UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    
    For the fiscal year ended         December 31, 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
               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)

Registrant's telephone number, including area code   (219) 378-3000

Securities registered pursuant to Section 12(b) of the Act:
                                    
       Title of each class            Name of each exchange on
                                          which registered
 13 1/2 % Series B First Mortgage        New York Stock Exchange
         Notes Due 2003

Securities registered pursuant to Section 12(g) of the Act:
                                    
       Title of each class            Name of each exchange on
                                          which registered
         Not Applicable                    Not applicable.

                               -1-
                                
<PAGE>

     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.   [ X ] Yes   [  ] No

     Indicate  by  check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will  not  be  contained, to the best  of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form  10-K  or  any
amendment to this Form 10-K.  [ X ]  Not Applicable

     All   partnership  interests  of  Showboat   Marina   Casino
Partnership  and  all  capital stock of Showboat  Marina  Finance
Corporation are held by affiliates of the registrants.

     Indicate  the number of shares outstanding of  each  of  the
registrants' classes of common stock:  (1) Showboat Marina Casino
Partnership   -  Not  Applicable  (2)  Showboat  Marina   Finance
Corporation - 1,000 shares of common stock, $1.00 par value as of
March 15, 1997.

               DOCUMENTS INCORPORATED BY REFERENCE

     Not applicable.

                               -2-
                                
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PART I

ITEM 1.   BUSINESS
     
GENERAL

     The  Showboat Marina Casino Partnership, an Indiana  general
partnership  ("SMCP" or the "Partnership"), was organized  as  of
March  1,  1996,  and the Showboat Marina Finance Corporation,  a
Nevada   corporation  and  a  wholly-owned  subsidiary  of   SMCP
("SMFC"), was incorporated on March 7, 1996.  SMFC was formed  to
assist  SMCP in obtaining financing for the construction  of  the
sole licensed gaming facility located at East Chicago, Indiana on
Lake  Michigan  (the  "East Chicago Showboat").   SMCP  and  SMFC
(collectively the "Company") are constructing and  will  own  and
operate, subject to the approval of the Indiana Gaming Commission
(the "Indiana Commission"), the East Chicago Showboat.  Showboat,
Inc.,  a Nevada corporation which owns a controlling interest  in
SMCP ("Showboat"), has designed the East Chicago Showboat and has
provided  or will provide assistance in developing, constructing,
equipping, opening and operating the East Chicago Showboat.   The
Showboat  Marina Partnership, an Indiana general partnership  and
an  affiliate  of  Showboat (the "Manager," the "Predecessor"  or
"SMP"),  will  manage the East Chicago Showboat.   The  Company's
principal  offices  are  located  at  One  Showboat  Place,  East
Chicago,  Indiana  46312, and its telephone number is (219)  378-
3000.

     SMP  was  organized on January 31, 1994 for the  purpose  of
developing the East Chicago Showboat.  As of March 28, 1996,  SMP
contributed  all of its assets (except for the capital  stock  of
East Chicago Second Century, Inc.) and liabilities to SMCP.  SMCP
holds  the  certificate  of suitability granted  by  the  Indiana
Commission and has applied to receive an owner's license  and  to
open the East Chicago Showboat during the second calendar quarter
of 1997.

     The certificate of suitability was most recently renewed  by
the  Indiana  Commission in January 1997 for a period  ending  on
June  1,  1997.   The  certificate of suitability  was  initially
issued  on January 8, 1996 to SMP which is owned 55% by  Showboat
Indiana  Investment  Limited Partnership, a wholly-owned  limited
partnership of Showboat, and 45% by Waterfront Entertainment  and
Development,  Inc. ("Waterfront"), an Indiana  corporation.   The
certificate  of suitability was valid for a period  of  180  days
from  January  8,  1996,  during  which  time  certain  statutory
requirements and special conditions must be followed in order  to
receive a permanent riverboat owner's license.  SMP applied  with
the Indiana Commission to transfer the certificate of suitability
to  SMCP,  and,  on  March 20, 1996, SMP received  permission  to
transfer the certificate of suitability to SMCP.

EAST CHICAGO SHOWBOAT

     The  East  Chicago Showboat will be located on approximately
27  acres  of  leased land at Pastrick Marina,  approximately  12
miles  from   Chicago,  Illinois.   Pastrick  Marina,  previously  
used  for  private  pleasure  craft  docking  only,  was expanded 
to serve as  a marina for the East Chicago Showboat and a mooring 
facility  for  SMCP's   state-of-the-art   casino  gaming  vessel  
(the   "Casino   Vessel").   The   East   Chicago   Showboat   is 
located   directly   off  Indiana   State  Highway  912,  a  six-

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lane  divided  highway which connects 3.5 miles to the  north  of
Interstate  Highway 90 and 5.5 miles to the north  of  Interstate
Highway 80/94.  SMCP believes that the East Chicago Showboat will
have the most direct and convenient access from federal and state
highways  of any existing or proposed gaming operation  within  a
120-mile radius of the East Chicago Showboat (the "Chicago Gaming
Market").

     The East Chicago Showboat will consist of the Casino Vessel,
an  approximately  100,000  square foot,  state-of-the-art,  five
level  casino vessel, an approximately 100,000 square foot, land-
based  pavilion  (the "Pavilion"), an approximately  1,800  space
parking  garage  and  surface parking  for  an  additional  1,000
automobiles.  The Casino Vessel will include approximately 53,000
square  feet of gaming space on four of its five levels,  feature
approximately  1,770  slot machines and  approximately  90  table
games    (including   five   poker   tables),   and   accommodate
approximately 3,750 passengers.  The Casino Vessel will  resemble
a  modern  vacation  cruise vessel, with  escalators,  elevators,
eleven foot to twelve and one-half foot high ceilings, and state-
of-the-art design features intended to provide customers  with  a
smooth  and  comfortable ride during cruises  on  Lake  Michigan.
The East Chicago Showboat will offer gaming 365 days per year and
will provide its customers a wide variety of table games and slot
machines  of  varying denominations. SMCP expects to operate  the
Casino  Vessel  approximately 20 hours each day in  a  series  of
excursions lasting two to three hours each.

     A  festive  Mardi Gras party atmosphere will  be  replicated
through  the  use of murals, street performers and  entertainers.
Customers  will  enter the Casino Vessel through  its  second  or
third  floor  via enclosed ramps from the adjacent Pavilion.   Of
the Casino Vessel's five levels, the top four levels will be used
for  gaming with three of the four gaming levels divided into two
distinct gaming areas separated by a lobby.  The fourth level  of
the  Casino  Vessel will contain a single gaming area,  passenger
lounge, snack bar and cocktail lounge.  The lowest level  of  the
Casino  Vessel will be used as administrative support  areas  for
the Casino Vessel.

     Customers will enter the Pavilion through the parking garage
or  through  the  PORTE  COCHERE, a  covered  driveway  entrance.
Customers entering the Pavilion from the attached parking  garage
will  be  protected by a climate controlled enclosed walkway  and
directly  enter the Pavilion's second floor.  Customers  entering
the  Pavilion  through the PORTE COCHERE will  proceed  from  the
first  floor lobby to the second floor public area.   The  second
floor  public area of the Pavilion will include a reception desk,
a  gift  shop, a coffee shop, a hydraulic bandstand platform,  an
upscale restaurant and a cocktail lounge.  The first floor of the
Pavilion  will include administrative offices, executive offices,
accounting and employee support areas and receiving platforms.

     With  respect  to  parking, the East Chicago  Showboat  will
provide secure, well-lit customer parking for approximately 2,800
vehicles -- 1,800 spaces in the attached parking garage and 1,000
spaces  in  a  surface  parking area.  The  parking  garage  will
provide   access   to  patrons  between  floors  via   elevators,
escalators  and stairways.  In addition, there will be  600  off-
site parking spaces for employee parking.

                               -4-
                                
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DESIGN AND CONSTRUCTION

     Showboat,  through its subsidiaries, will  design,  develop,
construct,  equip  and  open  the East  Chicago  Showboat,  which
opening,  subject  to  the  receipt of  an  owner's  license,  is
anticipated to be during the second calendar quarter of 1997.

     SMCP   entered   into  a  fixed  price  contract   for   the
construction  of  the  Casino Vessel and entered  into  fixed  or
guaranteed maximum price contracts with specific completion dates
for  substantial  portions of the Pavilion and  other  structures
comprising  the East Chicago Showboat.  Guaranteed maximum  price
contracts, however, are subject to price adjustment if the  plans
and  specifications are changed.  In October  1996,  the  project
budget  for the East Chicago Showboat was revised upward by  $5.0
million to $200.0 million to provide for an enhanced Pavilion and
additional employee training.  As of January 1997, the breakwater
for  Pastrick Marina was substantially completed and  the  Casino
Vessel  had  arrived  in the City of East  Chicago.   The  Casino
Vessel, Pavilion and parking garage are scheduled for substantial
completion by April 1997.  As of December 31, 1996, approximately
$116.7  million has been spent on the construction  of  the  East
Chicago Showboat.

FINANCIAL INFORMATION

     Although the Company anticipates that the primary source  of
its  revenue  will be from the gaming operations  of  the  Casino
Vessel,  the  Company views the restaurants,  bars,  and  special
events  and  services  to  be important adjuncts  to  the  gaming
operations of the East Chicago Showboat.  However, with the  East
Chicago  Showboat  still  under  construction,  the  Company,   a
development  stage entity, has no operating history,  other  than
construction  of  the  East  Chicago Showboat,  and  has  yet  to
generate any operating revenue or operating profits.  All revenue
earned by the Company relates to interest income on funds not yet
spent  on the construction of the East Chicago Showboat.   During
1996, total interest income earned was $4.9 million and total net
interest  expense was $9.3 million, resulting in a  net  loss  of
$4.4   million.    See   "Item   8.  Financial   Statements   and
Supplementary Data" for additional financial information  on  the
Company.

MARKETING STRATEGY

     SMCP  intends  to  implement marketing  programs  previously
utilized by Showboat and its affiliates, such as a slot club  and
special  promotions,  to  attract patrons  to  the  East  Chicago
Showboat.   SMCP's  marketing programs will  include  data  based
marketing  which will offer complimentary merchandise,  coin/cash
rebates   based  on  play,  complimentary  food  and   free   bus
transportation to and from the East Chicago Showboat.  SMCP  will
also  utilize  competitive  payouts  on  gaming  machines,  value
pricing of food and other amenities, entertainment, and friendly,
quality customer service to maximize customer satisfaction.

     SMCP  will also employ a comprehensive marketing program  to
establish  the  Showboat name in the Chicago  metropolitan  area.
SMCP  expects  to use television, billboard, magazine,  newspaper
and  radio  advertising to increase the East  Chicago  Showboat's
visibility  and  to  promote an exciting and entertaining  image.
Additionally,  SMCP has publicized the progress  of  construction
and  will  publicize  the  grand  opening  of  the  East  Chicago
Showboat.

                               -5-
                                
<PAGE>

COMPETITION

     The  gaming  industry includes land-based casinos,  dockside
casinos,  riverboat casinos, casinos located on  Native  American
land  and  other  forms of legalized gaming.   There  is  intense
competition among companies in the gaming industry, some of which
have  significantly greater resources than the Company.  Although
the  Indiana  gaming statutes have allocated only  one  riverboat
owner's  license  to the City of East Chicago,  four  additional,
existing  or proposed, riverboat casino operations are authorized
in  northern Indiana on Lake Michigan and six additional licenses
have  been  authorized  in  southern Indiana.   Further,  owner's
licenses  have been issued to three of the five riverboat  casino
operators  in  northern  Indiana and the two  remaining  proposed
riverboat  gaming operators in northern Indiana, including  SMCP,
hold  certificates of suitability.  Additional licenses could  be
issued  if  subsequent  legislation is enacted  to  increase  the
number of available licenses in Indiana.

     With  respect  to  current  local competition,  the  Chicago
Gaming  Market includes seven operating riverboat casinos,  three
of  which are located in Indiana and four of which are located in
Illinois, and two additional casinos (including the East  Chicago
Showboat) have been proposed or are under construction.   Of  the
three  Indiana operating riverboat casinos, two commenced  gaming
operations  in  June 1996 and one commenced gaming operations  in
July 1996.   The four riverboat casinos operating in Illinois are
within fifty miles of the East Chicago Showboat.  Illinois gaming
statutes  restrict  these  riverboat  casinos  to  1,200   gaming
positions  each.  Although Illinois has issued all ten  riverboat
casino  gaming  licenses  authorized by  existing  Illinois  law,
legislation has been introduced on numerous occasions  in  recent
years  to  expand  riverboat gaming  in  Illinois,  such  as  the
authorization of new sites in the Chicago metropolitan  area  and
the  modification of existing regulations restricting  the  total
number  of gaming positions.  Additionally, legislation has  been
proposed  which  would permit dockside gaming  in  Illinois.   No
assurance  can be given that the State of Illinois may not  enact
such legislation in the future.

     SMCP  expects to compete with the riverboat casinos  in  the
Chicago  Gaming Market based on its convenient and direct  access
to  and  from state and federal highways, availability of a  wide
variety   of   table   games  and  slot   machines   of   varying
denominations,  its  spacious comfortable  environment,  and  its
Mardi Gras atmosphere.

     In  addition to traditional riverboat casino operations, the
Company  faces  other forms of local competition  as  well.   The
Pokagon  Band  of  Potawatomi Indians  (the  "Pokagon  Band")  of
southern   Michigan  and  northern  Indiana  has  been  federally
recognized  as  an Indian tribe.  In February 1995,  the  Pokagon
Band  voted  to build at least one land-based casino in  southern
Michigan and, in April 1995, voted to accept a casino development
proposal  from  a  national  casino operator.   The  Governor  of
Michigan signed a compact with the Pokagon Band in November  1995
and   the   Governor  of  Indiana  has  not  yet  begun   compact
negotiations  with the Pokagon Band with respect to a  land-based
casino  in  Indiana.   In  addition,  the  Indiana  Horse  Racing
Commission  has  issued a permit for pari-mutuel  wagering  on  a
horse racetrack in Anderson, Indiana, and has issued licenses for
three    satellite    wagering   facilities   related   to    the  
racetrack,   including  one  in   Merrillville,  Indiana  located  
in  the   same   county  as   the  East  Chicago  Showboat.   The 
legalization  of  casino  gaming  operations   in   jurisdictions  
in  close   proximity  to  the   East  Chicago   Showboat   would 
have a material adverse effect on  the Company.  Other changes in

                               -6-
                                
<PAGE>

legislation could increase tax or other burdens on the Company or
could  lessen restrictions on competitors of the Company in other
jurisdictions,  either  of which could have  a  material  adverse
effect on the operating results of the Company.

     Apart  from local competition, the Company will also compete
with gaming facilities nationwide, including riverboat gaming  in
Illinois, Indiana, Iowa, Louisiana, Missouri and Mississippi  and
land-based  casinos in Colorado, Louisiana, Nevada,  New  Jersey,
and  South Dakota, as well as various gaming operations on Native
American  land, including those located in Arizona,  Connecticut,
Louisiana,  Michigan,  Minnesota,  New  York  and  Wisconsin  and
possibly  in northern Indiana.  Other jurisdictions may  legalize
various  forms of gaming and wagering that may compete  with  the
East   Chicago   Showboat   in  the   future,   including   those
jurisdictions  in  close  proximity  to  East  Chicago,  Indiana.
Gaming  and  wagering includes on-line computer gambling,  bingo,
pull  tab games, card clubs, pari-mutuel betting on horse  racing
and   dog   racing,  state  sponsored  lotteries,  video  lottery
terminals  and video poker terminals, as well as other  forms  of
entertainment.

REGULATION AND LICENSING

     The  ownership and operation of an Indiana riverboat  gaming
operation  is subject to extensive regulation and supervision  by
various   governmental   authorities,   including   the   Indiana
Commission.

     INDIANA

     In  1993,  the State of Indiana passed a Riverboat  Gambling
Act  which created the Indiana Commission. The Indiana Commission
is  given  extensive  powers  and  duties  for  the  purposes  of
administering, regulating and enforcing the system  of  riverboat
gaming. It is authorized to award no more than 11 gaming licenses
(five  to  counties contiguous to Lake Michigan, five to counties
contiguous  to  the Ohio River and one to a county contiguous  to
Patoka Lake).

     With  the  exception of Lake County, a county  must  pass  a
referendum approving (by a majority of those who voted) riverboat
gaming  before riverboat gaming can be legalized in that  county.
If  a  referendum fails to pass in any county, another referendum
may  not  be  held for another two years.  Once a referendum  has
passed  in  a  county, the Riverboat Gambling  Act  requires  any
proposed riverboat to operate from the most populous city in that
county,  unless  such  city  passes a  resolution  authorizing  a
riverboat  to  operate elsewhere in the county. For Lake  County,
the  Riverboat  Gambling Act provides that the second  and  third
most  populous  cities of the county, Hammond and  East  Chicago,
respectively,  according  to  the  1990  census,  may   authorize
riverboat  gaming within such cities, by passage of  a  municipal
referendum.  Voters  in both cities have passed  such  referenda.
Gary,  Lake  County's  most populous city,  is  exempted  by  the
Riverboat  Gambling  Act  from the gaming referendum  requirement
altogether. Pursuant to Indiana Commission resolution,  the  cost
of  any  referendum is to be borne by all license applicants  for
the voting county or municipality.

