTERTAINMENT
     AND DEVELOPMENT, INC., an               AND DEVELOPMENT, INC., an
     Indiana corporation, a general          Indiana corporation, a general
     partner                                 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)

                                        SHOWBOAT MARINA FINANCE
                                        CORPORATION, a Nevada coporation

                                       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 
                                            Fianical Officer

                                  15
<PAGE>
                            EXHIBIT INDEX
                                  

     Exhibit
     Number                                  Description
------------------------                     -----------------------------
     10.01                                   Interest Bearing Grid Note dated 
                                             September 1, 1997, by and between 
                                             Showboat Marina Casino Partnership 
                                             and Fleet Bank, National 
                                             Association.

     27.01                                   Financial Data Schedule












                                    16
<PAGE>