<PAGE>

                          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, 1997
                             -------------------------------
    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from            to
                                  ------------  ------------
Commission file number    001-12419
                      --------------------------------------
               Showboat Marina Casino Partnership
               Showboat Marina Finance Corporation
------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

            Indiana                              35-1978576
            Nevada                               88-0356197
------------------------------     -------------------------------------
State or other jurisdiction of     (I.R.S.  Employer Identification No.)
incorporation or organization

One Showboat Place, East Chicago, Indiana           46312
------------------------------------------------------------------------
(Address of principal executive offices)          (Zip Code)

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 Notes
            Notes Due 2003                      New York Stock Exchange
-------------------------------------- -----------------------------------------

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. [ ] 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 1, 1998.

               DOCUMENTS INCORPORATED BY REFERENCE

     Not applicable.

                               -2-

<PAGE>

PART I

ITEM 1.   BUSINESS

GENERAL

      The  Indiana  Gaming Commission (the "Indiana  Commission")
issued  on  April 15, 1997, subject to the completion of  certain
regulatory  inspections, a riverboat owner's license to  Showboat
Marina Casino Partnership, an Indiana general partnership ("SMCP"
or  "Partnership") to operate the sole licensed  gaming  facility
located  at  East  Chicago, Indiana on Lake Michigan  (the  "East
Chicago Showboat").  Upon successful completion of the regulatory
inspections, SMCP commenced public operations on April 18, 1997.

      SMCP was organized as of March 1, 1996, and 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  East  Chicago  Showboat.   SMCP  and  SMFC
(collectively  the "Company") own and operate  the  East  Chicago
Showboat.    Showboat,   Inc.,   a   Nevada   corporation   which
beneficially  owns a 55% interest in SMCP ("Showboat"),  designed
the  East Chicago Showboat and provided assistance in developing,
constructing,  equipping and opening the East  Chicago  Showboat.
The  remaining  45% partnership interest of SMCP is  beneficially
owned   by   Waterfront  Entertainment  and   Development,   Inc.
("Waterfront"),  a  corporation  primarily  composed  of  Indiana
businessmen.  Showboat continues to provide assistance to SMCP in
operating   the   East   Chicago   Showboat.    Showboat   Marina
Partnership, an Indiana general partnership and the owner of  99%
of   the  partnership  interests  of  SMCP  (the  "Manager,"  the
"Predecessor"  or  "SMP"),  manages  the  East  Chicago  Showboat
pursuant  to  a  management agreement.  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.    SMP   contributed
substantially all of its assets and liabilities to SMCP following
its  organization.  SMP's principal offices are also  located  at
One  Showboat  Place,  East Chicago, Indiana  and  its  telephone
number is (219) 378-3000.

NARRATIVE DESCRIPTION OF BUSINESS

      On  April  18,  1997, the East Chicago  Showboat  commenced
gaming  operations.  Prior to commencement of operations,  SMCP's
activities  had  been  limited to applying  for  the  appropriate
gaming  licenses  and  securing  the  land  for,  arranging   for
construction  of,  finalizing  the design  of,  construction  and
development   and  obtaining  financing  for  the  East   Chicago
Showboat.

      The  East  Chicago Showboat is located on approximately  27
acres  of leased land at Pastrick Marina, approximately 12  miles
from  Chicago,  Illinois.  The East Chicago Showboat  is  located
directly  off  Indiana  State Highway  912,  a  six-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.

                               -3-

<PAGE>

      The  East  Chicago  Showboat consists of  an  approximately
100,000  square foot, state-of-the-art, five level casino  vessel
(the  "Casino Vessel"), an  approximately  100,000  square  foot,
land-based  pavilion  (the  "Pavilion"), an  approximately  1,800
space parking  garage (which  parking  garage  is attached to the
Pavilion  via  enclosed  walkways  which  protect customers  from
inclement weather)  and surface  parking for  an additional 1,200
automobiles for  use  by  customers  and  employees.   There  are
available  600 additional off-site parking spaces for  employees.
A  festive Mardi  Gras  party atmosphere is replicated throughout
the  East  Chicago  Showboat by use of murals, street performers,
a  highly themed hydraulic bandstand and entertainers.