     The Indiana Commission has jurisdiction and supervision over  
all  riverboat  gaming  operations  in  Indiana  and  all persons 
on  riverboats  where  gaming  operations  are  conducted.  These

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powers  and  duties  include authority  to  (1)  investigate  all
applicants  for  riverboat  owner's licenses,  (2)  select  among
competing  applicants  those  that  promote  the  most   economic
development in a home dock area and that best serve the  interest
of  the citizens of Indiana, (3) establish fees for licenses, and
(4)   prescribe  all  forms  used  by  applicants.  The   Indiana
Commission   shall   adopt   rules  pursuant   to   statute   for
administering the gaming statute and the conditions  under  which
riverboat  gaming  in  Indiana  may  be  conducted.  The  Indiana
Commission  has promulgated certain final rules and has  proposed
additional  rules  governing the application  procedure  and  all
other  aspects  of  riverboat  gaming  in  Indiana.  The  Indiana
Commission may suspend or revoke the license of a licensee  or  a
certificate  of  suitability or impose civil penalties,  in  some
cases  without notice or hearing for any act in violation of  the
Riverboat Gambling Act or for any other fraudulent act or if  the
licensee  or  holder of such certificate of suitability  has  not
begun regular riverboat excursions prior to the end of the twelve
month  period following the Indiana Commission's approval of  the
application  for  an  owner's license. In addition,  the  Indiana
Commission  may revoke an owner's license if it is determined  by
the  Indiana Commission that revocation is in the best  interests
of  the  state  of  Indiana.  The  Indiana  Commission  will  (1)
authorize the route of the riverboat and stops that the riverboat
may  make,  (2)  establish minimum amounts of insurance  and  (3)
after  consulting  with the Corps of Engineers,  determine  which
waterways  are navigable waterways for purposes of the  Riverboat
Gambling Act and determine which navigable waterways are suitable
for the operation of riverboats.

     The  Riverboat Gambling Act requires an extensive disclosure
of   records  and  other  information  concerning  an  applicant,
including  disclosure  of  all directors,  officers  and  persons
holding  one  percent (1%) or more direct or indirect  beneficial
interest.

     In  determining whether to grant an owner's  license  to  an
applicant,  the  Indiana  Commission  shall  consider   (1)   the
character, reputation, experience and financial integrity of  the
applicant and any person who (a) directly or indirectly  controls
the  applicant,  or (b) is directly or indirectly  controlled  by
either  the  applicant  or a person who  directly  or  indirectly
controls the applicant, (2) the facilities or proposed facilities
for  the  conduct  of  riverboat gaming, (3)  the  highest  total
prospective revenue to be collected by the state from the conduct
of  riverboat gaming, (4) the good faith affirmative action  plan
to  recruit,  train  and  upgrade minorities  in  all  employment
classifications,  (5) the financial ability of the  applicant  to
purchase  and maintain adequate liability and casualty insurance,
(6)  whether the applicant has adequate capitalization to provide
and  maintain the riverboat for the duration of the  license  and
(7)  the  extent  to which the applicant meets or  exceeds  other
standards   adopted  by  the  Indiana  Commission.  The   Indiana
Commission  may also give favorable consideration  to  applicants
for  economically depressed areas and applicants who provide  for
significant  development  of  a  large  geographic   area.   Each
applicant  must  pay  an  application  fee  of  $50,000  and   an
additional  investigation fee of $55,000.  If  the  applicant  is
selected,  the  applicant  must pay an  initial  license  fee  of
$25,000  and post a bond.  The Indiana Commission has issued  six
of  these eleven licenses--three in Lake County (two in Gary; one
in  Hammond); one in Vanderburgh County; one in Ohio County;  and
one  in  Dearborn County; SMCP and two other applicants  (one  in
Michigan  City, LaPorte County, and one in Harrison County)  have
been selected by the Indiana Commission as suitable for licensure
and   have  been  awarded  a  certificate  of  suitability.   The
certificate  of  suitability  for  SMCP expires June 1, 1997, and  
is  subject   to  renewal.   A  person  holding an owner's gaming  
license  issued   by   the  Indiana  Commission  may not own more  
than  a  10%  interest  in  another  such  license.   An  owner's

                               -8-
                                
<PAGE>

license  expires  five  years after the  effective  date  of  the
license;  however,  after three years the holder  of  an  owner's
license  will  undergo  a  reinvestigation  to  ensure  continued
suitability   for   licensure.  Unless  the  license   has   been
terminated, expired or revoked, the gaming license may be renewed
if  the  Indiana  Commission determines  that  the  licensee  has
satisfied   all   statutory  and  regulatory   requirements.   In
connection  with  its  application for an  owner's  license,  the
Manager, Waterfront, Showboat, and its affiliates declared to the
Indiana  Commission that if the Manager, or upon the transfer  of
the  certificate  of  suitability  to  SMCP,  SMCP,  receives   a
riverboat  owner's license for East Chicago, Indiana, they  shall
not commence more than one other casino gaming operation within a
fifty-mile radius of East Chicago Showboat for a period  of  five
years beginning on the date of issuance of an owner's license  by
the  Indiana  Commission to the Manager or SMCP,  as  applicable.
Adherence  to  the non-competition declaration is a condition  of
the  certificate of suitability and the owner's license. A gaming
license  is  a  revocable privilege and is not a property  right.
There can be no assurance that SMCP will obtain an Indiana gaming
license.

     Minimum  and maximum wagers on games are not established  by
regulation  but  are  left  to the discretion  of  the  licensee.
Wagering  may  not  be conducted with money or  other  negotiable
currency.  Riverboat  gaming excursions shall  be  at  least  two
hours,  but not more than four hours in duration unless expressly
approved  by  the Indiana Commission. No gaming may be  conducted
while the boat is docked except (1) for 30-minute time periods at
the  beginning  and  end  of a cruise while  the  passengers  are
embarking  and  disembarking, (2) if the master of the  riverboat
reasonably  determines that specific weather or water  conditions
present  a danger to the riverboat, its passengers and crew,  (3)
if  either  the  vessel  or the docking  facility  is  undergoing
mechanical  or structural repair, (4) if water traffic conditions
present a danger to (A) the riverboat, riverboat passengers,  and
crew, or (B) other vessels on the water, or (5) if the master has
been  notified  that  a  condition  exists  that  would  cause  a
violation  of federal law if the riverboat were to  cruise.   The
Indiana  Commission has adopted rules governing cruising on  Lake
Michigan by a riverboat casino.  The period of time during  which
passengers  embark and disembark constitutes  a  portion  of  the
gambling excursion if gambling is allowed.  At the conclusion  of
the   thirty-minute  embarkation  period,  the  gangway  or   its
equivalent must be closed.  A standard excursion schedule  for  a
casino  vessel  on Lake Michigan must include at least  one  full
excursion  (a  cruise into the open water on Lake  Michigan,  not
more  than  three statute miles from the dock site  July  through
September  and  not  more than one statute mile  October  through
June)  and  one  intermediate excursion during which  the  vessel
cruises  in  protected navigable water on or accessible  to  Lake
Michigan.   An intermediate excursion is to be conducted  if  the
statutory conditions that permit dockside gaming are not  present
and  if  sea  conditions or weather conditions, or both,  do  not
permit  a  full  excursion.  If a casino vessel remains  dockside
because   of   statutory   conditions,   the   embarkation    and
disembarkation rules still apply.

     An  admission tax of $3.00 for each person admitted  to  the
gaming excursion is imposed upon the license owner. An additional
20%  tax is imposed on the adjusted gross receipts received  from
gaming operations, which is defined as the total of all cash  and
property  (including  checks received  by  the  licensee  whether
collected or not) received, less the total of all cash  paid  out
as winnings to patrons and uncollected gaming receivables (not to
exceed  2%).  The gaming license owner shall remit the  admission
and  wagering  taxes  before the close of  business  on  the  day
following  the day on which the taxes were incurred.  Legislation
has  been  introduced  and  passed  one house in the 1997 Session  
of  the  Indiana  General  Assembly, and passed by the House Ways

                               -9-
                                
<PAGE>

and Means Committee, which if enacted, would increase the tax for
admission  from  $3 to $4 for each person admitted  to  a  gaming
excursion.    In  1996,  legislation  was  enacted   in   Indiana
permitting the imposition of property taxes on the riverboats  at
rates  to  be  determined  by  local taxing  authorities  of  the
jurisdiction  in  which  a  riverboat  operates.  The   Riverboat
Gambling  Act  requires a riverboat owner  licensee  to  directly
reimburse the Indiana Commission for the costs of inspectors  and
agents  required  to  be  present during the  conduct  of  gaming
operations.   Pursuant  to  agreements  with  the  City,  and  as
reflected  in  the  certificate  of  suitability  issued  by  the
Commission,  SMCP  has  agreed  to  (1)  provide  certain   fixed
incentives  of approximately $16.4 million to the  City  of  East
Chicago  and its agencies for transportation, job training,  home
buyer  assistance and discrete economic development  initiatives,
(2) pay an aggregate of 3% of adjusted gross receipts to the City
and  two  not-for-profit foundations for its public  schools  and
housing  and  commercial development, (3) pay 0.75%  of  adjusted
gross receipts for community development projects to East Chicago
Second  Century,  Inc.,  a for-profit corporation  owned  by  the
Manager  ("Second Century") and (4) complete the Washington  High
School site town home development with a total projected cost  of
$5.0  million.   Funding  for  the Washington  High  School  site
project will be derived from contributions to Second Century from
SMCP as well as funds from other third-party sources.

     The  Indiana  Commission is authorized to license  suppliers
and  certain  occupations  related to  riverboat  gaming.  Gaming
equipment  and supplies customarily used in conducting  riverboat
gaming may be purchased or leased only from licensed suppliers.

     The  Indiana Riverboat Gambling Act places special  emphasis
upon  minority  and women's business enterprise participation  in
the  riverboat  industry. Any person issued a  riverboat  owner's
license  must establish goals of expending at least  10%  of  the
total  dollar  value of the licensee's contracts  for  goods  and
services  with minority business enterprises and 5% of the  total
dollar  value of the licensee's contracts for goods and  services
with  women's  business enterprises. The Indiana  Commission  may
suspend,  limit or revoke the gaming owner's license or impose  a
fine for failure to comply with statutory requirements.

     An  institutional investor which acquires 5% or more of  any
class of voting securities of a holding company of a licensee  is
required  to  notify  the  Indiana  Commission  and  to   provide
additional  information,  and may be  subject  to  a  finding  of
suitability.   A person who acquires 5% or more of any  class  of
voting  securities of a holding company of a licensee is required
to apply to the Indiana Commission for a finding of suitability.

     A riverboat owner licensee may not enter into or perform any
contract  or  transaction  in  which  it  transfers  or  receives
consideration which is not commercially reasonable or which  does
not  reflect  the  fair  market value of the  goods  or  services
rendered  or  received.  All contracts are subject to disapproval
by the Indiana Commission.

     A  riverboat licensee or an affiliate may not enter  into  a
debt transaction of $1 million or more without the prior approval
of  the  Indiana Commission.  A riverboat owner licensee  or  any
other person may not lease, hypothecate, borrow money against  or
loan money against a riverboat owner's license.

                              -10-
                                
<PAGE>

     The  Riverboat  Gambling Act prohibits  contributions  to  a
candidate  for  a state, legislative, or local office,  or  to  a
candidate's  committee  or to a regular party  committee  by  the
holder of a riverboat owner's license or a supplier's license, by
an officer of a licensee, by an officer of a person that holds at
least  a  1% interest in the licensee, or by a person holding  at
least  a 1% interest in the licensee; and, the Indiana Commission
is  in the process of promulgating a rule requiring the quarterly
reporting by such licensees, officers, and persons.

     Legislation has been introduced in the 1997 Session  of  the
Indiana  General Assembly, which if enacted, would  prohibit  the
expansion  of authorized gambling until the earlier  of  December
31,  1999,  or  the  date  the Governor has  certified  that  the
National  Gambling  Impact  Study Commission  has  completed  its
study.   Additionally, the Indiana legislature formed an  Interim
Study  Committee  on Public Gaming Issues which conducted  public
forums on gaming and is expected to provide a report on gaming to
the legislature.

     A  lawsuit was filed on October 25, 1996, in Harrison County
Indiana  by  three individuals residing in counties abutting  the
Ohio  River,  which  challenges  the  constitutionality  of   the
Riverboat  Gambling Act on grounds that (i) it allegedly  creates
an   unequal  privilege  because  under  the  Act  supporters  of
riverboat  casino gambling, having lost a county-wide  vote,  are
allowed  to resubmit a proposal to county voters for approval  of
riverboat  casino  gambling while opponents of  riverboat  casino
gambling,  having  lost a county-wide vote, are  not  allowed  to
resubmit  a  proposal;  and (ii) it was enacted  as  a  provision
attached  to  a  state budget bill allegedly in violation  of  an
Indiana constitutional provision requiring legislative acts to be
confined  to one subject and matters properly connected with  the
subject.   The State of Indiana recently filed an answer  to  the
complaint.   The Indiana Supreme Court has previously upheld  the
constitutionality  of the Riverboat Gambling  Act,  although  the
prior challenge was on different grounds than those contained  in
the  recently  filed  lawsuit.  If  the  Riverboat  Gambling  Act
ultimately  was  held  unconstitutional it would,  absent  timely
corrective legislation, have a material adverse effect on  SMCP's
operations.

     COAST GUARD

     Each  cruising  riverboat is regulated by the  Coast  Guard,
whose  regulations affect vessel design, construction,  operation
(including requirements that each vessel be operated by a minimum
complement of licensed personnel), and maintenance in addition to
limiting  the number of passengers-customers.  Since  the  Casino
Vessel  must  hold  a  valid  Coast Guard-issued  certificate  of
inspection,  the  loss  or suspension of such  certificate  could
preclude  the  use  of the Casino Vessel.  The Casino  Vessel  is
subject  to annual, quarterly, as well as unannounced, inspection
by  the  Coast Guard and must be drydocked every five  years  for
inspection  of  the  hull.  Such drydockings  remove  the  Casino
Vessel  from  service  for a period of time  and  can  result  in
required  repairs.   SMCP believes that Coast Guard  regulations,
and  the requirements of operating and managing a cruising gaming
vessel generally, make a riverboat casino more difficult and more
expensive to conduct than a land-based casino.

     All   shipboard  employees  of  SMCP  employed  on   vessels
regulated  by  the  Coast  Guard  --  even  those   with   duties  
entirely   unrelated    to    the   actual   operation   of   the  
vessel,  such  as  dealers,   cocktail   hostesses  and  security  
personnel-- are subject to  the  Jones  Act  which,  among  other

                              -11-
                                
<PAGE>

things,  exempts  those employees from state limits  on  worker's
compensation  awards.   SMCP  will  obtain  insurance  to   cover
employee claims.

     In  order for the Casino Vessel to be able to operate in the
United States, SMCP must be a "citizen of the United States,"  as
defined  in  the Merchant Marine Act, 1920, as amended,  and  the
Shipping Act, 1916, as amended.  A partnership, such as SMCP,  is
considered a United States citizen for purposes of United  States
coastwide requirements if at least 75% of the equity interest  in
SMCP  is owned by United States citizens and all general partners
are United States citizens.

     OTHER FEDERAL, STATE AND LOCAL LEGISLATION AND REGULATIONS

     Various federal, state and local legislation and regulations
relating  to safety, health and environmental matters that  apply
to  businesses in general, such as the Clean Air Act,  the  Clean
Water  Act, the Occupational Safety and Health Act, the  Resource
Conservation  Recovery  Act  and the Comprehensive  Environmental
Response, Compensation and Liability Act, apply to SMCP as  well.
In  addition,  certain  legislation and  regulations  that  apply
generally to vessels operating in United States waters,  such  as
the  Oil  Pollution Act of 1990 (which among other things,  deals
with  liability  for  oil spills and requires  a  certificate  of
financial  responsibility for vessels operating in United  States
waters), or within the jurisdiction of various states would apply
to  SMCP.  One major development in federal legislation  was  the
passage of the Coast Guard Authorization Act of 1996 which amends
a provision of the Johnson Gambling Devices-Transportation Act of
1951   prohibiting  gaming  on  federal  waters,  including  Lake
Michigan.  As a result of this amendment, riverboat casinos, such
as  the  Casino Vessel, will be able to conduct cruises  on  Lake
Michigan  within  boundaries of the State of  Indiana  and  "mock
cruises"  will  only  be  permitted pursuant  to  the  exceptions
authorized by the Riverboat Gambling Act.

     In   addition,  Congress  has  passed  a  bill  which  would
establish  a National Gambling Impact and Policy Commission  (the
"Policy Commission") to study the economic impact of gambling  on
the  United  States,  the individual States and  Native  American
tribes.   Additional  federal regulation may  occur  due  to  the
initiation of hearings by the Policy Commission.  Any new federal
legislation could have a material adverse effect on the  Company.
Although  SMCP  does not anticipate making material  expenditures
with  respect to such laws and regulations, the applicability  of
such laws and regulations may result in additional costs to SMCP.

EMPLOYEES

     SMCP  currently has approximately 250 employees.   When  the
East    Chicago   Showboat   commences   operations,   management
anticipates  the employment of approximately 1,900  employees  --
some of whom may be subject to collective bargaining agreements.

FORWARD-LOOKING INFORMATION

     Certain    information   included   in  this  Annual  Report 
on  Form  10-K   and   in   other   materials  filed   or  to  be  
filed   by   the   Company   with   the  Securities  and Exchange  
Commission   (as   well    as   information   included   in  oral  
statements  or  other  written    statements   made   or   to  be  
made  by  the  Company)  contain   or  will  contain  or include,  
forward-looking    statements     within    the    meaning     of

                              -12-
                                
<PAGE>

Section  21E of the Securities Exchange Act of 1934, as  amended,
and  Section 27A of the Securities Act of 1933, as amended.  Such
forward-looking  statements  address,  among  other  things,  the
effects  of  competition,  plans  for  projects  currently  under
development,   plans   for   property   enhancements,    business
development  activities, financing sources  and  the  effects  of
regulation (including gaming licensure and regulation  and  state
and local regulation).  Such forward looking information is based
upon management's current plans or expectations and is subject to
a  number  of  uncertainties and risks that  could  significantly
affect  current  plans,  anticipated actions  and  the  Company's
future  financial  condition  and  results.   As  a  consequence,
current plans, anticipated actions and future financial condition
and  results  may  differ from those expressed  in  any  forward-
looking  statements made by or on behalf of the  Company.   These
uncertainties  and risks include, but are not limited  to,  those
relating   to  conducting  operations  at  a  newly  or  recently
developed site or in a jurisdiction for which gaming has recently
been  permitted,  changes in gaming, state  and  local  laws  and
regulations,  development and construction  activities,  leverage
and   debt   service  requirements  (including   sensitivity   to
fluctuation  in  interest  rates), general  economic  conditions,
changes  in  federal  or  state  tax  laws,  action  taken  under
application for licenses (including renewals) and approvals under
applicable  laws  and  regulations  (including  gaming  laws  and
regulations)   and   the  legalization  of  gaming   in   certain
jurisdictions.

