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:        March 31, 1998
                                    ----------------------------

                               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
                                                    
                                         1,000 shares of common
                                         stock, $1.00 par value
  Showboat Marina Finance Corporation      as of May 10, 1998
                                   
<PAGE>
            SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP)
                                
                              INDEX

PART I       FINANCIAL INFORMATION                                   PAGE NO.

                                                                    
     ITEM 1. Financial Statements                                   
                                                                    
             Condensed Consolidated Balance Sheets -                
               March 31, 1998 and December 31, 1997                   3-4
                                                                      
             Condensed Consolidated Statements of Operations -        
               For the three months ended March 31, 1998 and 1997     5
                                                                      
             Condensed Consolidated Statements of Cash Flows -        
               For the Three months ended March 31, 1998 and 1997     6
                                                                      
             Notes to the Condensed Consolidated Financial            
             Statements                                               7-8
                                                                      
     ITEM 2. Management's Discussion and Analysis                     9-11
               of Financial Condition and Results of Operations       
                                                                      
                                                                      
PART II      OTHER INFORMATION                                        

                                                                      
               ITEMS 1 - 6                                            12
                                                                      
               SIGNATURES                                             13
                                                                      

                                2
<PAGE>

PART I.   FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

        SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY
              CONDENSED CONSOLIDATED BALANCE SHEETS
              MARCH 31, 1998 AND DECEMBER 31, 1997
                         (IN THOUSANDS)
                                
                                
                                                       March 31,     December 31,
                      Assets                              1998           1997
------------------------------------------------    --------------  --------------
                                                      (unaudited)
<S>                                                 <C>             <C>
Current assets:                                                        
 Cash and cash equivalents                          $       8,316   $       7,246
 Accounts receivable, net                                     859             931
 Inventories                                                  347             337
 Prepaid expenses                                             992             805
                                                    --------------  --------------
    Total current assets                                   10,514           9,319
                                                    --------------  --------------

Property and equipment:                                                             
 Buildings                                                 56,319          56,304
 Vessel                                                    82,528          82,528
 Furniture, fixtures and equipment                         27,124          26,533
 Land improvements                                          2,123           2,123
                                                    --------------  --------------
                                                          168,094         167,488
Less accumulated depreciation and amortization            (10,830)         (7,833)
                                                    --------------  --------------
 Net property and equipment                               157,264         159,655
                                                    --------------  --------------

Other assets:                                                                       

 Licensing costs, net of accumulated amortization
  of $461 and $340 at March 31, 1998 and December                                     
  31, 1997, respectively                                    1,940           2,061
                                                                                     
 Economic development costs, net of accumulated                                        
  amortization of $585 and $432 at March 31, 1998                                     
  and December 31, 1997, respectively                       8,509           8,662
                                                                                     
 Debt issuance costs, net of accumulated                                              
  amortization of $1,054 and $778 at March 31,                                        
  1998 and December 31, 1997, respectively                  5,388           5,664
                                                                                     
Other assets, net of accumulated amortization of                                     
 $264 and $197 at March 31, 1998 and December 31,                                    
 1997, respectively                                         2,513           2,580
                                                    --------------  --------------
                                                           18,350          18,967
                                                    --------------  --------------                                 
                                                    $     186,128   $     187,941
                                                    ==============  ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
                                                          
                                                  (continued)
                                3
<PAGE>
<TABLE>
<CAPTION>

    SHOWBOAT MARINA CASINO PARTNERSHIP (SMCP) AND SUBSIDIARY
              CONDENSED CONSOLIDATED BALANCE SHEETS
              MARCH 31, 1998 AND DECEMBER 31, 1997
                         (IN THOUSANDS)
                           (CONTINUED)


                                                    March 31,      December 31,
   LIABILITIES AND PARTNERS' CAPITAL                  1998             1997
-------------------------------------------      --------------    ------------
                                                  (unaudited)
<S>                                              <C>               <C>
Current liabilities:                                                          
   Current maturities of long-term debt          $       5,678     $     5,555
   Note payable                                          3,000               -
   Accounts payable                                      2,902           2,766
   Payable to affiliates                                 2,894           2,712
   Accrued expenses                                      7,383           5,331
   Accrued interest                                        788           5,512
                                                 --------------    ------------
      Total current liabilities                         22,645          21,876
                                                                              
Long-term debt, excluding current maturities           150,514         151,968
                                                 --------------    ------------
Total liabilities                                      173,159         173,844
                                                                              