     The Casino Vessel which includes approximately 53,000 square
feet  of  gaming  space  on  four of its  five  levels,  features
approximately  1,700  slot machines and  approximately  82  table
games  (including  poker tables), and accommodates  approximately
3,750  passengers.   The highest level of the Casino  Vessel,  in
addition to a gaming area, contains a passenger lounge, snack bar
and  cocktail lounge.  The lowest level of the Casino  Vessel  is
used as administrative support areas for the Casino Vessel.   The
Casino  Vessel  resembles 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  offers
gaming  365  days  per  year and provides its  customers  a  wide
variety  of  table games and slot machines of varying  types  and
denominations.  SMCP operates the Casino Vessel approximately  20
hours each day in a series of excursions lasting two hours each.

      The  Pavilion  consists of three floors.  The  first  floor
public  area  consists of a lobby.  Customers  proceed  from  the
first  floor lobby to the second floor public area.   The  second
floor  public area of the Pavilion includes a reception  desk,  a
gift  shop, a buffet, a hydraulic bandstand platform, an  upscale
restaurant  and a cocktail lounge and is connected to the  Casino
Vessel  via an enclosed walkway.  The first floor of the Pavilion
also   contains   executive   offices,  administrative   offices,
accounting  and  employee support areas and receiving  platforms.
The third level houses a VIP lounge and an additional walkway  to
the Casino Vessel for additional boarding during peak periods.

FINANCIAL INFORMATION

      The primary source of revenue and income to the Company  is
from  the  gaming operations of the Casino Vessel,  although  the
Company  views  the  restaurants, bars, and  special  events  and
services to be important adjuncts to the gaming operations of the
East  Chicago  Showboat.  At December 31, 1997, the East  Chicago
Showboat  featured  the  following  approximate  number  of  slot
machines  and table games:  1,700 slot machines, 43 "21"  tables,
11 poker tables, 7 "Craps" tables, 8 roulette tables, 8 Caribbean
stud  poker tables, 3 mini-baccarat tables and 2 big six  wheels.
Slot machines accounted for 71.2% of casino revenues for the year
ended  December 31, 1997.  See "Item 8. Financial Statements  and
Supplementary Data" for additional financial information  on  the
Company.

     The following table sets forth the contribution to total net
revenues on a dollar and percentage basis of the Company's  major
activities  at  the  East Chicago Showboat  for  the  year  ended
December 31, 1997.

                               -4-

<PAGE>

<TABLE>

<CAPTION>

                                  YEAR ENDED DECEMBER 31, 1997
                                  ----------------------------
                                     AMOUNT         PERCENT
                                  -------------  -------------
                                         (In thousands)
<S>                                 <C>                <C>
Revenues:
   Casino<F1>...................    $108,996            94.3
   Food and beverage............       7,534             6.5
   Other........................       1,508             1.3
                                  -------------  -------------
Total gross revenues<F2>........     118,038           102.1
                                  -------------  -------------
Less complimentaries<F1>........       2,488             2.1
                                  -------------  -------------
Total net revenues..............    $115,550           100.0
                                  =============  =============

<FN>

<F1> Casino revenues are the net difference between the sums paid
     as winnings and the sums received as losses. Complimentaries
     consist  primarily   of   food   and   beverages   furnished
     gratuitously to customers.  The sales value of such services
     is included  in   the   respective  revenue  classifications
     and  is  then  deducted  as complimentaries.   Complimentary
     rates are periodically reviewed and adjusted  by management.
     See Note 1 of Note to Consolidated Financial  Statements  in
     Item  8.  Financial  Statements and Supplementary Data.

<F2>  Does not include interest income.

</FN>

</TABLE>


MARKETING STRATEGY

      SMCP  uses a broad range of marketing techniques  including
multiple   media  placement  advertising,  data-based  mail   and
telephone marketing, publicity, a slot club, promotions,  special
events, group sales, bus programs, entertainment and a variety of
other  approaches.   SMCP  generates its  business  by  providing
current,  and  potential, customers with  products  and  services
intended  to  create a satisfying recreational experience,  which
SMCP believes results in a high likelihood of customer return and
motivation   to   provide   positive   word-of-mouth   referrals.
Complimentaries,  slot club rewards and some direct  mail  offers
are based on customer profitability and are designed to stimulate
additional visiting and create loyalty.