ITEM 2.   PROPERTIES
     
     On  October  19,  1995,  SMP entered  into  a  Redevelopment
Project  Lease  ("the  Project Lease")  with  the  City  of  East
Chicago, Department of Redevelopment, pursuant to which the  City
of   East   Chicago   granted  SMP  a  leasehold   interest   for
approximately  27  acres in East Chicago,  Indiana  (the  "Leased
Premises") to construct and operate the East Chicago Showboat for
a  period  of  thirty (30) years from the date SMP  received  the
certificate  of  suitability  from the  Indiana  Commission  (the
"Commencement Date").  As a result of the March 28, 1996 transfer
of  assets  and  liabilities from SMP to SMCP, SMP  assigned  the
Lease  Agreement to SMCP.  SMCP may elect to renew the  term  for
two  additional  thirty year terms.  The Project Lease  obligates
SMCP to pay the City of East Chicago $400,000 in annual rent with
an  adjustment  every three years by the same percentage  as  the
percentage increase in the Consumer Price Index over the previous
three  years  not to exceed 105% of the previous  annual  rental.
The  interests  of  SMCP in the Project Lease are  subject  to  a
leasehold mortgage executed in conjunction with the Company's  13
1/2 % Series  B  First  Mortgage Notes Due 2003.   See  "Item  8.
Financial  Statements and Supplementary Data - Notes to Financial
Statements."

     On October 22, 1996, SMCP entered into a lease (the "Lease")
with  3600  Michigan  Company, Ltd. which  granted  SMCP  with  a
leasehold  interest in certain property in East Chicago,  Indiana
for the purposes of using the land for off-site employee parking.
The Lease is for a term of three (3) years and may be renewed  at
the  option  of SMCP for two (2) additional five (5) year  terms.
The  Lease  obligates SMCP to pay 3600 Michigan Company,  Ltd.  a
monthly rent of $4,631.28 with an adjustment on the first of  May
of  each year of the lease term to reflect increases or decreases
in  real  estate  taxes  per  acre assessed  against  the  leased
premises.

     In   addition  to  these  leasehold   interests,  SMCP  will 
own  the  Casino   Vessel   which  arrived  in  the City of  East  
Chicago  from  Jacksonville,   Florida   in   December  1996  and  
continues  to  be  constructed  at  its  berth  in  the  Pastrick  
Marina.    SMCP's   interests  in   the  Casino  Vessel  will  be

                              -13-
                                
<PAGE>

subject   to   a  first  preferred  ship  mortgage  executed   in
conjunction with the Company's 13 1/2% Series  B  First  Mortgage
Notes Due 2003 at such time as the title to the Casino Vessel  is
transferred from the builder of the Casino Vessel to  SMCP.   See
"Item  8. Financial Statements and Supplementary Data - Notes  to
Financial Statements."

     The  Company  currently  has  all  land  necessary  for  the
development of the East Chicago Showboat.

ITEM 3.   LEGAL PROCEEDINGS
     
     Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     
     Not applicable.

PART II

ITEM 5.    MARKET  FOR  REGISTRANT'S COMMON  EQUITY  AND  RELATED
           STOCKHOLDER MATTERS
     
     SMCP  does  not  possess a class of common  equity  and  its
partnership  interests  have  not  been  registered   under   the
Securities  Act  of 1933 nor under Section 12 of  the  Securities
Exchange  Act  of  1934, and the partnership  interests  are  not
publicly traded.  As of the date hereof, a subsidiary of Showboat
beneficially holds 55% of the partnership interests of  SMCP  and
Waterfront beneficially holds 45% of the partnership interests of
SMCP.   With  respect to SMFC, all 1,000 shares of common  stock,
$1.00 par value as of December 31, 1996, outstanding, is owned by
SMCP and has not been registered under the Securities Act of 1933
nor  under Section 12 of the Securities Exchange Act of 1934, and
it is not publicly traded.

     To  date,  SMCP  has  not  made  any  distributions  on  its
partnership   interests.   The  First  Mortgage  Note   Indenture
restricts the ability of SMCP to declare or make distributions on
the partnership interests.  See "Item 7.  Management's Discussion
and  Analysis of Financial Condition and Results of Operations  -
Liquidity   and  Capital  Resources"  and  "Item   8.   Financial
Statements and Supplementary Data - Notes to Financial Statements

ITEM 6.   SELECTED FINANCIAL DATA
     
     As  noted  in  "Part  I  Item  1.   Business--General,"  SMP
contributed  all of its assets (except for the capital  stock  of
East Chicago Second Century, Inc.) and liabilities to SMCP as  of
March 28, 1996.  The selected financial data presented below  for
the  period  from March 29, 1996 (the commencement of development
of  SMCP)  to  December 31, 1996 and the cumulative  period  from
January 31, 1994 through December 31, 1996 have been derived from
the  consolidated  financial statements of  SMCP  and  SMP.   The
selected financial data should be read in conjunction with  "Item
7.   Management's Discussion and Analysis of Financial  Condition
and Results of Operations" and "Item 8.  Financial Statements and
Supplementary  Data."  SMCP is in the development stage  and  has
had no operating results.

                           -14-

<PAGE>

<TABLE>

<CAPTION>


                                           SMCP

                                 Period from          Cumulative
                                  March 29,           period from
                                    1996              January 31,
                                (commencement            1994
                                 of development       (inception)
                                   through              through
                                December 31,          December 31,
                                    1996                 1996
                                (in thousands)        (in thousands)
<S>                              <C>                   <C>
INCOME STATEMENT DATA:                          
Interest income <F1>.........      4,919                 4,919
Interest expense.............    (14,327)              (14,327)
Capitalized interest.........      4,991                 4,991
Net loss.....................     (4,417)               (4,417)

<FN>

<F1> SMCP  is  in the development stage and, accordingly,  had no
     operating revenues during any of the periods presented.
<F2> Includes deficit accumulated during the development stage of
     $4,417.

</TABLE>

<TABLE>

<CAPTION>


                                           SMCP
                                              
                                       DECEMBER 31, 1996
                                        (in thousands)
<S>                                      <C>
BALANCE SHEET DATA:                           
Cash and cash equivalents....            $       599
Short-term investments held
in escrow....................                 69,002
Total assets.................                187,894
Long-term debt...............                140,000
Total liabilities............                153,311
Partners' capital <F2>.......                 34,583

<FN>

<F1> SMCP  is  in the development stage and, accordingly,  had no
     operating revenues during any of the periods presented.
<F2> Includes deficit accumulated during the development stage of
     $4,417.

</FN>

</TABLE>
     
ITEM 7.     MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS
      
DEVELOPMENT ACTIVITIES

     The  operations  of  SMCP and of SMP 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 the  East
Chicago  Showboat.   Subject to obtaining  the  necessary  gaming
licenses,  other  permits  and  financing,  SMCP  expects  gaming
operations  at  the  East Chicago Showboat to  commence  sometime
during the second quarter of 1997.

RESULTS OF OPERATIONS

     SMCP  is  in  the development stage and has capitalized  all
costs, except for some interest expense.  Accordingly, SMCP  does
not have any historical operating income. SMFC is wholly-owned by
SMCP  and  was  incorporated  to  assist  SMCP  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

                              -15-
                                
<PAGE>

fees, interest on qualifying assets, and gaming application fees,
all associated with the development of the East Chicago Showboat.
SMCP  anticipates  that  the results  of  its  first  quarter  of
operations will be adversely affected by the write-off at opening
of  certain  preopening costs and 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  SMCP.   While SMCP believes that  the  East  Chicago
Showboat will be able to attract a sufficient number of customers
and  achieve the level of activity necessary to permit  SMCP  and
SMFC  to  meet their obligations, there can be no assurance  with
respect thereto.

MATERIAL CHANGES IN FINANCIAL CONDITION

     Since  its  inception, SMCP has met its capital requirements
through  the  $39.0  million capital contribution  (the  "Capital
Contribution")  and  the $133.7 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  SMCP  and
SMFC 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  SMCP,  SMFC  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."

     The funds necessary to design, develop, construct, equip and
open  the  East Chicago Showboat are expected to be derived  from
the  Capital  Contribution, the proceeds from the  Offering,  and
capital lease financing.  SMCP 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  funding  for
employee   training  thereby  increasing  the  budget   for   the
construction of the East Chicago Showboat to $200.0 million.  The
increase  in  the  budget is principally being  provided  through
equipment  lease  commitments provided by SMCP's equipment  lease
providers.   PDS Financial Corporation is providing an  equipment
lease  in the amount of $11.0 million (the "PDS Commitment")  and
FINOVA  Capital Corporation is providing a loan in the amount  of
the  lesser  of  $11.0  million or SMCP's  cost  to  acquire  the
Equipment  (defined  in  the Commitment Agreement)  (the  "FINOVA
Commitment").  The PDS Commitment and the FINOVA Commitment  will
be  secured by the equipment purchased with the proceeds  of  the
PDS  Commitment and the FINOVA Commitment, respectively.  The PDS
Commitment is for a term of 48 months and the rate is  fixed  two
weeks  prior  to closing of each lease schedule at  four  hundred
fifty  (450)  basis points over the four (4) year  Treasury  Note
rate as published daily in THE WALL STREET JOURNAL.  The term  of
the  FINOVA Commitment is for an initial period ending  no  later
than  October 1, 1997 (the "Initial Term") at which time, subject
to  certain conditions, the FINOVA Commitment shall be  converted
into a term loan for a period of three years (the "Term Period").
During   the   Initial   Term   the   FINOVA   Commitment   shall  
accrue   interest   at   the   announced   Citibank,   N.A.,  New   
York,  New   York  prime  rate  plus  2%  per  annum.  During the 
Term  Period,  the  FINOVA  Commitment   shall   accrue  interest  
at  the   highest  yield  for  Treasury  Notes  with  a  maturity 
date  on  or  closest  to  the  Maturity  Date   of   the  FINOVA 
Commitment,  as  published   in  THE  WALL   STREET  JOURNAL plus 
4.90%  per  annum.  SMCP is currently finalizing these agreements

                              -16-
                                
<PAGE>

with  its capital lease providers.  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
the  East  Chicago Showboat.  However, there can be no  assurance
that  such  funds  in  themselves  will  be  sufficient  for  the
development and construction of the East Chicago Showboat.

     SMCP  has  entered  into  a fixed  price  contract  for  the
construction of the Casino Vessel and has entered into  fixed  or
guaranteed maximum price contracts with specific completion dates
for  substantial  portions of the Pavilion and  other  structures
comprising  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 an escrow account (the "Escrow Account")  and
invested  in  short-term investments.  The  funds  are  disbursed
pursuant  to  the  Escrow  and  Disbursement  Agreement  for  the
construction  of  the  East Chicago Showboat.   A  subsidiary  of
Showboat  is acting as the escrow and disbursement agent pursuant
to  the  Escrow and Disbursement Agreement.  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
has  also  provided  a  standby equity commitment  (the  "Standby
Equity  Commitment") pursuant to which it has agreed to cause  to
be made up to an aggregate of $30.0 million in additional capital
contributions to SMCP during the first three Operating Years  (as
defined in the Standby Equity Commitment Agreement).  The Standby
Equity Commitment is triggered when SMCP's Combined Cash Flow (as
defined  in  the Standby Equity Commitment) does not reach  $35.0
million in any one such Operating Year, subject to certain  terms
and  conditions.  However, in no event shall Showboat be required
to  contribute more than $15.0 million in respect of any one such
Operating Year.  The Completion Guarantee and the Standby  Equity
Commitment  are  subject to certain limitations,  qualifications,
and exceptions.

     The  Notes mature on March 15, 2003.  Interest payment dates
under  the Notes are March 15 and September 15 of each year  with
the  first  payment made on September 15, 1996.   The  Notes  are
senior  secured obligations of SMCP.  The Notes rank PARI  PASSU,
or  on  a parity with, in right of payment with all existing  and
future senior indebtedness of SMCP and senior in right of payment
to  all future Subordinated Indebtedness of SMCP.  The Notes  are
without  recourse to the general partners of SMCP or to Showboat.
Terms not otherwise defined herein have the meanings assigned  to
them  in  the Note Indenture.  The Notes are secured by  a  first
lien  on  substantially all of SMCP's assets.  The Note Indenture
places  significant restrictions on SMCP for  the  incurrence  of
additional Indebtedness, the creation of additional Liens on  the
Collateral  securing the Notes, transactions with Affiliates  and
making  Restricted  Payments unless certain conditions  are  met.
Restricted Payments include paying a management fee to  SMP.   In
order to pay the management fee, among other things, SMCP's Fixed
Charge  Coverage Ratio must be greater than 1.5 to  1.0  for  the
most  recently  ended  four full fiscal  quarters,  after  giving
effect  to such Restricted Payment.  To make any other Restricted
Payment  SMCP  must,  among other things,  have  a  Fixed  Charge
Coverage  Ratio  of 2.0 to 1.0 for the most recently  ended  four
full  fiscal  quarters, after giving effect  to  such  Restricted
Payment.

                              -17-
                                
<PAGE>

     The Notes may be redeemed at the option of SMCP, 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  the  Notes will have the right  to  require  SMCP  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 SMCP 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   SMCP's
subsidiaries or enter into certain mergers and consolidations.

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

SEASONALITY

     SMCP  anticipates that activity at the East Chicago Showboat
will  be  affected by weather conditions typical to  the  region.
Although  SMCP  has no operating history, SMCP  anticipates  that
most  business  activity will occur from  May  through  September
rather   than  from  October  through  April  when   the   region
experiences  harsher  weather.  Accordingly,  SMCP'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.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     
          Report of Independent Auditors
          
          Consolidated Balance Sheet as of December 31, 1996.
          
          Consolidated    Statements   of   Operations  for   the
          Period         from        March        29,        1996
          
                              -18-
                                
<PAGE>

          (commencement of development) through December 31, 1996
          and cumulative period from January 31, 1994 (inception)
          through December 31, 1996.
          
          Consolidated  Statement of Partners'  Capital  for  the
          Period   from   March   29,   1996   (commencement   of
          development) through December 31, 1996.
          
          Consolidated  Statements of Cash Flows for  the  Period
          from  March  29,  1996  (commencement  of  development)
          through  December  31, 1996 - Partnership,  the  Period
          from  January 1, 1996 through March 28, 1996, the  year
          ended  December 31, 1995, and the period  from  January
          31,  1994  (inception)  through  December  31,  1994  -
          Predecessor and the cumulative period from January  31,
          1994 (inception) through December 31, 1996.
          
          Notes to Consolidated Financial Statements.
          
                              -19-
                                
<PAGE>

                                
                  INDEPENDENT AUDITORS' REPORT
                                
The Partners
Showboat Marina Casino Partnership:

We  have  audited the accompanying consolidated balance sheet  of
Showboat  Marina Casino Partnership and subsidiary (a development
stage  entity)  (Partnership) as of December  31,  1996  and  the
related consolidated statements of operations, partners' capital,
and  cash  flows for the period from March 29, 1996 (commencement
of development) through December 31, 1996, the related statements
of  cash  flows of Showboat Marina Partnership (Predecessor)  for
the  period from January 1, 1996 through March 28, 1996, the year
ended  December  31,  1995,  the  period  from  January 31,  1994
(inception)  through  December  31,  1994,  and  the   cumulative
statements  of  operations and cash flows  for  the  period  from
January  31, 1994 (inception) through December 31, 1996  for  the
Partnership   and   Predecessor  combined.   These   consolidated
financial  statements are the responsibility of the Partnership's
and  Predecessor's management.  Our responsibility is to  express
an  opinion on these consolidated financial statements  based  on
our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position of Showboat Marina Casino Partnership and subsidiary  (a
development  stage  entity)  as of December  31,  1996,  and  the
results  of  their operations and cash flows for the period  from
March 29, 1996 (commencement of development) through December 31,
1996;  the  cash  flows of the Predecessor for  the  period  from
January  1, 1996 through March 28, 1996, the year ended  December
31,  1995,  the period from January 31, 1994 (inception)  through
December  31, 1994, and the cumulative results of operations  and
cash  flows for the Partnership and Predecessor combined for  the
period  from  January 31, 1994 (inception) through  December  31,
1996,   in   conformity   with  generally   accepted   accounting
principles.