Partners' capital                                       12,969          14,097
                                                 --------------    ------------                             
                                                 $     186,128     $   187,941
                                                 ==============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                4
<PAGE>
                                
<TABLE>
<CAPTION>

        SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                           (UNAUDITED)
                                       
                                                                                
                                                       March 31,        March 31,
                                                         1998             1997
                                                    --------------   -------------
                                                           (In thousands)
<S>                                                 <C>              <C>
Revenues:                                                                      
   Casino                                           $      44,190    $         -
   Food and beverage                                        2,917              -
   Other                                                      191              -
                                                    --------------   ------------
                                                           47,298              -
Less complimentaries                                          764              -
                                                    --------------   ------------
   Net revenues                                            46,534              -
                                                    --------------   ------------                          
Operating costs and expenses:

   Casino                                                  21,467              -   
   Food and beverage                                        2,688              -
   General and administrative                               8,823              -
   Selling, advertising and promotion                       6,908              -
   Depreciation and amortization                            3,338              -
                                                    --------------   ------------
                                                           43,224              -
                                                    --------------   ------------                          
Income from operations                                      3,310              -

Other (income) expense:                                                       
   Interest income                                            (36)          (713)
   Interest expense, net of amounts capitalized             5,475          1,045
                                                    --------------   ------------
                                                            5,439            332
                                                    --------------   ------------                           
Net loss                                            $     (2,129)    $      (332)
                                                    ==============   ============

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

                                5
<PAGE>

<TABLE>
<CAPTION>

        SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998
                           (UNAUDITED)
                                          
                                                                                    
                                                        March 31,          March 31,
                                                          1998               1997
                                                      -------------     -------------
                                                              (In thousands)
<S>                                                   <C>               <C>
Net cash (used in) operating activities               $       (992)     $    (14,543)
                                                      -------------     -------------                         
Cash flows from investing activities:                                               
  Economic development costs                                     -           (327)
  Purchase of property and equipment                          (607)           (9,959)
  Payments for construction in progress                          -           (18,571)
  (Purchase) maturity of short-term investments                  -            43,421
                                                      -------------     -------------                             
     Net cash provided by (used in) investing                                      
       activities                                             (607)           14,564
                                                      -------------     -------------                             
Cash flows from financing activities:                                              
  Proceeds from issuance of notes payable                    3,000                 -
  Repayments of long-term debt                              (1,331)                -
  Capital contributions                                      1,000                 -
                                                      -------------     -------------                        
  Net cash provided by financing activities                  2,669                 -
                                                      -------------     -------------                             
Net increase in cash and equivalents                         1,070                21
Cash and cash equivalents at beginning of period             7,246               599
                                                      -------------     -------------                             
Cash and cash equivalents at end of period            $      8,316      $        620
                                                      =============     =============                              

Supplemental disclosures of cash flow information
and non-cash investing and financing activities:

  Cash paid during the period for:
     Interest, net of amounts capitalized                    9,923             5,770
                                
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                6
<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 March 31, 1998  and  December  31,
     1997  and  for the three month periods ended March 31,  1998
     and 1997.
     
               SMCP is a general partnership and was formed as of
     March  1, 1996.  SMCP received a riverboat license from  the
     Indiana Gaming Commission and commenced operations on  April
     18,  1997. SMFC was incorporated on March 7, 1996, to assist
     SMCP in financing the East Chicago Showboat.
     
               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, 1997 annual report  on  Form
     10-K.
     
               The  accompanying unaudited condensed 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.
     
2.   LONG-TERM DEBT

               In  October  1997, SMCP entered into an  unsecured
     line  of credit agreement with Fleet Bank N.A. in the amount
     of  $3.0 million.  The line of credit is secured by Showboat
     with funds on deposit with Fleet Bank N.A.  The term of  the
     line  is for a period of one year, renewable annually at  an
     interest  rate of LIBOR plus 75 basis points.  The  line  is
     available  for general partnership purposes.  On  March  13,
     1998, SMCP borrowed all available funds under this facility.
     
                                7
<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.

          SMCP  is a general partnership, which was formed as  of
March 1, 1996.  Showboat Marina Finance Corporation (SMFC)  is  a
wholly  owned subsidiary of SMCP and was formed on March 7,  1996
to assist the Partnership in financing the East Chicago Showboat.
The  Partnership is owned 99% by Showboat Marina Partnership  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 the 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, 1997 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 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, were capitalized.  As a result, the Partnership  had  no
operating history for the three months ended March 31, 1997.

THREE MONTHS ENDED MARCH 31, 1998

REVENUES

          For   the  three  months  ended  March  31,  1998,  the
Partnership had gross revenues of $47.3 million. This was  offset
by  $.8 million of complimentaries, resulting in net revenues  of
$46.5 million for the three months ended March 31, 1998.

          Casino  revenues for the three months ended  March  31,
1998  were $44.2 million, and consisted of $11.1 million in table
games  revenue and $33.1 million in slot revenue.   Slot  revenue
represented 74.9% of the total casino win and table game  revenue
made  up the remaining 25.1% of the total casino win for the East
Chicago Showboat.

                                8
<PAGE>

INCOME FROM OPERATIONS

          The  Partnership's income from operations for the three
months ended March 31, 1998 was $3.3 million.  Operating expenses
for  the  three  months ended March 31, 1998 were $43.2  million.
Casino  division expenses included $12.7 million of gross revenue
and admission taxes, as well as $1.7 million of community benefit
levies.

          SMCP is currently reviewing its operations in an effort
to improve margin performance.  SMCP implemented a series of cost
controls and continues to evaluate 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.  When compared to the same quarter in the  prior
year, the Chicago gaming market has had capacity growth of 46.2%,
while  revenue  has grown at 25.2% , resulting in a  slower  than
anticipated absorption of additional gaming capacity.

NET LOSS

          For   the  three  months  ended  March  31,  1998,  the
Partnership  experienced a net loss of $2.1 million.   This  loss
was primarily attributable to the level of income from operations
offset by interest expense of $5.4 million.

MATERIAL CHANGES IN FINANCIAL CONDITION

          As   of  March  31,  1998  SMCP  held  cash  and   cash
equivalents of $8.3 million compared to $7.2 million in cash  and
cash equivalents at December 31, 1997.  Since its inception, SMCP
has  met  its  capital  requirements through  the  $40.0  million
capital  contribution  (the "Capital Contribution"),  the  $133.7
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 of approximately $20.6 million.   The  funds
provided by these sources provided sufficient amounts to  develop
and commence operations of the East Chicago Showboat.

          In  October  1997,  the  Partnership  entered  into  an
unsecured  line of credit agreement with Fleet Bank N.A.  in  the
amount of $3.0 million.  The term of the line is for a period  of
one  year, renewable annually at the rate of LIBOR plus 75  basis
points.   The line is available for general partnership purposes.
The  line is secured with funds deposited by Showboat with  Fleet
Bank  N.A.  As of March 31, 1998, all funds available under  this
facility had been drawn.

          SMCP  is committed to letter agreements dated April  8,
1994  and  April  18, 1995, with the City of East Chicago  (which
agreements  were also included in the Owner's license  issued  to
SMCP).  Pursuant to the letter agreements and its Owner's license
SMCP  is  required  to  reimburse the City of  East  Chicago  for
expenses  incurred  in connection with the  development  of  East
Chicago  Showboat  including, but not  limited  to,  professional
planning   and   design   fees,  engineering,   construction   of
infrastructure  (including the construction of a proposed  on/off
ramp  from Highway 912), utilities or other improvements  at  the
Pastrick  Marina  or  elsewhere  related  to  the  East   Chicago
Showboat,  legal fees and costs, financial and other professional
fees  deemed  necessary  by  the City.   Additionally,  SMCP  has
further  committed to general and equipment funding  for  support
and   enhancement  of  neighborhood  improvement  programs,   law
enforcement operations, public safety programs, the East  Chicago
School  system  and  infrastructure of East  Chicago.   SMCP  has
fulfilled all but approximately $.9 million of these obligations.

                                9
<PAGE>

          Additionally,  pursuant to its letter  agreements  with
the  City,  SMCP is committed to contribute annually an aggregate
3.75%  of  its  adjusted  gross receipts  to  fund  economic  and
community  development  projects for the City  of  East  Chicago.
Through  March  31,  1998,  a total  of  $6.3  million  had  been
contributed.