Las Vegas, Nevada                             KPMG Peat Marwick LLP

January 24, 1997
            
                              -20-
                                
<PAGE>

<TABLE>                    
<CAPTION>                    
                    
                    SHOWBOAT MARINA CASINO PARTNERSHIP
                       (A Development Stage Entity)

                        Consolidated Balance Sheet

                            December 31, 1996
                             (In thousands)

                                  ASSETS
<S>                                                             <C>
Cash and cash equivalents....................................   $     599
Short-term investments held in escrow........................      69,002

Interest receivable..........................................       1,601

Property and equipment:
   Land improvements.........................................       2,123
   Furniture, fixtures and equipment.........................         764
   Construction in progress..................................      97,714
            Total property and equipment.....................     100,601

Licensing costs..............................................       2,373
Economic development costs...................................       5,264
Debt issuance costs..........................................       6,296
Other assets.................................................       2,158
                                                               ---------------
                                                                   16,091
                                                               ---------------
                                                                $ 187,894
                                                               ---------------

                 LIABILITIES AND PARTNERS' CAPITAL

Accounts payable.............................................   $   3,717
Construction payables........................................       4,037
Accrued interest.............................................       5,557
Long-term debt...............................................     140,000
            Total liabilities................................     153,311
           
Commitments and contingencies................................         ---
           
Partners' capital (includes deficit accumulated during the
   development stage of $4,417)..............................      34,583
                                                               ---------------
                                                                $ 187,894
                                                               ---------------
                               
</TABLE>

  See accompanying notes to consolidated financial statements

                               21

<PAGE>

<TABLE>
<CAPTION>
                    SHOWBOAT MARINA CASINO PARTNERSHIP
                       (A Development Stage Entity)

                   Consolidated Statements of Operations
                             (In thousands)

                                                                   PERIOD FROM            CUMULATIVE
                                                                 MARCH 29, 1996          PERIOD FROM
                                                                 (COMMENCEMENT         JANUARY 31, 1994
                                                                 OF DEVELOPMENT)          (INCEPTION)
                                                                     THROUGH                THROUGH
                                                                   DECEMBER 31,           DECEMBER 31,
                                                                       1996                   1996
                                                               --------------------   --------------------
<S>                                                           <C>                    <C>
Interest income.............................................. $       4,919          $       4,919

Interest expense.............................................        14,327                 14,327
Less interest capitalized....................................         4,991                  4,991
       Net interest expense..................................         9,336                  9,336

       Net loss accumulated during the development
          stage.............................................. $      (4,417)          $     (4,417)
                                                               --------------------   --------------------
</TABLE>  
  
  See accompanying notes to consolidated financial statements  

                               22

<PAGE>

<TABLE>
<CAPTION>

                 SHOWBOAT MARINA CASINO PARTNERSHIP
                   (A Development Stage Entity)

            Consolidated Statement of Partners' Capital

    Period from March 29, 1996 (commencement of development)
                    through December 31, 1996
                          (In thousands)

                                                                           SHOWBOAT
                                                            SHOWBOAT        MARINA
                                                             MARINA       INVESTMENT
                                                           PARTNERSHIP    PARTNERSHIP      TOTAL
                                                          -------------  -------------  -----------
<S>                                                      <C>            <C>            <C>
Balance at beginning of period.........................  $       ---    $      ---     $     ---

Capital contributions..................................       21,897           390        22,287

Net loss accumulated during the development stage......       (4,373)          (44)       (4,417)

Transfer of net assets from Showboat Marina
     Partnership.......................................       16,713           ---        16,713
                                                          -------------  -------------  -----------
Balance at end of December 31, 1996....................  $    34,237    $      346     $  34,583
                                                          -------------  -------------  -----------
  
</TABLE>
  
  See accompanying notes to consolidated financial statements

                               23

<PAGE>

<TABLE>

<CAPTION>

         SHOWBOAT MARINA CASINO PARTNERSHIP (PARTNERSHIP)
                  (A Development Stage Entity)
                                AND
            SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)

              Consolidated Statements of Cash Flows
                          (In thousands)

                                              PARTNERSHIP              PREDECESSOR
                                           ----------------   ------------------------------
                                              PERIOD FROM
                                            MARCH 29, 1996       PERIOD
                                              (COMMENCE-          FROM
                                                MENT OF         JANUARY 1,
                                             DEVELOPMENT)         1996
                                                THROUGH         THROUGH        YEAR ENDED
                                             DECEMBER 31,       MARCH 28,     DECEMBER 31,
                                                 1996             1996            1995
                                           ----------------  -------------------------------                        
<S>                                         <C>                 <C>             <C>
Cash flows from operating activities:
  Net loss...............................   $    (4,417)        $     ---       $     ---    
  Interest receivable....................        (1,601)              ---             ---
  Licensing costs........................           ---              (276)         (1,467)
  Other assets...........................        (1,733)              (68)           (337)
  Accounts payable.......................         2,771               443             503   
  construction payables..................         4,037               ---             ---
  Accrued interest.......................         5,557               ---             ---
      Net cash provided by (used in)         -------------    --------------   -------------
       operating activities..............         4,614                99          (1,301)
                                             -------------    --------------   -------------
Cash flows from investing activities:
  Economic development costs.............        (4,144)               (7)         (1,113)
  Land improvements......................           ---              (286)         (1,790)
  Purchase of property and
    equipment............................          (110)             (198)           (456)
  Purchase of short-term investments.....       (69,002)              ---             ---
  Payments for construction in
    progress.............................       (87,300)           (5,246)         (4,239)
      Net cash used in investing             -------------    --------------   -------------
       activities........................      (160,556)           (5,737)         (7,598)
                                             -------------    --------------   -------------
Cash flows from financing activities:
  Proceeds from issuance of notes
    payable, net of issuance costs.......       134,254              (550)            ---
  Capital contributions..................        22,287             5,830           9,257
      Net cash provided by financing         -------------    --------------   -------------
       activities........................       156,541             5,280           9,257
                                             -------------    --------------   -------------
      Net increase (decrease)
       in cash...........................           599              (358)            358

Cash at beginning of period..............           ---               358             ---
                                             -------------    --------------   -------------
Cash at end of period....................   $       599         $     ---       $     358
                                             -------------    --------------   -------------
                               
</TABLE>                               
                               
<TABLE>

<CAPTION>

         SHOWBOAT MARINA CASINO PARTNERSHIP (PARTNERSHIP)
                  (A Development Stage Entity)
                                AND
            SHOWBOAT MARINA PARTNERSHIP (PARTNERSHIP)

              Consolidated Statements of Cash Flows
                          (In thousands)

                           (CONTINUED)


                                               PREDECESSOR       CUMULATIVE
                                             ---------------   ---------------        
                                               PERIOD FROM       PERIOD FROM
                                                JANUARY 31,      JANUARY 31,
                                                   1994              1994
                                               (INCEPTION)       (INCEPTION)
                                                 THROUGH           THROUGH
                                               DECEMBER 31,      DECEMBER 31,
                                                   1994              1996
                                             ---------------   ---------------
<S>                                        <C>                <C>
Cash flows from operating activities:
  Net loss...............................  $           ---    $      (4,417)
  Interest receivable....................              ---           (1,601)
  Licensing costs........................             (630)          (2,373)
  Other assets...........................              (20)          (2,158)
  Accounts payable.......................              ---            3,717
  Construction payables..................              ---            4,037
  Accrued interest.......................              ---            5,557
      Net cash provided by (used in)         ---------------   ---------------
       operating activities..............             (650)           2,762
                                             ---------------   ---------------
Cash flows from investing activities:
  Economic development costs.............              ---           (5,264)
  Land improvements......................              (47)          (2,123)
  Purchase of property and
    equipment............................              ---             (764)
  Purchase of short-term investments.....              ---          (69,002)
  Payments for construction in
    progress.............................             (929)         (97,714)
      Net cash used in investing             ---------------   ---------------
       activities........................             (976)        (174,867)
                                             ---------------   ---------------
Cash flows from financing activities:
  Proceeds from issuance of notes
    payable, net of issuance costs.......              ---          133,704
  Capital contributions..................            1,626           39,000
      Net cash provided by financing         ---------------   ---------------
       activities........................            1,626          172,704
                                             ---------------   ---------------
      Net increase (decrease)
       in cash...........................              ---              599

Cash at beginning of period..............              ---              ---
                                             ---------------   ---------------
Cash at end of period....................  $           ---    $         599
                                             ---------------   ---------------

</TABLE>

  See accompanying notes to consolidated financial statements

                               24

<PAGE>

          SHOWBOAT MARINA CASINO PARTNERSHIP (PARTNERSHIP)
                  (A DEVELOPMENT STAGE ENTITY)
                               AND
            SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)
           Notes to Consolidated Financial Statements
                        December 31, 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)  (SMCP)  and  its  wholly   owned
   subsidiary, Showboat Marina Finance Corporation (SMFC)  as  of
   December  31,  1996  and for the period from  March  29,  1996
   (commencement  of  development)  through  December 31,   1996.
   These  financial  statements also present the  cash  flows  of
   Showboat  Marina  Partnership (SMP  or  Predecessor)  for  the
   period  from January 1, 1996 through March 28, 1996, the  year
   ended  December 31, 1995 and the period from January 31,  1994
   (inception)  through December 31, 1994.  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 the SMCP as described  below.
   Therefore a statement of operations is not applicable.
   
          SMCP  is  a  general partnership and was formed  as  of
   March  1,  1996  for  the  purpose of developing  a  riverboat
   casino  complex  in East Chicago, Indiana to  be  operated  on
   Lake  Michigan.  The complex will consist of a  casino  gaming
   vessel  and  a  land based support facility (the East  Chicago
   Showboat).   The East Chicago Showboat is expected to  contain
   approximately  53,000  square  feet  of  gaming   space   with
   approximately  1,770 slot machines and approximately  90 table
   games (including 5 poker tables).  The land based facility  is
   expected to consist of a pavilion, parking garage and  surface
   parking.   The  pavilion will be approximately 100,000  square
   feet  and  will  include  a coffee shop,  hydraulic  bandstand
   platform,  upscale  restaurant, cocktail  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.   SMFC  was  incorporated  on
   March 7,  1996  to assist SMCP in financing the  East  Chicago
   Showboat. The Predecessor was formed on January 31,  1994  and
   had  been  developing the project prior to  the  formation  of
   SMCP.
   
          SMCP is owned 99% by the Predecessor and 1% by Showboat
   Marina Investment Partnership.  SMCP is effectively owned  55%
   by   Showboat,   Inc.   (Showboat)  and  45%   by   Waterfront
   Entertainment  and  Development,  Inc.  (Waterfront)   through
   various partnership interests.
   
          The  Predecessor  had applied for  the  sole  riverboat
   owner's  license  allocated to East Chicago, Indiana  and  was
   granted  a  certificate  of  suitability ( the  Certificate of
   
                              -25-
                                
<PAGE>

   Suitability)  by the Indiana Gaming Commission on  January  8,
   1996.   On  March 20, 1996, the Predecessor received  approval
   to  transfer  the Certificate of Suitability to SMCP.   As  of
   March  27,  1996, the Predecessor contributed the  Certificate
   of  Suitability,  and  on March 28, 1996  all  of  its  assets
   (except  for the capital stock of East Chicago Second Century,
   Inc.),  liabilities and obligations were contributed to  SMCP.
   The  Certificate  of Suitability was subsequently  renewed  by
   the Indiana Gaming Commission through June 1, 1997.
   
          Predecessor  will  manage  the  East  Chicago  Showboat
   through  December 31, 2023 and will receive fees equal  to  2%
   of  net revenue and 5% of EBITDA, as defined in the management
   agreement.   Showboat, the beneficial  owner  of  55%  of  the
   Predecessor,  will be the Managing Partner of the Predecessor.
   The  management  agreement  requires  SMCP  to  construct  the
   facilities, install the furniture, fixtures and equipment  and
   pay   for   all  preopening  costs.   After  commencement   of
   operations, SMCP shall advance, on a timely basis,  the  funds
   necessary  to  conduct the affairs of and  maintain  the  East
   Chicago Showboat.
   
   CASH EQUIVALENTS
   
          SMCP  considers all highly liquid investments purchased
   with  an original maturity of three months or less to be  cash
   equivalents.
   
   SHORT-TERM INVESTMENTS
   
          Short-term investments as of December 31, 1996 consists
   of  U.S.  Treasury  bills and mortgage-backed  corporate  debt
   securities  which mature at various dates through  July  1997.
   SMCP  classifies  these  securities as  available-for-sale  as
   they  will  be  liquidated  as  needed  to  fund  construction
   contracts.  These securities are recorded at fair value as  of
   December  31, 1996.  Unrealized holding gains and losses,  net
   of  the  related tax effect, on available-for-sale  securities
   are  excluded  from earnings and are reported  as  a  separate
   component  of  partners'  capital  until  realized.   Realized
   gains   and   losses   from  the  sale  of  available-for-sale
   securities are determined on a specific identification  basis.
   Unrealized and realized gains were not material as of  or  for
   the period ended December 31, 1996.
   
   INTEREST COSTS
   
          Interest   is  capitalized  in  connection   with   the
   construction  of  major facilities.  The capitalized  interest
   is  recorded as part of the asset in which it relates and will
   be amortized over the asset's useful life.
   
   PREOPENING COSTS
   
          Preopening  costs will be capitalized until  operations
   of  the  riverboat casino complex commence, at which time  the
   costs  will be written off upon opening.  The preopening costs
   consist  primarily of payroll, consulting fees,  training  and
   related travel costs.
   
                              -26-
                                
<PAGE>

   ECONOMIC DEVELOPMENT COSTS
   
          SMCP   has  incurred  certain  costs  pursuant  to   an
   agreement  with  the  City  of East Chicago  to  fund  various
   projects  and  programs  for  the  benefit  of  East   Chicago
   residents.  Fifty percent of a portion of these costs  may  be
   credited as an offset against taxes due to East Chicago  based
   on  gross receipts for a period not to exceed two years.   Any
   costs  incurred  which are not eligible to be offset  will  be
   amortized  over  fifteen  years  which  is  management's  best
   estimate of the time period benefited by such costs.
   
   LICENSING COSTS
   
          SMCP  is  incurring  costs  in  order  to  obtain   the
   necessary  gaming licenses, including legal costs, filing  and
   investigation   fees,  which  are  being   capitalized   until
   commencement  of  operations, at  which  time  such  licensing
   costs  will be amortized over five years, the initial term  of
   the gaming license.
   
   ORGANIZATIONAL COSTS
   
          SMCP  is  in  the  development stage and  is  currently
   incurring  organizational costs which  are  being  capitalized
   until operations of the riverboat casino complex commence,  at
   which time such organizational costs will be amortized over  a
   five  year period.  Organizational costs consist primarily  of
   legal fees associated with establishing the business.
   
   DEBT ISSUANCE COSTS
   
          Costs  associated with the issuance of debt  have  been
   deferred  and  are  amortized over the  life  of  the  related
   indebtedness using the straight line method.
   
   INCOME TAXES
   
          A  provision for income taxes is not recorded  because,
   as  a  partnership, taxable income or loss  is  allocated  and
   taxed to the partners based on their respective percentage  of
   ownership.   There is no significant difference between  bases
   of  assets  and  liabilities for tax  purposes  and  financial
   reporting purposes.
   
   FAIR VALUE OF CERTAIN FINANCIAL INSTRUMENTS
   
          The  carrying  amount  of  cash  equivalents,  interest
   receivable,   accounts  payable,  construction  payables   and
   accrued interest approximates fair value because of the  short
   term   maturity  of  these  instruments.   See  Note   5   for
   additional fair value disclosures.
   
   USE OF ESTIMATES
   
          Management  of SMCP has made estimates and  assumptions
   relating  to the reporting of assets and liabilities  and  the
   disclosure  of  contingent assets and liabilities  to  prepare
   these   financial  statements  in  conformity  with  generally
   accepted  accounting principles.  Actual results could  differ
   from those estimates.
   
                              -27-
                                
<PAGE>

(2)  SHORT-TERM INVESTMENTS HELD IN ESCROW
   
          The  cash  received  from the sale  of  the  13%  first
   mortgage notes, together with the funds received from  capital
   contributions   were   placed  in  an   escrow   account   and
   subsequently  used  to  purchase short-term  debt  securities.
   Funds  can  only be released by the escrow agent (an affiliate
   of   Showboat)  after  certain  conditions  are  met.    These
   conditions  include that SMCP deliver a certificate certifying
   as  to, among other things, the application of the funds to be
   disbursed, the conformity of construction undertaken  to  date
   with  the plans and specifications, the expectation that  East
   Chicago  Showboat will be operating by October  1,  1997,  the
   obtaining  of  mechanic's and materialmen's lien releases  and
   title  insurance  policies or endorsements to  existing  title
   insurance  policies  insuring against any  intervening  liens,
   the  accuracy of the construction budget for the East  Chicago
   Showboat  and the sufficiency of remaining funds  to  complete
   the  East  Chicago  Showboat.  The escrow  agreement  provides
   that   any   funds  remaining  in  the  escrow  account   upon
   commencement  of  operations  may  be  disbursed   once   SMCP
   generates  at least $5,000,000 of combined cash  flow  in  one
   fiscal quarter.
   
(3)  LAND IMPROVEMENTS
   
          On  October  19, 1995, the Predecessor entered  into  a
   Redevelopment  Project Lease (which was transferred  to  SMCP)
   with  the  City  of East Chicago, Department of  Redevelopment
   pursuant  to  which the City of East Chicago  granted  SMCP  a
   leasehold   interest  in  certain  property  in  East Chicago,
   Indiana  and  the  exclusive  right  to  dock  and  operate  a
   riverboat  casino  in East Chicago, Indiana and  to  construct
   ancillary   land   based   facilities,   which   may   include
   restaurants,  entertainment  facilities  and  parking   areas.
   SMCP  is in the process of improving the land covered  by  the
   lease and constructing land based facilities thereon.
   
          In  exchange for such exclusivity, SMCP is obligated to
   pay  East  Chicago $400,000 in annual rental with such  rental
   being  adjusted  every three years by the same  percentage  as
   the  percentage  increase in the Consumer  Price  Index  (CPI)
   over  the  previous  three  years  subject  to  a  maximum  5%
   increase for each adjustment.
   
          The  term  of the lease agreement is thirty years  from
   the  date  SMCP  received the Certificate of Suitability  from
   the  Indiana  Gaming Commission which occurred on  January  8,
   1996,  which  term  may be renewed for two  additional  thirty
   year  terms  at  the  election of SMCP.  SMCP  shall  complete
   construction within 18 months of receiving the Certificate  of
   Suitability  or  shall pay the City of East  Chicago  $250,000
   per  additional month needed for construction, unless SMCP has
   opened a temporary riverboat casino.
   
          If  someone  other than SMCP receives  the  license  to
   operate  the East Chicago Showboat or SMCP does not  have  its
   license  renewed  or  its  license is  revoked  or  suspended,
   either  party  may  terminate the lease agreement  by  written
   notice.
   
                              -28-
                                
<PAGE>

(4)  ECONOMIC DEVELOPMENT AGREEMENT
   
          The Predecessor entered into an agreement with the City
   of  East Chicago in April 1994, subsequently amended in  April
   1995  and clarified through oral and written presentations  to
   the   Indiana   Gaming   Commission.    This   agreement   was
   transferred to SMCP on March 27, 1996 after approval from  the
   Indiana Gaming Commission.
   
          The  agreement  requires SMCP to:  (1) provide  certain
   fixed  incentives of approximately $16.4 million to  the  City
   of  East  Chicago  and  its agencies for  transportation,  job
   training,   home   buyer  assistance  and  discrete   economic
   development   initiatives;  (2)  pay  3%  of  adjusted   gross
   receipts  to  the City of East Chicago and two  not-for-profit
   foundations  --  1% to each entity -- for its  public  schools
   and  housing  and  commercial development; (3)  pay  0.75%  of
   adjusted gross receipts for community development projects  to
   East  Chicago  Second Century, Inc., a for-profit  corporation
   owned  by  SMP  ("Second  Century");  and  (4)  complete   the
   Washington  High  School  site town home  development  with  a
   total  projected  cost  of  $5.0  million.   Funding  for  the
   Washington  High  School site project  will  be  derived  from
   contributions  to Second Century from SMCP as  well  as  funds
   from other third-party sources.
   
          Fifty  percent  (50%) of the fixed sums contributed  by
   SMCP  toward certain projects will be credited against the  1%
   share  of adjusted gross receipts payable to the City of  East
   Chicago  only during the first and, if necessary, second  year
   of  operation, unless otherwise approved by the City  of  East
   Chicago  for credit in subsequent years.  The timing of  these
   expenditures has not yet been agreed to with the City of  East
   Chicago.
   
          SMCP  will also reimburse the City of East Chicago  for
   certain  expenses  incurred by the City  of  East  Chicago  in
   connection with the development of the East Chicago  Showboat.
   SMCP  is  committed to these expenditures whether  or  not  an
   owner's  license is granted.  As of December  31,  1996,  SMCP
   has expended $5.3 million pursuant to this agreement.
   
(5)  LONG-TERM DEBT
   
          On  March  28,  1996, SMCP and SMFC issued $140,000,000
   (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   $133,700,000,   net   of   underwriting
   discounts  and commissions.  The net proceeds are  being  used
   to develop the East Chicago Showboat.
   
          On  August  12, 1996, SMCP and SMFC 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 SMCP,  
   SMFC  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.  
   The  Notes  are   secured  by, among other things, a leasehold 
   mortgage  on  the  lease  between  SMCP  and  the City of East
   
                              -29-
                                
<PAGE>

   Chicago  and  will  be  secured  by  a  first  preferred  ship
   mortgage on the casino gaming vessel once title to the  vessel
   is transferred from the ship builder to SMCP.
   
          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  SMCP,  in whole or in part, at  redemption  prices
   ranging  from  106.750%  in  2000  to  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.
   
          The  fair  value  of  the Notes was $154.7  million  at
   December 31, 1996 based on quoted market prices.
   
(6)  COMMITMENTS AND CONTINGENCIES
   
          SMCP  has  a noncancelable operating lease for  certain
   property in East Chicago, Indiana, which will be used for off-
   site  employee  parking.  The lease is for  a  term  of  three
   years  and  may  be  renewed at the option  of  SMCP  for  two
   additional  five year terms.  Rental payments are  $4,631  per
   month with an adjustment on the first May of each year of  the
   lease  term  to reflect increases or decreases in real  estate
   taxes  per  acre assessed against the leased premises.   Total
   rent  expense associated with this lease for the period ending
   December  31, 1996, of $9,262 was capitalized as a development
   cost.   Future minimum lease payments will be $55,572, $55,572
   and  $46,310 for the years ended December 31, 1997,  1998  and
   1999, respectively.
   
          SMCP   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 SMCP.  In the  event  an
   owner's  license  is  not  issued, the  fulfillment  of  these
   commitments  as well as the potential failure to  realize  the
   costs  already  expended could have a material adverse  impact
   on the financial condition of SMCP.
   
          Atlantic  Marine, Inc. has been retained to  build  and
   equip   the   riverboat.   The  current  contract   price   is
   $38,500,000,  but is subject to adjustments, if  any,  as  set
   forth   in   the   contract.    SMCP  expended   approximately
   $33,700,000  related  to this contract  through  December  31,
   1996.
   
          Tonn   &  Blank,  Inc.,  in  joint  venture  with   KLM
   Construction,  Inc., has been retained to build and  construct
   the  approximately  $40,000,000 land based facilities  of  the
   East Chicago  Showboat.   The  general  construction  contract
   provides  for  payment  of  a  basic  fee  of  $1,700,000  and  
   general conditions of $1,200,000  for  the  general contractor  
   services.  In  addition,   the   joint   venture  may  bid  on 
   the    subcontracts    for    construction    at   the    East
   
                              -30-
                                
<PAGE>

   Chicago Showboat.  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 $3,800,000.
   SMCP   expended   approximately   $3,300,000  on  construction
   contracts  with  the  joint venture through December 31, 1996.
   
          Luhr  Bros.,  Inc.,  has  been retained  to  build  the
   breakwater,  mooring/fendering 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.    SMCP   expended
   approximately  $11,200,000 related to  this  contract  through
   December 31, 1996.
   
          International  Gaming Technology -  North  America  and
   Casino  Data  Systems  have  been contracted  to  supply  slot
   machines  for  $9,500,000  and an electronic  gaming  tracking
   system for $1,500,000, respectively.
   
(7)  PARTNERS' CAPITAL

          Showboat,   beneficial  owner  of  55%  of  SMCP,   has
   committed  to a standby equity commitment of up to $30,000,000
   and  a  completion  guarantee of $30,000,000.   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 SMCP's combined cash flow is less  than
   $35,000,000  for  any  such full fiscal  four-quarter  period,
   Showboat  will cause to be contributed capital  equal  to  the
   shortfall.   However, in no event shall Showboat  be  required
   to  cause to be contributed more than $15,000,000 in  any  one
   such  full fiscal four-quarter period or more than $30,000,000
   in the aggregate.
   
          Showboat  has  also  agreed  to  complete  the  Minimum
   Facilities  (as defined in the Completion Guarantee)  so  that
   the  project becomes operating 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 $30,000,000 in the aggregate.
   
(8)  RELATED PARTY TRANSACTIONS
   
          As  discussed in Note 6, 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
   Kefalidis,  the President of KLM, beneficially  owns  3.0%  of
   SMCP.
   
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

                              -31-
                                
<PAGE>

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
     
     The  following  individuals are the directors and  executive
officers  of the partners of SMCP and the directors and executive
officers  of SMFC.  Additionally, SMCP is managed by an Executive
Committee comprised of representatives of Showboat and Waterfront
and  the  members of SMCP's Executive Committee  are  also  noted
below.

     J.  Kell Houssels, III, age 47, is a member of the Executive
Committee  of SMCP and the President and Chief Executive  Officer
of  SMFC  and  has  held  such position since  March  1996.   Mr.
Houssels,  III,  is also a director with Showboat  Indiana,  Inc.
since  its  formation.  He has been a director of Showboat,  Inc.
since 1983.  He is also President and Chief Executive Officer  of
Showboat, Inc. and Ocean Showboat, Inc. and director of Showboat,
Inc. and all of its subsidiaries.  From May 1993 to June 1994, he
served  as  President  and Chief Executive  Officer  of  Showboat
Development  Company.   From  January  1990  to  May  1994,   Mr.
Houssels,  III served as Vice President of Showboat,  Inc.   From
May 1993 to June 1994, he served as President and Chief Executive
Officer of Atlantic City Showboat, Inc. and from January 1990  to
May  1993, he served as President and Chief Operating Officer  of
Atlantic City Showboat, Inc.

     J.K.  Houssels,  age 74, is the Chairman  of  the  Board  of
Directors  of  Showboat  and a director of  all  subsidiaries  of
Showboat,  including Showboat Indiana, Inc.  Until May 1994,  Mr.
Houssels  was  the  President  and  Chief  Executive  Officer  of
Showboat.   He is also Vice Chairman of the Board of Union  Plaza
Hotel and Casino, Inc., Las Vegas, Nevada.

     John  D.  Gaughan, age 76, is a director of Showboat  and  a
director  of  all of Showboat's subsidiaries, including  Showboat
Indiana, Inc.  Mr. Gaughan is also the Chairman of the Board  and
President  of Exber, Inc., doing business as the El Cortez  Hotel
and  the  Western  Hotel and Casino, Las Vegas,  Nevada  and  the
Chairman of the Board of the Union Plaza Hotel and Casino,  Inc.,
Las Vegas, Nevada.

     Frank  A. Modica, age 69, is a director of Showboat and  all
of  its subsidiaries, including Showboat Indiana, Inc.  Until May
1995,  Mr.  Modica  was Chairman of the Board  of  Atlantic  City
Showboat,  Inc.; until February 1995, he was the  Executive  Vice
President  and Chief Operating Officer of Showboat and  President
and  Chief  Executive Officer of Showboat Operating Company.  Mr.
Modica  is  also  a director of First Security Bank,  Las  Vegas,
Nevada.

     H.  Gregory Nasky, age 54, is a director of Showboat and all
of  its subsidiaries, including Showboat Indiana, Inc.  Mr. Nasky
is  also  the Executive Vice President of Showboat; the President
and  Chief Executive Officer of Showboat Development Company; and
the  Secretary  of  Showboat and all of Showboat's  subsidiaries.
From  October  1993 to February 1995, Mr. Nasky was the  Managing
Director  and  Chief Executive Officer of Showboat Australia  Pty
Limited  and  from  March  1994  to  February  1995  he  was  the 
Managing   Director   and   Chief  Executive  Officer  of  Sydney 
Harbour   Casino.   Since   March   1994,  he has been of counsel 
to   the  law  firm  of  Kummer   Kaempfer   Bonner   &  Renshaw, 
Las Vegas,  Nevada,  outside  legal counsel to Showboat and until

                              -32-
                                
<PAGE>

February 1994, a member of the law firm of Vargas & Bartlett, Las
Vegas and Reno, Nevada, previous general counsel to Showboat.

     Mark  J.  Miller,  age  40,  is a member  of  the  Executive
Committee of SMCP and Director and the Treasurer of SMFC  and  he
has  held such positions since March 1996.  He has been Executive
Vice President-Operations of Showboat, Inc. since June 1994; Vice
President-Finance of Ocean Showboat since April  1988;  and  Vice
President-Finance,  Chief  Financial Officer  of  Ocean  Showboat
since  April 1991.  From May 1994 to May 1995, Mr. Miller  served
as  the  President and Chief Executive Officer of  Atlantic  City
Showboat,  Inc.   From October 1993 to June 1994,  he  served  as
Executive Vice President and Chief Operating Officer of  Atlantic
City  Showboat, Inc. and he was Vice President-Finance and  Chief
Financial  Officer of Atlantic City Showboat, Inc. from  December
1988 to October 1993.

     J.  Keith  Wallace,  age 55, is a member  of  the  Executive
Committee  of  SMCP, has been the President and  Chief  Executive
Officer of SMCP and Showboat Indiana, Inc. since January 1996 and
Director  of  SMFC  since March 1, 1996.  From February  1995  to
January  1996, Mr. Wallace was the President and Chief  Executive
Officer of Showboat Operating Company.  From May 1993 to February
1995,  he was the President and Chief Executive Officer  of  Lake
Pontchartrain Showboat, Inc. and Showboat Louisiana,  Inc.,  from
June  1993 to April 1995.   Mr. Wallace served as Executive  Vice
President  and  Chief  Operating Officer of  Showboat  Louisiana,
Inc., and Lake Pontchartrain Showboat, Inc., respectively.   From
August 1990 to April 1993, Mr. Wallace was the Vice President and
General Manager of Showboat Operating Company.

     Jess  Hinkle, age 64, has been Vice President of  Operations
for  SMCP  since  March  1996 and Vice President-Development  for
Showboat  Development Company from August 1993 to February  1996.
From August 1992 to 1993, Mr. Hinkle was President and Broker  of
Record of HSK Realty Corp. in Pleasantville, New Jersey.

     Dominick  Gullo, age 54, has been Vice President  of  Gaming
Operations  for  SMCP since May 1996, the Vice  President-Special
Projects  for  Showboat Operating Company from May  1995  to  May
1996, and the Casino Manager of Lake Pontchartrain Showboat, Inc.
from  May  1993 to May 1995.  Prior to joining Lake Pontchartrain
Showboat,  Inc.,  Mr.  Gullo was President  and  Owner  of  Gullo
Associates, Inc. in Las Vegas, Nevada, from February 1993 to  May
1993;  Sales  Manager of Legacy, Inc. in Las Vegas, Nevada,  from
December  1992  to February 1993; Sales Manager  of  Master  Care
International in Las Vegas, Nevada, from August 1992 to  December
1992;  and  Shift  Manager of the Frontier Hotel  in  Las  Vegas,
Nevada, from October 1988 to February 1992.

     Joseph  G. O'Brien, III, age 34, has been the Vice President
of  Finance and Administration for SMCP since May 1995, the  Vice
President  -  Finance  and Chief Financial  Officer  of  Showboat
Indiana,  Inc.  since  April  1996,  the  Treasurer  of  Showboat
Indiana, Inc. since May 1996 and the Vice President - Finance and
Chief  Financial Officer of SMFC since March 1996.  From June  of
1993  until  April of 1995, Mr. O'Brien served on  the  Executive
Committee  of  the  Showboat  Star Partnership  in  New  Orleans,
Louisiana;  from  February 1995 until April  1995  he  served  as
Acting  Chief Operating Officer of the Showboat Star Partnership;
and from June 1993 until February of 1995 he served as Controller
of the Showboat  Star Partnership.  Prior to joining the Showboat

                              -33-
                                
<PAGE>

Star  Partnership, Mr. O'Brien was a certified public  accountant
with  the  firm  of Ericksen, Krentel, Canton &  LaPorte  in  New
Orleans, Louisiana from July 1984 to June 1993.

     Dominick J. Burzichelli, age 34, is Vice President of  Human
Resources  for  SMCP.   Mr.  Burzichelli  has  been  employed  by
Showboat  since  1986  and  has served  in  the  Human  Resources
department  in various capacities including Director and  Manager
levels.   His  areas of expertise have included labor  relations,
recruitment and placement.

     Bob  Bilocerkowcyz,  age  47, has  been  Vice  President  of
Marketing  for SMCP since July 1996.  Prior to joining SMCP,  Mr.
Bilocerkowcyz  worked  for Pulte Home Corporation  in  Bloomfield
Hills,  Michigan, from September 1994 to June 1996; from November
1992  to  September  1994  he  was  Vice  President  -  Sales and
Marketing for R.J. Reynolds-Nabisco International; and  from  May
1991 to  November  1992 he was Vice President for Jim Beam Brands.

     Michael  A.  Pannos, age 48, is a member  of  the  Executive
Committee of SMCP, has been Secretary and Director of SMFC  since
March  1996  and  has been Director and President  of  Waterfront
since  July 3, 1993.  He is a practicing attorney in the firm  of
Pannos  &  Mindel since 1980.  Mr. Pannos was elected as Chairman
of  the  Indiana Democratic Party in 1988.  He was  also  elected
Vice-President of the Association of Democratic Chairs,  and  has
served  as  a  member of the Rules Committee  of  the  Democratic
National Committee.

     Thomas  S.  Cappas,  age 62, is a member  of  the  Executive
Committee  of SMCP, has been a Director of SMFC since March  1996
and  has  been  Director, Treasurer and Secretary  of  Waterfront
since July 3, 1993.  Since 1959, Mr. Cappas has been a practicing
attorney in East Chicago, Indiana.  Mr. Cappas has held a variety
of public sector positions in East Chicago.

EXECUTIVE COMPENSATION
     
     The following table sets forth all compensation paid by SMCP
during  1995 and 1996 to the officers and other persons of  SMCP,
in all capacities in which they served.

<TABLE>

<CAPTION>


SUMMARY COMPENSATION TABLE

                                             ANNUAL COMPENSATION

                                                                   OTHER
NAME AND                                                           ANNUAL
PRINCIPAL POSITION           YEAR      SALARY        BONUS      COMPENSATION
<S>                          <C>       <C>           <C>        <C>
J. Keith Wallace........     1996      $226,604      $150,000   86,429<F4>
 President and Chief         1995      $    ---      $    ---      ---
 Executive Officer
                                                                  
Jess Hinkle.............     1996      $149,737      $ 50,077      ---
 Vice President of           1995      $    ---      $    ---      ---
 Operations
                                                                  
Dominick Gullo..........     1996      $104,548      $ 20,473      --- 
 Vice President of Gaming    1995      $    ---      $    ---      ---
 Operations

<FN>

<F1>  Amounts  represented  in  this  column were received by the named 
      individuals under the Showboat,  Inc.  1994 Executive  Long Term 
      Incentive Plan ("1994 Plan").  The 1994  Plan  is   an incentive 
      plan  of Showboat  which  provides  for  awards of restricted 
      stock options to key executives of Showboat's operating 
      subsidiaries, including  SMCP executive officers.   The restricted 
      shares granted under the 1994 Plan vests over a five-year period, 
      with  the   last of the restricted shares of common stock vesting 
      in March 1999;  provided, however, that vesting on all such 
      restricted shares will  accelerate to  the date of any change in 
      control of Showboat.
<F2>  Amounts  represented  in  this  column equal the number  of
      restricted  shares of common stock of Showboat  granted  to  the
      named individuals under the 1994 Plan, multiplied by the closing
      bid price of  Showboat's  common  stock  on  the  New York Stock
      Exchange on the date of grant, or $24.63 per share.   The number
      and dollar value of unvested restricted shares held on  December
      31,  1996,  based  on the closing bid price of Showboat's common
      stock of $17 1/4 share  on  December  31,  1996  was:  J.  Keith
      Wallace  -  4,500  shares  ($77,625), Jess Hinkle - 2,400 shares
      ($41,400), Dominick Gullo -  1,600  shares  ($27,600), Joseph G.
      O'Brien,   III  -  2,400  shares  ($41,400),  and  Dominick   J.
      Burzichelli - 800 shares ($13,800).
<F3>  Amounts  represented  in  this  column  equal  the number of
      shares of common stock of Showboat underlying the stock  options
      and  stock  appreciation rights granted to the named individuals
      under the 1994 Plan and the 1996 Stock Appreciation Rights Plan,
      respectively.
<F4>  Of this amount,  $37,281  represents  a  gross-up  for state
      income  taxes  incurred,  $29,148 represents a housing allowance
      and $20,000 represents moving expenses.
<F5>  Amount represents the  number  of shares of common stock of
      Showboat underlying the stock appreciation rights granted to Mr.
      Wallace under the Showboat, Inc. 1996  Stock Appreciation Rights
      Plan.
<F6>  This amount represents the vesting of 1,500 shares under the
      1994 Plan.
<F7>  This  amount  represents  $3,974  in excess  coverage  life
      insurance and $62 in medical reimbursement costs.
<F8>  This amount represents the vesting of  600  shares under the
      1994 Plan.
<F9>  This amount represents excess coverage life insurance.
<F10> This  amount  represents  $2,211  in excess coverage  life
      insurance, $242 in medical reimbursement costs,  and  $27,669 for
      moving expenses.
<F11> This  amount  represents  $929  in  excess  coverage  life
      insurance and $497 in medical reimbursement costs.
<F12> This amount represents the vesting of 600 shares under the
      1994 Plan.
<F13> This amount primarily represents $1,795 for excess coverage
      life insurance  and  medical  reimbursement  costs  and  $16,500,
      $4,129  and  $2,198  for a relocation bonus, moving expenses  and
      contributions to Mr. O'Brien's 401(k) Plan account, respectively.
<F14> This  amount  represents  $843  in  excess  coverage  life
      insurance and $1,053 in medical reimbursement costs.
<F15> This amount represents  the vesting of 200 shares under the
      1994 Plan.
<F16> This amount represents $1,326  for  medical  reimbursement
      costs, and $11,520 for moving expenses.