          SMCP  has also agreed to the creation of a $5.0 million
pool for a mortgage guarantee program to assist a minimum of  250
residents  of  East Chicago by guaranteeing  up  to  25%  of  the
purchase price of a home; and the creation of a $500,000 pool  to
provide  for its employees (who have been employed for  at  least
six  months)  who  are  first  time  home  buyers,  down  payment
assistance of 5% of the purchase price of a home up to a  maximum
of  $5,000.   As of the date hereof, no East Chicago resident  or
employee  has received or obtained funds in connection  with  the
mortgage  guarantee  program  or  home  down  payment  assistance
program.

          SMCP  has  purchased a surety bond naming the  City  of
East  Chicago  and the Indiana Gaming Commission as beneficiaries
for  the  amount of the commitments outstanding at  the  time  of
opening  plus  approximately $2.0 million related to  the  rental
payment  to the City pursuant to the Redevelopment Lease  between
the City and SMCP over the 5 year license plus approximately $2.0
million required by the Indiana Gaming Commission.

          During  1997,  SMCP  evaluated its various  systems  to
determine  whether or not those systems were year 2000 compliant.
Based  upon this review, SMCP has identified those systems  which
are  not  compliant and has implemented a plan  to  update  those
systems.   SMCP  expects the cost to update the affected  systems
will  not exceed $2.0 million.  SMCP is currently evaluating  the
effect  of  a  failure to bring its systems into compliance  will
have on SMCP.

          Showboat  and  the Partnership 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 Partnership anticipates  that
the  Combined Cash Flow of SMCP for the first full four  quarters
of  operation  will not achieve the $35.0 million  threshold  and
Showboat  will  be  required  to contribute  approximately  $14.0
million  pursuant to its standby equity commitment.  As of  March
31,  1998, Showboat has contributed $1.0 million to SMCP as  part
of  this  standby equity commitment.  There can be  no  assurance
that  the  Combined Cash Flow for any future Operating Year  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 the  standby  equity
commitment.  Based upon SMCP's anticipated operations  and  other
available sources of cash, management believes that the foregoing
sources  of  cash  will  be adequate to meet  SMCP's  anticipated
future requirements for working capital, capital expenditures and
scheduled payments of principal and interest on the Notes for the
foreseeable  future.   No assurance can be given,  however,  that
these sources of cash 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  for  the  East  Chicago  Notes,
additional  financing  through bank borrowings,  debt  or  equity
financing.   There can be no assurance that additional financing,
if needed, will be available to

                               10
<PAGE>

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  SMC  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.

                               11
<PAGE>

        SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY
                                
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               
             No.              Description

            27.01        Financial Data Schedule

          (b)  Reports on Form 8-K
          
                    None.
               
                               12
<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:  May 14, 1998                          SHOWBOAT MARINA CASINO
                                             PARTNERSHIP, an Indiana general
                                             partnership
                                             
By:    SHOWBOAT MARINA INVESTMENT       By:  SHOWBOAT MARINA PARTNERSHIP an
       PARTNERSHIP, an Indiana               Indiana general partnership, a
       general partnership, a                general partner
       general partner
                                             
By:    SHOWBOAT INDIANA INVESTMENT      By:  SHOWBOAT INDIANA INVESTMENT
       LIMITED PARTNERSHIP, a                LIMITED PARTNERSHIP, a Nevada
       Nevada limited partnership,           limited partnership, a general
       a general partner                     partner
                                             
By:    SHOWBOAT INDIANA, INC., a        By:  SHOWBOAT INDIANA, INC., a
       Nevada corporation, its               Nevada corporation, its general
       general partner                       partner
                                             
By:    /s/ Carlton Geer                 By:  /s/ Carlton Geer
       Carlton Geer                          Carlton Geer
       President and Chief                   President and Chief Executive
       Executive Officer                     Officer
                                             
By:    /s/ Leann Schneider              By:  /s/ Leann Schneider
       Leann Schneider                       Leann Schneider
       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                 DEVELOPMENT, INC., an Indiana
       Indiana corporation, a                corporation, a general 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:  Thomas S. Cappas
       Thomas S. Cappas                      Thomas S. Cappas
       Treasurer (principal                  Treasurer (principal financial
       financial officer)                    officer)
                                             
                                             SHOWBOAT MARINA FINANCE
                                             CORPORATION, a Nevada
                                             corporation
                                             
                                        By:  /s/ Michael A. Pannos
                                             Michael A. Pannos
                                             Secretary
                                             
                                        By:  /s/ Leann Schneider
                                             Leann Schneider
                                             Vice President Finance and Chief
                                             Financial Officer

                               13