</FN>

</TABLE>

<TABLE>

<CAPTION>

SUMMARY COMPENSATION TABLE (CONTINUED)


                                        LONG-TERM COMPENSATION
                                  AWARDS                 PAYOUTS<F1>

                                              SECURI-                 
                                            TIES UNDER-    LONG- TERM  
                             RESTRICTED        LYING        INCENTIVE         
NAME AND                       STOCK         OPTIONS/         PLANS       ALL OTHER
PRINCIPAL POSITION           AWARDS<F2>       SARS<F3>       PAYOUTS     COMPENSATION
<S>                          <C>            <C>            <C>           <C>                               

J. Keith Wallace........       ---          0/48,546<F5>   $ 36,750<F6>   $ 4,036<F7>
 President and Chief           ---            ---          $    ---       $   ---
 Executive Officer
                                                               
Jess Hinkle.............       ---            ---          $ 14,700<F8>   $11,398<F9>
 Vice President of             ---            ---          $    ---       $   ---
 Operations
                                                               
Dominick Gullo               24,630          8,000/0       $ 14,700<F8>   $30,122<F10>
 Vice President of Gaming      ---            ---          $    ---       $   ---
 Operations

<FN>

<F1>  Amounts  represented  in  this  column were received by the named 
      individuals under the Showboat,  Inc.  1994 Executive  Long Term 
      Incentive Plan ("1994 Plan").  The 1994  Plan  is   an incentive 
      plan  of Showboat  which  provides  for  awards of restricted 
      stock options to key executives of Showboat's operating 
      subsidiaries, including  SMCP executive officers.   The restricted 
      shares granted under the 1994 Plan vests over a five-year period, 
      with  the   last of the restricted shares of common stock vesting 
      in March 1999;  provided, however, that vesting on all such 
      restricted shares will  accelerate to  the date of any change in 
      control of Showboat.
<F2>  Amounts  represented  in  this  column equal the number  of
      restricted  shares of common stock of Showboat  granted  to  the
      named individuals under the 1994 Plan, multiplied by the closing
      bid price of  Showboat's  common  stock  on  the  New York Stock
      Exchange on the date of grant, or $24.63 per share.   The number
      and dollar value of unvested restricted shares held on  December
      31,  1996,  based  on the closing bid price of Showboat's common
      stock of $17 1/4 share  on  December  31,  1996  was:  J.  Keith
      Wallace  -  4,500  shares  ($77,625), Jess Hinkle - 2,400 shares
      ($41,400), Dominick Gullo -  1,600  shares  ($27,600), Joseph G.
      O'Brien,   III  -  2,400  shares  ($41,400),  and  Dominick   J.
      Burzichelli - 800 shares ($13,800).
<F3>  Amounts  represented  in  this  column  equal  the number of
      shares of common stock of Showboat underlying the stock  options
      and  stock  appreciation rights granted to the named individuals
      under the 1994 Plan and the 1996 Stock Appreciation Rights Plan,
      respectively.
<F4>  Of this amount,  $37,281  represents  a  gross-up  for state
      income  taxes  incurred,  $29,148 represents a housing allowance
      and $20,000 represents moving expenses.
<F5>  Amount represents the  number  of shares of common stock of
      Showboat underlying the stock appreciation rights granted to Mr.
      Wallace under the Showboat, Inc. 1996  Stock Appreciation Rights
      Plan.
<F6>  This amount represents the vesting of 1,500 shares under the
      1994 Plan.
<F7>  This  amount  represents  $3,974  in excess  coverage  life
      insurance and $62 in medical reimbursement costs.
<F8>  This amount represents the vesting of  600  shares under the
      1994 Plan.
<F9>  This amount represents excess coverage life insurance.
<F10> This  amount  represents  $2,211  in excess coverage  life
      insurance, $242 in medical reimbursement costs,  and  $27,669 for
      moving expenses.
<F11> This  amount  represents  $929  in  excess  coverage  life
      insurance and $497 in medical reimbursement costs.
<F12> This amount represents the vesting of 600 shares under the
      1994 Plan.
<F13> This amount primarily represents $1,795 for excess coverage
      life insurance  and  medical  reimbursement  costs  and  $16,500,
      $4,129  and  $2,198  for a relocation bonus, moving expenses  and
      contributions to Mr. O'Brien's 401(k) Plan account, respectively.
<F14> This  amount  represents  $843  in  excess  coverage  life
      insurance and $1,053 in medical reimbursement costs.
<F15> This amount represents  the vesting of 200 shares under the
      1994 Plan.
<F16> This amount represents $1,326  for  medical  reimbursement
      costs, and $11,520 for moving expenses.

</FN>

</TABLE>

                              -34-
                                
<PAGE>

<TABLE>

SUMMARY COMPENSATION TABLE (CONTINUED)

                                             ANNUAL COMPENSATION

                                                                   OTHER
NAME AND                                                           ANNUAL
PRINCIPAL POSITION           YEAR      SALARY        BONUS      COMPENSATION
<S>                          <C>       <C>           <C>        <C>
Joseph G. O'Brien, III..     1996      $96,300       $36,000       ---
 Vice President Finance      1995      $85,833       $21,120       ---
 and Administration

Dominick J. Burzichelli.     1996      $88,018       $36,000       ---
 Vice President of           1995      $62,468       $21,120       ---
 Human Resources

</TABLE>

<TABLE>

SUMMARY COMPENSATION TABLE (CONTINUED)

                                        LONG-TERM COMPENSATION
                                  AWARDS                 PAYOUTS<F1>

                                              SECURI-
                                            TIES UNDER-    LONG- TERM
                             RESTRICTED        LYING        INCENTIVE
NAME AND                       STOCK         OPTIONS/         PLANS       ALL OTHERS
PRINCIPAL POSITION           AWARDS<F2>       SARS<F3>       PAYOUTS     COMPENSATION
<S>                          <C>            <C>            <C>            <C>
Joseph G. O'Brien, III..       -               -           $14,700<F8>    $ 1,426<F11>
 Vice President Finance        -               -           $ 9,000<F12>   $24,622<F13>
 and Administration

Dominick J. Burzichelli.     49,260         10,000/0       $14,700<F8>    $ 1,896<F14>
 Vice President of             -               -           $ 3,000<F15>   $12,846<F16>
 Human Resources

<FN>

<F1>  Amounts  represented  in  this  column were received by the named 
      individuals under the Showboat,  Inc.  1994 Executive  Long Term 
      Incentive Plan ("1994 Plan").  The 1994  Plan  is   an incentive 
      plan  of Showboat  which  provides  for  awards of restricted 
      stock options to key executives of Showboat's operating 
      subsidiaries, including  SMCP executive officers.   The restricted 
      shares granted under the 1994 Plan vests over a five-year period, 
      with  the   last of the restricted shares of common stock vesting 
      in March 1999;  provided, however, that vesting on all such 
      restricted shares will  accelerate to  the date of any change in 
      control of Showboat.
<F2>  Amounts  represented  in  this  column equal the number  of
      restricted  shares of common stock of Showboat  granted  to  the
      named individuals under the 1994 Plan, multiplied by the closing
      bid price of  Showboat's  common  stock  on  the  New York Stock
      Exchange on the date of grant, or $24.63 per share.   The number
      and dollar value of unvested restricted shares held on  December
      31,  1996,  based  on the closing bid price of Showboat's common
      stock of $17 1/4 share  on  December  31,  1996  was:  J.  Keith
      Wallace  -  4,500  shares  ($77,625), Jess Hinkle - 2,400 shares
      ($41,400), Dominick Gullo -  1,600  shares  ($27,600), Joseph G.
      O'Brien,   III  -  2,400  shares  ($41,400),  and  Dominick   J.
      Burzichelli - 800 shares ($13,800).
<F3>  Amounts  represented  in  this  column  equal  the number of
      shares of common stock of Showboat underlying the stock  options
      and  stock  appreciation rights granted to the named individuals
      under the 1994 Plan and the 1996 Stock Appreciation Rights Plan,
      respectively.
<F4>  Of this amount,  $37,281  represents  a  gross-up  for state
      income  taxes  incurred,  $29,148 represents a housing allowance
      and $20,000 represents moving expenses.
<F5>  Amount represents the  number  of shares of common stock of
      Showboat underlying the stock appreciation rights granted to Mr.
      Wallace under the Showboat, Inc. 1996  Stock Appreciation Rights
      Plan.
<F6>  This amount represents the vesting of 1,500 shares under the
      1994 Plan.
<F7>  This  amount  represents  $3,974  in excess  coverage  life
      insurance and $62 in medical reimbursement costs.
<F8>  This amount represents the vesting of  600  shares under the
      1994 Plan.
<F9>  This amount represents excess coverage life insurance.
<F10> This  amount  represents  $2,211  in excess coverage  life
      insurance, $242 in medical reimbursement costs,  and  $27,669 for
      moving expenses.
<F11> This  amount  represents  $929  in  excess  coverage  life
      insurance and $497 in medical reimbursement costs.
<F12> This amount represents the vesting of 600 shares under the
      1994 Plan.
<F13> This amount primarily represents $1,795 for excess coverage
      life insurance  and  medical  reimbursement  costs  and  $16,500,
      $4,129  and  $2,198  for a relocation bonus, moving expenses  and
      contributions to Mr. O'Brien's 401(k) Plan account, respectively.
<F14> This  amount  represents  $843  in  excess  coverage  life
      insurance and $1,053 in medical reimbursement costs.
<F15> This amount represents  the vesting of 200 shares under the
      1994 Plan.
<F16> This amount represents $1,326  for  medical  reimbursement
      costs, and $11,520 for moving expenses.

</FN>

</TABLE>

<TABLE>

<CAPTION>


OPTION/SAR GRANTS IN LAST FISCAL YEAR


                                                  Individual Grants

                           Number of     Percent of
                          Securities     Total Options/
                          Underlying     SARs Granted    Exercisable
                          Options/SARs   to Employees      or Base
Name                       Granted       in Fiscal          Price        Expiration
                           (#)<F1>       Year (%)        ($/SH)<F2>      Date<F3>
<S>                       <C>            <C>               <C>           <C>

J. Keith Wallace........  0/48,546        0/7.6            24.58         09/03/2006
Jess Hinkle.............         0        0                 0                0
Dominick Gullo..........   8,000/0       12.3/0            24.63         02/28/2006
Joseph G. O'Brien, III..         0        0                 0                0
Dominick J. Burzichelli.  10,000/0       15.7/0            24.63         02/28/2006

<FN>

<F1>  The  Board  of  Directors of Showboat adopted the Showboat,
      Inc. 1996 Stock Appreciation  Rights Plan, subject to shareholder
      approval at Showboat's annual meeting to be held on May 29, 1997.
      The  stock  appreciation rights  granted  under  the plan will be
      exercisable at any  time within 30 days after a change in control
      of Showboat.
<F2>  The exercise price is  greater than the closing bid price of
      Showboat's Common Stock on the  New  York  Stock  Exchange on the
      date of grant of the stock appreciation rights and the exercise
      price for the options granted under the 1994 Plan is based on the
      closing bid price of Showboat's common stock on the New York
      Stock Exchange on the date of grant.
<F3>  Stock appreciation rights granted under the plan will expire
      on  the  earlier of (i) September 3, 2006; (ii) 30 days  after  a
      change in  control  of Showboat; or (iii) upon the termination of
      employment of the key  employee  with  Showboat  other  than  for
      certain  reasons,  such  as death, disability, retirement or good
      cause.  Under the 1994 Plan, the options will expire 10 years
      following the date of grant unless earlier terminated pursuant to
      the terms of the 1994 Plan.
<F4>  For the 1996 Stock Appreciation Rights Plan, amounts are based on
      the  closing  bid price of Showboat's Common Stock of $19.375 per
      share  on  September  3,  1996,  the  date  of grant of the stock
      appreciation rights.  For the 1994 Plan, amounts are based on the
      option exercise price.

</FN>

</TABLE>

<TABLE>

<CAPTION>

                         Potential Realizable
                         Value at Assumed Annual
                              Rates of Stock
                            Price Appreciation
                           for Option/SAR Term

Name                      5% ($)<F4>        10% ($)<F4>
<S>                       <C>               <C>
J. Keith Wallace........  338,843           1,246,358
Jess Hinkle.............        0                   0
Dominick Gullo..........  123,920             314,000
Joseph G. O'Brien, III..        0                   0
Dominick J. Burzichelli.  154,900             392,500

<FN>

<F1>  The  Board  of  Directors of Showboat adopted the Showboat,
      Inc. 1996 Stock Appreciation  Rights Plan, subject to shareholder
      approval at Showboat's annual meeting to be held on May 29, 1997.
      The  stock  appreciation rights  granted  under  the plan will be
      exercisable at any  time within 30 days after a change in control
      of Showboat.
<F2>  The exercise price is  greater than the closing bid price of
      Showboat's Common Stock on the  New  York  Stock  Exchange on the
      date  of  grant of the stock appreciation rights and the exercise
      price for the options granted under the 1994 Plan is based on the
      closing  bid  price  of  Showboat's  common stock on the New York
      Stock Exchange on the date of grant.
<F3>  Stock appreciation rights granted under the plan will expire
      on  the  earlier of (i) September 3, 2006; (ii) 30 days  after  a
      change in  control  of Showboat; or (iii) upon the termination of
      employment of the key  employee  with  Showboat  other  than  for
      certain  reasons,  such  as death, disability, retirement or good
      cause.   Under  the  1994  Plan, the options will expire 10 years
      following the date of grant unless earlier terminated pursuant to
      the terms of the 1994 Plan.
<F4>  For the 1996 Stock Appreciation Rights Plan, amounts are based on
      the closing bid price of Showboat's Common Stock  of  $19.375 per
      share  on  September  3,  1996,  the  date of grant of the  stock
      appreciation rights.  For the 1994 Plan, amounts are based on the
      option exercise price.

</FN>

</TABLE>

                              -35-

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The  following  table  sets  forth:    (1)   the  beneficial
ownership of the interests in SMCP and SMFC  as   of December 31,  
1996 by each person known by SMCP and SMFC to beneficially own 5% 
or  more  of  the  outstanding  SMCP and SMFC interests; (2) each 
officer  and  director  of  Waterfront;  and  (3)  each executive 
officer  and  director  of  Showboat Indiana, Inc.,  the  general 
partner  of   Showboat  Indiana  Investment  Limited  Partnership 
("SIILP").

<TABLE>

<CAPTION>

Name and Address Of          % Ownership    % Beneficial Ownership   % Beneficial Ownership
 Beneficial Owner            Waterfront             SMCP                      SMFC

<S>                              <C>               <C>                         <C>
SMCP.........................     -                 -                         100.0%
One Showboat Place
East Chicago, Indiana 46312

Showboat Marina
 Partnership<F1>.............     -                 99.0%                      99.0%
One Showboat Place
East Chicago, Indiana 46312

Showboat Marina Investment
 Partnership<F1>.............     -                  1.0%                       1.0%
One Showboat Place
East Chicago, Indiana 46312

SIILP<F2>....................     -                 55.0%                      55.0%
2800 Fremont Street
Las Vegas, Nevada 89104

Waterfront<F3>...............     -                 45.0%                      45.0%
8101 Polo Club Drive, Suite D
Merrillville, Indiana 46410

J. Keith Wallace<F4>.........     -                 -                            -    
One Showboat Place
East Chicago, Indiana 46312
           
John D. Gaughan<F5>..........     -                 -                            -
2800 Fremont Street
Las Vegas, Nevada 89104

J.K. Houssels<F5>............     -                 -                            -
2800 Fremont Street
Las Vegas, Nevada 89104

Frank A. Modica<F5>..........     -                 -                            -
2800 Fremont Street
Las Vegas, Nevada 89104

H. Gregory Nasky<F6>.........     -                 -                            -
2800 Fremont Street
Las Vegas, Nevada 89104

J. Kell Houssels, III<F7>....     -                 -                            -
2800 Fremont Street
Las Vegas, Nevada 89104

Joseph G. O'Brien, III<F8>...     -                 -                            -
One Showboat Place
East Chicago, Indiana 46312

                                     -36-

<PAGE>

Michael A. Pannos(F9>........    37.3%             16.8%                       16.8%
8101 Polo Club Drive, Suite D
Merrillville, Indiana 46410

Thomas S. Cappas<F10>........    28.4%             12.8%                       12.8%
1802 E. Columbus Drive
East Chicago, Indiana 46312

<FN>

<F1> Showboat Marina  Partnership  and Showboat Marina Investment
     Partnership are owned 55% by SIILP and 45% by Waterfront.
<F2> SIILP is wholly owned by subsidiaries of  Showboat. Showboat
     Indiana, Inc., a Nevada subsidiary of Showboat, is the  sole
     general partner of SIILP.
<F3> Waterfront,   an   Indiana   corporation,  is  owned  by  13 
     individual  investors.  Investment  and  voting  control  of  
     Waterfront  are  vested in its stockholders and its board of 
     directors.
<F4> Mr. Wallace  is the President and Chief Executive Officer of
     SMCP, Showboat Indiana, Inc. and a Director of SMFC.
<F5> A Director of Showboat Indiana, Inc.
<F6> Mr. Nasky  is the  Secretary  and  a  Director  of  Showboat
     Indiana, Inc.
<F7> Mr. Houssels, III  is the Chairman of the Board of Directors
     of Showboat Indiana, Inc. and SMFC.
<F8> Mr. O'Brien is the Vice  President-Finance, Chief  Executive
     Officer and Treasurer of Showboat Indiana, Inc. and the Vice
     President-Finance and Chief Financial Officer of SMFC.
<F9> Michael A.  Pannos  is  a  Director  and  the  President  of
     Waterfront  and  is  Secretary  and  Director  of SMFC.  Mr. 
     Pannos'  beneficial  ownership   in   Waterfront   and   the  
     Company  includes  common  stock  of Waterfront owned by his 
     wife.
<F10>Thomas  S. Cappas is a Director, Secretary and Treasurer  of
     Waterfront and is a Director of SMFC. Mr. Cappas' beneficial
     ownership  includes  common stock of Waterfront owned by his 
     wife.

</FN>

</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     As  of  March  1,  1996  SMCP entered  into  the  Management
Agreement with SMP for a term through  December  31,  2023.   SMP
holds a 99% ownership interest in SMCP.  In consideration for the
services provided under the Management Agreement, SMCP has agreed
to  pay  SMP a management fee equal to (i) 2% of Net Revenues (as
defined in  the  Management  Agreement) and (ii) 5% of EBITDA (as
defined in the Management Agreement),  subject to the limitations
set forth in the "Restricted Payments" covenant of the Indenture.
Michael A. Pannos, a Director and Secretary of SMFC, beneficially
owns  16.8% of SMCP and Thomas S. Cappas,  a  Director  of  SMFC,
beneficially owns 12.8% of SMCP.

     SMCP  entered  into certain construction agreements with KLM
and Tonn & Blank, a joint  venture  acting  as general contractor
for  construction  of  the  Pavilion and parking  garage.   Nikos
Kefalidis, the President of KLM,  beneficially owns 3.0% of SMCP.
SMCP   has  entered  into  construction   contracts   aggregating
approximately  $45.3  as  of  December 31,  1996  inclusive  of a
management  fee  in the amount of $1.7 and general conditions fee
of $1.2 million for construction of the Pavilion, parking garage,
and site improvements.

     SMCP's Partnership  Agreement  (the "Partnership Agreement")
provides  that  each  Partner  and  its Indemnified  Persons  (as
defined therein) will not be liable,  responsible  or accountable
in  damages  or otherwise to SMCP, or to any of the Partners  (as
defined therein), for any act or omission performed or omitted by
them in good faith  on  behalf of SMCP and in a manner reasonably
believed by them to be within the scope of their authority and in
the  best  interests  of  SMCP   unless  the  acts  or  omissions
constitute either fraud, bad faith,  gross negligence, or willful
misconduct  as  determined  by  final  decision  of  a  court  of
competent jurisdiction or which occurred  prior  to the formation
of SMCP.

     In  addition,  to  the extent that, at law or in  equity,  a
Partner  or  its  Indemnified   Persons  have  duties  (including
fiduciary   duties)  and  liabilities  relating  thereto  to  the
Partner  or  to  the  Partners,  and  their  Indemnified  Persons
acting   under   SMCP   Agreement   or   otherwise  will  not  be

                              -37-

<PAGE>

liable to SMCP or to  any Partner  for  its  good  faith reliance
on the provisions of SMCP Agreement.

     At all times during 1996,  H.  Gregory  Nasky was a Director
and Secretary of Showboat Indiana, Inc.  Additionally,  Mr. Nasky
was  of  counsel  to  the  law  firm  of Kummer Kaempfer Bonner &
Renshaw,  outside  legal  counsel  to  the Company.  At all times
during 1996, John N. Brewer, a partner of  the law firm of Kummer
Kaempfer Bonner & Renshaw, was an Assistant Secretary of Showboat
Indiana,  Inc.  and an Assistant Secretary of  SMFC  since  March
1996.  During 1996,  the  law  firm  of  Kummer Kaempfer Bonner &
Renshaw was paid $448,819 by Showboat Marina  Casino  Partnership
(including for its initial public securities offering and related
general matters).

PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
             ON FORM 8-K

(a)  1.   Financial Statements

          The following consolidated financial statements of SMCP
          and its Predecessor (where applicable) are included  in
          Part II, Item 8: Financial Statements and Supplementary
          Data, of this report:

          Report of Independent Auditors

          Consolidated Balance Sheet as of December 31, 1996.

          Consolidated  Statements  of  Operations for the Period
          from  March 29,  1996  (commencement   of  development)
          through  December 31, 1996 and cumulative  period  from
          January 31, 1994 (inception) through December 31, 1996.

          Consolidated  Statement  of  Partners'  Capital for the
          Period    from   March 29,   1996   (commencement    of
          development) through December 31, 1996.

          Consolidated  Statements  of  Cash Flows for the Period
          from  March 29,  1996  (commencement   of  development)
          through December 31, 1996 - SMCP - and the  Period from
          January 1, 1996 through March 28, 1996, the year  ended
          December 31, 1995, and the period from January 31, 1994
          (inception) through December 31, 1994 - Predecessor and
          the cumulative period from January 31, 1994 (inception)
          through December 31, 1996.

          Notes to Consolidated Financial Statements.

     2.   Financial Statement Schedules

          All   schedules   are  omitted  because  they  are  not
          required, inapplicable, or the information is otherwise
          shown in the financial statements or notes thereto.

                                 -38-

<PAGE>
     
     3.   Exhibits

<TABLE>

NUMBER   EXHIBIT DESCRIPTION
<S>      <C>

3.01     Articles  of  Incorporation  of  Showboat Marina Finance
         Corporation,   filed   March  7,  1996, are incorporated
         herein  by   reference  from  the  Company's  (SEC  File 
         No. 33-4402) Registration Statement on Form S-4 filed on
         May 3, 1996, Part II, Item 21, Exhibit 3.01.

3.02     Bylaws  of Showboat Marina Finance Corporation certified
         March  21,  1996, are incorporated herein  by  reference
         from  the  Company's (SEC File No. 33-4402) Registration
         Statement  on  Form S-4 filed on May 3, 1996,  Part  II,
         Item 21, Exhibit 3.02.
          
3.03     Partnership  Agreement  by and between  Showboat  Marina
         Partnership  and Showboat Marina Investment  Partnership
         dated  as  of March 1, 1996, is incorporated  herein  by
         reference  from  the Company's (SEC  File  No.  33-4402)
         Registration Statement on Form S-4 filed on May 3, 1996,
         Part II, Item 21, Exhibit 3.03.
          
4.01     Indenture  dated  as of March 28, 1996,  among  Showboat
         Marina   Casino  Partnership,  Showboat  Marina  Finance
         Corporation,  Donaldson, Lufkin  &  Jenrette  Securities
         Corporation,  Nomura  Securities  International,   Inc.,
         Bear,  Stearns  &  Co. Inc. and American  Bank  National
         Association,  as  trustee, relating to the 13 1/2 Series
         A and  Series B  First  Mortgage  Notes  due  2003,   is
         incorporated herein by reference from the Company's (SEC
         File  No.  33-4402) Registration Statement on  Form  S-4
         filed on May 3, 1996, Part II, Item 21, Exhibit 4.01.
          
4.02     A/B  Exchange Registration Rights Agreement dated as  of
         March 28, 1996 among Showboat Marina Casino Partnership,
         Showboat Marina Finance Corporation, Donaldson, Lufkin &
         Jenrette   Securities  Corporation,  Nomura   Securities
         International,  Inc. and Bear, Stearns &  Co.  Inc.,  is
         incorporated herein by reference from the Company's (SEC
         File  No.  33-4402) Registration Statement on  Form  S-4
         filed on May 3, 1996, Part II, Item 21, Exhibit 4.02.
          
4.03     Specimen  of  13 1/2%  Series B First Mortgage Notes due
         2003 is  incorporated   herein  by  reference  from  the
         Company's (SEC File  No. 33-4402) Registration Statement
         on  Form S-4,  Amendment  No. 1, filed on June 24, 1996,
         Part  II, Item 21, Exhibit 4.03.
          
4.04     Form  of Letter of Transmittal to American Bank National
         Association as Exchange Agent for exchange  of   13 1/2%
         Series  A  First Mortgage Notes due 2003 is incorporated
         herein by reference from the Company's (SEC File No. 33-
         4402) Registration Statement on Form S-4, Amendment  No.
         1,  filed  on  June 24, 1996, Part II, Item 21,  Exhibit
         4.04.
          
10.01    Management  Agreement  dated  March  28,  1996,  by  and
         between  Showboat Marina Casino Partnership and Showboat
         Marina  Partnership is incorporated herein by  reference
         from  the  Company's (SEC File No. 33-4402) Registration
         Statement  on  Form S-4 filed on May 3, 1996,  Part  II,
         Item 21, Exhibit 10.01.

                            -39-

<PAGE>

NUMBER   EXHIBIT DESCRIPTION
          
10.02    Completion  Guarantee  dated  March  28,  1996,  by  and
         between   Showboat,  Inc.  and  American  Bank  National
         Association,  as  trustee,  is  incorporated  herein  by
         reference  from  the Company's (SEC  File  No.  33-4402)
         Registration Statement on Form S-4 filed on May 3, 1996,
         Part II, Item 21, Exhibit 10.02.


10.03    Completion Guarantor Subordination Agreement dated March
         28,  1996,  by  and between Showboat, Inc. and  American
         Bank  National Association, as trustee, is  incorporated
         herein by reference from the Company's (SEC File No. 33-
         4402) Registration Statement on Form S-4 filed on May 3,
         1996, Part II, Item 21, Exhibit 10.03.
          
10.04    Standby Equity Commitment dated March 28, 1996,  by  and
         among   Showboat  Marina  Casino  Partnership,  Showboat
         Marina  Finance  Corporation  and  Showboat,  Inc.,   is
         incorporated herein by reference from the Company's (SEC
         File  No.  33-4402) Registration Statement on  Form  S-4
         filed on May 3, 1996, Part II, Item 21, Exhibit 10.04.
          
10.05    Manager's   Consent  and  Subordination  of   Management
         Agreement dated March 28, 1996, by and between  Showboat
         Marina    Casino   Partnership   and   Showboat   Marina
         Partnership,  is incorporated herein by  reference  from
         the   Company's  (SEC  File  No.  33-4402)  Registration
         Statement  on Form S-4, Amendment No. 1, filed  on  June
         24, 1996, Part II, Item 21, Exhibit 10.05.
          
10.06    Leasehold  Mortgage, Assignment of  Rents  and  Security
         Agreement  dated  March 28, 1996 and  made  by  Showboat
         Marina  Casino  Partnership to  American  Bank  National
         Association,  as  trustee,  is  incorporated  herein  by
         reference  from  the Company's (SEC  File  No.  33-4402)
         Registration Statement on Form S-4 filed on May 3, 1996,
         Part II, Item 21, Exhibit 10.06.
          
10.07    Escrow and Disbursement Agreement, dated March 28, 1996,
         by   and   among  Showboat  Marina  Casino  Partnership,
         Showboat  Marina Finance Corporation and Showboat,  Inc.
         (as  escrow  agent and disbursement agent) and  American
         Bank  National Association, as trustee, is  incorporated
         herein by reference from the Company's (SEC File No. 33-
         4402) Registration Statement on Form S-4, Amendment  No.
         2,  filed  on  July 8, 1996, Part II, Item  21,  Exhibit
         10.07.
          
10.08    Security  Agreement dated March 28, 1996, among Showboat
         Marina   Casino  Partnership,  Showboat  Marina  Finance
         Corporation  and American Bank National Association,  as
         trustee,  is incorporated herein by reference  from  the
         Company's  (SEC File No. 33-4402) Registration Statement
         on  Form  S-4  filed on May 3, 1996, Part II,  Item  21,
         Exhibit 10.08.
          
10.09    Environmental Indemnity Agreement dated March 28,  1996,
         by and between Showboat, Inc. and American Bank National
         Association is incorporated herein by reference from the
         Company's  (SEC File No. 33-4402) Registration Statement
         on  Form  S-4  filed on May 3, 1996, Part II,  Item  21,
         Exhibit 10.09.

                                -40-

<PAGE>

NUMBER   EXHIBIT DESCRIPTION
          
10.10    Assignment  of Contracts and Documents dated  March  28,
         1996,  by and between Showboat Marina Casino Partnership
         and  American Bank National Association, as trustee,  is
         incorporated herein by reference from the Company's (SEC
         File  No.  33-4402) Registration Statement on  Form  S-4
         filed on May 3, 1996, Part II, Item 21, Exhibit 10.10.
                                
10.11    Shipbuilding Contract between Atlantic Marine, Inc.  and
         Showboat Marina Casino Partnership, dated as of March 8,
         1996,  is  incorporated  herein by  reference  from  the
         Company's  (SEC File No. 33-4402) Registration Statement
         on  Form  S-4  filed on May 3, 1996, Part II,  Item  21,
         Exhibit 10.11.
          
10.12    Economic Betterment Commitment Letter Agreement  between
         the  City  of East Chicago, Indiana and Showboat  Marina
         Casino Partnership, dated April 8, 1994, is incorporated
         herein by reference from the Company's (SEC File No. 33-
         4402) Registration Statement on Form S-4 filed on May 3,
         1996, Part II, Item 21, Exhibit 10.12.
          
10.13    Economic Betterment Commitment Letter Agreement  between
         the  City  of East Chicago, Indiana and Showboat  Marina
         Casino   Partnership,   dated   April   18,   1995,   is
         incorporated herein by reference from the Company's (SEC
         File  No.  33-4402) Registration Statement on  Form  S-4
         filed on May 3, 1996, Part II, Item 21, Exhibit 10.13.
          
10.14    Noncompetition  Agreement by  and  between  the  Indiana
         Gaming    Commission,   Showboat,    Inc.,    Waterfront
         Entertainment and Development, Inc., and Showboat Marina
         Partnership,  dated December 15, 1995,  is  incorporated
         herein by reference from the Company's (SEC File No. 33-
         4402) Registration Statement on Form S-4 filed on May 3,
         1996, Part II, Item 21, Exhibit 10.14.
          
10.15    Redevelopment  Project  Lease by  and  between  Showboat
         Marina   Partnership  and  the  City  of  East   Chicago
         Department of Redevelopment, dated October 19, 1995,  is
         incorporated herein by reference from the Company's (SEC
         File  No.  33-4402) Registration Statement on  Form  S-4
         filed on May 3, 1996, Part II, Item 21, Exhibit 10.15.
          
10.16    Asset  Transfer Agreement by and between Showboat Marina
         Partnership  and  Showboat  Marina  Casino  Partnership,
         dated  as  of March 27, 1996, is incorporated herein  by
         reference  from  the Company's (SEC  File  No.  33-4402)
         Registration Statement on Form S-4 filed on May 3, 1996,
         Part II, Item 21, Exhibit 10.16.

10.17    Agreement; General Contractor dated April 30,  1996,  by
         and  between Showboat Marina Casino Partnership and Tonn
         &  Blank,  Inc., in Joint Venture with KLM Construction,
         Inc.,  is  incorporated  herein by  reference  from  the
         Company's  (SEC  File No. 001-12419) Report on Form 10-Q
         for the Period Ended June 30, 1996, Part II, Item  6(a),
         Exhibit 10.01.

                              -41-

<PAGE>

NUMBER   EXHIBIT DESCRIPTION

10.18    EJCDC  -  Standard Form of Agreement, as modified  dated
         May  13,  1996,  by and between Showboat  Marina  Casino
         Partnership and Luhr Bros., Inc., is incorporated herein
         by reference from the Company's (SEC File No. 001-12419)
         Report on Form 10-Q for the Period Ended June 30,  1996,
         Part II, Item 6(a), Exhibit 10.02.
                               
10.19    Equipment Lease Commitment, dated as of August 26, 1996,
         by  and  between the Showboat Marina Casino  Partnership
         and PDS Financial Corporation, is incorporated herein by
         reference from  the Company's (SEC  File  No. 001-12419)
         Report  on Form 10-Q for the Period Ended September  30,
         1996, Part II, Item 6(a), Exhibit 10.01.
          
10.20    Ground  Lease,  dated as of October  22,  1996,  by  and
         between  Showboat  Marina Casino  Partnership  and  3600
         Michigan Company Ltd.
          
10.21    Equipment  Lease  Commitment, dated as of  November  21,
         1996   by   and  between  the  Showboat  Marina   Casino
         Partnership and Finova Capital Corporation.
          
21.01    List   of   the  Showboat  Marina  Casino  Partnership's
         Subsidiaries.
          
27.01    Financial Data Schedule

</TABLE>

(b)  REPORTS ON FORM 8-K

     No reports on Form 8-K have been filed by the Company during
the last quarter of the period covered by this Form 10-K.

                              -42-
                                
<PAGE>

                           SIGNATURES
                                
     Pursuant to the requirements of Section 13 or 15(d)  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:  March 24, 1997

<TABLE>

<CAPTION>

                                  SHOWBOAT MARINA CASINO
                                  PARTNERSHIP, an Indiana
                                  general partnership
<S> <C>                           <C>   <C>
By: SHOWBOAT MARINA INVESTMENT    By:   SHOWBOAT MARINA
    PARTNERSHIP, an Indiana             PARTNERSHIP, an Indiana
    general partnership, a              general partnership, a
    general partner                     general partner
                                        
By: SHOWBOAT INDIANA INVESTMENT   By:   SHOWBOAT INDIANA
    LIMITED PARTNERSHIP, a              INVESTMENT LIMITED
    Nevada limited partnership,         PARTNERSHIP, a Nevada
    a general partner                   limited partnership, a
                                        general partner
                                        
By: SHOWBOAT INDIANA, INC., a     By:   SHOWBOAT INDIANA, INC.,
    Nevada corporation, its             a Nevada corporation,
    general partner                     its general partner
                                        
                                        
    /s/ J. Keith Wallace                /s/ J. Keith Wallace
    J. Keith Wallace                    J. Keith Wallace
    President and Chief                 President and Chief
    Executive Officer                   Executive Officer
                                        
                                        
By: WATERFRONT ENTERTAINMENT AND  By:   WATERFRONT ENTERTAINMENT
    DEVELOPMENT, INC., an               AND DEVELOPMENT, INC.,
    Indiana corporation, a              an Indiana corporation,
    general partner                     a general partner
                                        
                                        
    /s/ Michael A. Pannos               /s/ Michael A. Pannos
    Michael A. Pannos                   Michael A. Pannos
    President                           President
                                        
                                        
                                  SHOWBOAT MARINA FINANCE
                                  CORPORATION, a Nevada
                                  corporation
                                        
                                        
                                        /s/ Michael A. Pannos
                                  By:   Michael A. Pannos
                                        Secretary
     
     
</TABLE>

                              -43-
                                
<PAGE>

<TABLE>

<CAPTION>

     Pursuant to the requirements of the Securities Exchange  Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.


     SIGNATURES                    TITLE               DATE
<S>                          <C>                     <C>    

SHOWBOAT MARINA               General Partner of     March 24, 1997
PARTNERSHIP, an Indiana       Showboat Marina
general partnership           Casino Partnership
                                                     
By:  SHOWBOAT INDIANA                                       
     INVESTMENT LIMITED
     PARTNERSHIP, a Nevada
     limited partnership, a
     general partner of
     Showboat Marina
     Partnership
                                                            
By:  SHOWBOAT INDIANA,
     INC., a Nevada
     corporation, its
     general partner
                                                            
     /s/ J. Keith Wallace
     J. Keith Wallace                                       
     President and
     Chief Executive
     Officer
                                                            
                                                            
By:  WATERFRONT                                             
     ENTERTAINMENT AND
     DEVELOPMENT, INC., an
     Indiana corporation, a
     general partner of
     Showboat Marina
     Partnership
                                                            
     /s/ Michael A. Pannos
     Michael A. Pannos                                      
     President                                              

                              -44-
                                
<PAGE>

     SIGNATURES                    TITLE               DATE


SHOWBOAT MARINA INVESTMENT    General Partner of     March 24, 1997
PARTNERSHIP                   Showboat Marina
                              Casino Partnership
                                                            
By:  SHOWBOAT INDIANA                                       
     INVESTMENT LIMITED
     PARTNERSHIP, a Nevada
     limited partnership, a
     general partner of
     Showboat Marina
     Investment Partnership
                                                            
By:  SHOWBOAT INDIANA ,                                     
     INC., a Nevada
     corporation, its
     general partner
                                                            
     /s/ J. Keith Wallace
     J. Keith Wallace                                       
     President and
     Chief Executive
     Officer
                                                            
                                                            
By:  WATERFRONT                                             
     ENTERTAINMENT AND
     DEVELOPMENT, INC., an
     Indiana corporation, a
     general partner of
     Showboat Marina
     Investment Partnership
                                                            
     /s/ Michael A. Pannos
     Michael A. Pannos                                      
     President                                              

                              -45-
                                
<PAGE>

     SIGNATURES                    TITLE               DATE


                             President and Chief     March 24, 1997
     /s/ J. Keith Wallace    Executive Officer
     J. Keith Wallace        of Showboat Indiana, 
                             Inc. (Principal 
                             Executive Officer of 
                             Showboat Indiana, Inc.)
                                                            
                             Vice President Finance  March 24, 1997
                             and Chief Financial
                             Officer of Showboat
                             Indiana, Inc. 
                             (Principal Financial
     /s/ Joseph O'Brien, III and Accounting Officer
     Joseph O'Brien, III     of Showboat Indiana,           
                             Inc.)
                             
                                                            
                             
     /s/ J.K. Houssels       Director of Showboat    March 24, 1997
     J.K. Houssels           Indiana, Inc.                               
                                                            
                                                            
                             
     /s/ John D. Gaughan     Director of Showboat    March 24, 1997
     John D. Gaughan         Indiana, Inc.                  
                                                            
                                                            
                             
     /s/ Frank A. Modica     Director of Showboat    March 24, 1997
     Frank A. Modica         Indiana, Inc.                  
                                                            
                                                            
                             
     /s/ H. Gregory Nasky    Director of Showboat    March 24, 1997
     H. Gregory Nasky        Indiana, Inc.                  
                                                            
                                                            
                             
     /s/ J.K. Houssels, III  Director of Showboat    March 24, 1997
     J.K. Houssels, III      Indiana, Inc.                  
                                                            
                                                            
                             Director and President  March 24, 1997
                             of Waterfront
     /s/ Michael A. Pannos   Entertainment and
     Michael A. Pannos       Development, Inc.              
                             (Principal Executive
                             Officer of Waterfront
                             Entertainment and
                             Development, Inc.
                                                            
                              -46-

<PAGE>

     SIGNATURES                   TITLE                DATE


                             Director and Treasurer  March 24, 1997
    /s/ Thomas S. Cappas     (Principal
    Thomas S. Cappas         Financial and                  
                             Accounting Officer) of
                             Waterfront
                             Entertainment and
                             Development, Inc.
                                                            
                                                            
                             
  /s/ Joseph G. O'Brien, III Vice President Finance  March 24, 1997
    Joseph G. O'Brien, III   Finance and Chief
                             Financial Officer
                             (Principal Financial
                             and Accounting Officer
                             of SMFC
                             
                                                            
                                                            
                             
   /s/ J. Kell Houssels, III Director, President     March 24, 1997
    J. Kell Houssels, III    and Chief Executive
                             Officer of SMFC
                             
                                                            
                                                            
    /s/ Mark J. Miller       Director of SMFC        March 24, 1997
    Mark J. Miller                                        
                                                            
                                                            
    /s/ Michael A. Pannos    Director of SMFC        March 24, 1997
    Michael A. Pannos
                                                            
                                                            
    /s/ Thomas S. Cappas     Director of SMFC        March 24, 1997
    Thomas S. Cappas
                                                            
                                                            
    /s/ J. Keith Wallace     Director of SMFC        March 24, 1997
    J. Keith Wallace

</TABLE>

                              -47-

<PAGE>

<TABLE>

<CAPTION>

                             EXHIBIT INDEX

NUMBER  EXHIBIT DESCRIPTION                                    PAGE
<S>     <C>                                                    <C>

3.01    Articles  of Incorporation of Showboat Marina  Finance 
        Corporation,  filed  March 7, 1996,  are  incorporated
        herein  by reference from the Company's (SEC File  No.
        33-4402)  Registration Statement on Form S-4 filed  on
        May 3, 1996, Part II, Item 21, Exhibit 3.01.
                                                               
3.02    Bylaws   of   Showboat   Marina  Finance   Corporation 
        certified  March 21, 1996, are incorporated herein  by
        reference  from the Company's (SEC File  No.  33-4402)
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 3.02.
                                                               
3.03    Partnership  Agreement by and between Showboat  Marina 
        Partnership    and    Showboat    Marina    Investment
        Partnership   dated   as  of   March   1,   1996,   is
        incorporated  herein by reference from  the  Company's
        (SEC  File No. 33-4402) Registration Statement on Form
        S-4  filed  on May 3, 1996, Part II, Item 21,  Exhibit
        3.03.
                                                               
4.01    Indenture  dated as of March 28, 1996, among  Showboat 
        Marina  Casino  Partnership, Showboat  Marina  Finance
        Corporation,  Donaldson, Lufkin & Jenrette  Securities
        Corporation,  Nomura  Securities International,  Inc.,
        Bear,  Stearns  & Co. Inc. and American Bank  National
        Association, as trustee, relating to the 13 1/2 Series
        A and  Series B First  Mortgage  Notes  due  2003,  is
        incorporated  herein by reference from  the  Company's
        (SEC  File No. 33-4402) Registration Statement on Form
        S-4  filed  on May 3, 1996, Part II, Item 21,  Exhibit
        4.01.
                                                               
4.02    A/B  Exchange Registration Rights Agreement  dated  as 
        of   March  28,  1996  among  Showboat  Marina  Casino
        Partnership,   Showboat  Marina  Finance  Corporation,
        Donaldson,  Lufkin & Jenrette Securities  Corporation,
        Nomura   Securities  International,  Inc.  and   Bear,
        Stearns   &  Co.  Inc.,  is  incorporated  herein   by
        reference  from the Company's (SEC File  No.  33-4402)
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 4.02.
                                                               
4.03    Specimen of 13 1/2% Series B First Mortgage Notes  due 
        2003  is  incorporated herein by  reference  from  the
        Company's   (SEC   File   No.  33-4402)   Registration
        Statement on Form S-4, Amendment No. 1, filed on  June
        24, 1996, Part II, Item 21, Exhibit 4.03.
                                                               
4.04    Form   of  Letter  of  Transmittal  to  American  Bank 
        National  Association as Exchange Agent  for  exchange
        of 13 1/2% Series A First Mortgage Notes due  2003  is
        incorporated  herein by reference from  the  Company's
        (SEC  File No. 33-4402) Registration Statement on Form
        S-4,  Amendment  No. 1, filed on June 24,  1996,  Part
        II, Item 21, Exhibit 4.04.
                                                               
10.01   Management  Agreement dated March  28,  1996,  by  and 
        between   Showboat  Marina  Casino   Partnership   and
        Showboat  Marina Partnership is incorporated herein by

                              -48-

<PAGE>

NUMBER  EXHIBIT DESCRIPTION                                    PAGE

        reference  from the Company's (SEC File  No.  33-4402) 
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 10.01.
                                                               
10.02   Completion  Guarantee dated March  28,  1996,  by  and 
        between  Showboat,  Inc.  and American  Bank  National
        Association,  as  trustee, is incorporated  herein  by
        reference  from the Company's (SEC File  No.  33-4402)
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 10.02.
                                                               
10.03   Completion  Guarantor  Subordination  Agreement  dated 
        March  28,  1996,  by and between Showboat,  Inc.  and
        American  Bank  National Association, as  trustee,  is
        incorporated  herein by reference from  the  Company's
        (SEC  File No. 33-4402) Registration Statement on Form
        S-4  filed  on May 3, 1996, Part II, Item 21,  Exhibit
        10.03.
                                                               
10.04   Standby  Equity Commitment dated March  28,  1996,  by 
        and   among   Showboat   Marina  Casino   Partnership,
        Showboat  Marina  Finance  Corporation  and  Showboat,
        Inc.,  is  incorporated herein by reference  from  the
        Company's   (SEC   File   No.  33-4402)   Registration
        Statement on Form S-4 filed on May 3, 1996,  Part  II,
        Item 21, Exhibit 10.04.
                                                               
10.05   Manager's  Consent  and  Subordination  of  Management 
        Agreement  dated  March  28,  1996,  by  and   between
        Showboat   Marina  Casino  Partnership  and   Showboat
        Marina   Partnership,   is  incorporated   herein   by
        reference  from the Company's (SEC File  No.  33-4402)
        Registration Statement on Form S-4, Amendment  No.  1,
        filed  on  June  24, 1996, Part II, Item  21,  Exhibit
        10.05.
                                                               
10.06   Leasehold  Mortgage, Assignment of Rents and  Security 
        Agreement  dated March 28, 1996 and made  by  Showboat
        Marina  Casino  Partnership to American Bank  National
        Association,  as  trustee, is incorporated  herein  by
        reference  from the Company's (SEC File  No.  33-4402)
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 10.06.
                                                               
10.07   Escrow  and  Disbursement Agreement, dated  March  28, 
        1996,    by   and   among   Showboat   Marina   Casino
        Partnership,  Showboat Marina Finance Corporation  and
        Showboat,  Inc.  (as  escrow  agent  and  disbursement
        agent)  and  American  Bank National  Association,  as
        trustee, is incorporated herein by reference from  the
        Company's   (SEC   File   No.  33-4402)   Registration
        Statement on Form S-4, Amendment No. 2, filed on  July
        8, 1996, Part II, Item 21, Exhibit 10.07.
                                                               
10.08   Security   Agreement  dated  March  28,  1996,   among 
        Showboat  Marina  Casino Partnership, Showboat  Marina
        Finance   Corporation  and  American   Bank   National
        Association,  as  trustee, is incorporated  herein  by
        reference  from the Company's (SEC File  No.  33-4402)
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 10.08.

                              -49-

<PAGE>

NUMBER  EXHIBIT DESCRIPTION                                    PAGE

10.09   Environmental  Indemnity  Agreement  dated  March  28, 
        1996, by and between Showboat, Inc. and American  Bank
        National   Association  is  incorporated   herein   by
        reference  from the Company's (SEC File  No.  33-4402)
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 10.09.
                                                               
10.10   Assignment of Contracts and Documents dated March  28, 
        1996,   by   and   between  Showboat   Marina   Casino
        Partnership  and  American Bank National  Association,
        as  trustee, is incorporated herein by reference  from
        the  Company's  (SEC  File No.  33-4402)  Registration
        Statement on Form S-4 filed on May 3, 1996,  Part  II,
        Item 21, Exhibit 10.10.
                                                               
10.11   Shipbuilding  Contract between Atlantic  Marine,  Inc. 
        and  Showboat Marina Casino Partnership, dated  as  of
        March  8,  1996, is incorporated herein  by  reference
        from    the   Company's   (SEC   File   No.   33-4402)
        Registration  Statement on Form S-4 filed  on  May  3,
        1996, Part II, Item 21, Exhibit 10.11.
                                                               
10.12   Economic   Betterment  Commitment   Letter   Agreement 
        between   the  City  of  East  Chicago,  Indiana   and
        Showboat  Marina Casino Partnership,  dated  April  8,
        1994,  is  incorporated herein by reference  from  the
        Company's   (SEC   File   No.  33-4402)   Registration
        Statement on Form S-4 filed on May 3, 1996,  Part  II,
        Item 21, Exhibit 10.12.
                                                               
10.13   Economic   Betterment  Commitment   Letter   Agreement 
        between   the  City  of  East  Chicago,  Indiana   and
        Showboat  Marina Casino Partnership, dated  April  18,
        1995,  is  incorporated herein by reference  from  the
        Company's   (SEC   File   No.  33-4402)   Registration
        Statement on Form S-4 filed on May 3, 1996,  Part  II,
        Item 21, Exhibit 10.13.
                                                               
10.14   Noncompetition  Agreement by and between  the  Indiana 
        Gaming    Commission,   Showboat,   Inc.,   Waterfront
        Entertainment  and  Development,  Inc.,  and  Showboat
        Marina  Partnership,  dated  December  15,  1995,   is
        incorporated  herein by reference from  the  Company's
        (SEC  File No. 33-4402) Registration Statement on Form
        S-4  filed  on May 3, 1996, Part II, Item 21,  Exhibit
        10.14.
                                                               
10.15   Redevelopment  Project Lease by and  between  Showboat 
        Marina  Partnership  and  the  City  of  East  Chicago
        Department of Redevelopment, dated October  19,  1995,
        is   incorporated   herein  by  reference   from   the
        Company's   (SEC   File   No.  33-4402)   Registration
        Statement on Form S-4 filed on May 3, 1996,  Part  II,
        Item 21, Exhibit 10.15.
                                                               
10.16   Asset  Transfer  Agreement  by  and  between  Showboat 
        Marina   Partnership   and  Showboat   Marina   Casino
        Partnership,   dated  as  of  March   27,   1996,   is
        incorporated  herein by reference from  the  Company's
        (SEC  File No. 33-4402) Registration Statement on Form
        S-4  filed  on May 3, 1996, Part II, Item 21,  Exhibit
        10.16.

                              -50-
                                
<PAGE>

NUMBER  EXHIBIT DESCRIPTION                                    PAGE

10.17   Agreement;  General Contractor dated April  30,  1996, 
        by  and between Showboat Marina Casino Partnership and 
        Tonn  &  Blank,  Inc.,  in  Joint  Venture  with   KLM
        Construction,   Inc.,   is  incorporated   herein   by
        reference  from the Company's (SEC File No. 001-12419)
        Report  on  Form  10-Q for the Period Ended  June  30,
        1996, Part II, Item 6(a), Exhibit 10.01.

10.18   EJCDC  - Standard Form of Agreement, as modified dated 
        May  13,  1996, by and between Showboat Marina  Casino 
        Partnership  and  Luhr  Bros., Inc.,  is  incorporated
        herein  by reference from the Company's (SEC File  No.
        001-12419)  Report on Form 10-Q for the  Period  Ended
        June 30, 1996, Part II, Item 6(a), Exhibit 10.02.
                                                               
10.19   Equipment  Lease Commitment, dated as  of  August  26, 
        1996   by  and  between  the  Showboat  Marina  Casino
        Partnership   and   PDS  Financial   Corporation,   is
        incorporated  herein by reference from  the  Company's
        (SEC  File No. 001-12419) Report on Form 10-Q for  the
        Period  Ended September 30, 1996, Part II, Item  6(a),
        Exhibit 10.01.
                                                               
10.20   Ground  Lease, dated as of October 22,  1996,  by  and   52
        between  Showboat Marina Casino Partnership  and  3600 
        Michigan Company Ltd.
                                                               
10.21   Equipment  Lease Commitment, dated as of November  21,   63
        1996   by  and  between  the  Showboat  Marina  Casino 
        Partnership and Finova Capital Corporation.
                                                               
21.01   List  of  the  Showboat  Marina  Casino  Partnership's   73
        Subsidiaries.
                                                               
27.01   Financial Data Schedule                                  75

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