GAMING CREDIT POLICY

      Credit  is extended to a limited number of gaming customers
at  the  East  Chicago Showboat.  At the East  Chicago  Showboat,
gaming  receivables  were  $0.9  million,  before  deducting  the
allowance for doubtful accounts of approximately $0.1 million for
the  year  ended December 31, 1997.  The East Chicago  Showboat's
gaming  credit,  as  a  percentage of total gaming  revenues,  is
13.1%.

      The  non-collectibility of gaming receivables  can  have  a
material adverse effect on results of operations, depending  upon
the  amount  of  credit  extended and  the  size  of  uncollected
amounts.   SMCP  maintains strict controls over the  issuance  of
credit  and  aggressively  pursues  collection  of  its  customer
receivables.  These collection efforts parallel those  procedures
commonly  followed  by  most  large corporations,  including  the
mailing of statements and delinquency notices, personal contacts,
the use of outside collection agencies and civil litigation. SMCP
believes  that  it  is reasonable to conclude that  gaming  debts
evidenced  by credit instruments, under credit policies  approved
by  the Indiana Commission, should be enforceable under the  laws
of  Indiana.  All other states are required to enforce a judgment
on  a  gaming debt entered in Indiana pursuant to the Full  Faith
and  Credit  Clause of the United States Constitution.   Although
gaming debts are not legally

                               -5-

<PAGE>

enforceable  in some foreign countries, the United States  assets
of  foreign debtors may be reached to satisfy a judgment  entered
in the United States.  Annual gaming bad debt expense at the East
Chicago  Showboat was approximately 0.05% of casino revenues  for
the year ended December 31, 1997.

CONTROL PROCEDURES

      In  connection with its gaming activities, SMCP  follows  a
policy of stringent internal controls, cross-checks and recording
of  all  receipts and disbursements in accordance  with  industry
practice.  The audit and cash controls developed and utilized  by
SMCP  include  locked cash boxes, independent counters,  checkers
and  observers  to perform the daily cash and coin counts,  floor
observation  of  the  gaming  areas,  closed-circuit   television
observation  of  certain  areas,  daily  computer  tabulation  of
receipts and disbursements for each slot machine, table and other
games,  and the rapid identification, analysis and resolution  of
discrepancies or deviations from normal performance.  Dealers and
other  personnel  are  trained by SMCP.   Gaming  operations  are
subject  to  risk  of  loss as a result of employee  or  customer
dishonesty  due  to  the large amount of cash  and  gaming  chips
handled.   However,  SMCP has not experienced significant  losses
related to employee dishonesty.

SEASONALITY

      It is anticipated that the East Chicago Showboat's business
will be seasonal with its highest revenues typically occurring in
the  summer  months  and lower amounts generally  in  the  winter
months.

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 SMCP.   Although  the
Indiana gaming statutes have allocated only one riverboat owner's
license  to  the City of East Chicago, four additional  riverboat
casino  operations  are  authorized  and  operating  in  northern
Indiana  and  six  additional licenses have  been  authorized  in
southern Indiana of which four licenses have been awarded and are
operating  and one certificate of suitability (a precursor  to  a
license)   has  been  issued  for  Harrison  County.   Additional
licenses could be issued if subsequent legislation is enacted  to
increase the number of available licenses in Indiana.  There is a
licensed  pari-mutuel wagering facility in Merrillville, Indiana,
which is located in Lake County.

       The  East  Chicago  Showboat  competes  with  eight  other
riverboat  casinos within 120 miles of the East Chicago  Showboat
(the  "Chicago  Gaming  Market").  Four of  the  eight  operating
riverboat casinos operate in Illinois, within fifty miles of  the
East   Chicago  Showboat.   Illinois  gaming  statutes   restrict
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

                               -6-

<PAGE>

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  competes  with the riverboat casinos in  the  Chicago
Gaming  Market  based on its availability of a  wide  variety  of
table games and slot machines of varying types and denominations,
its   spacious  comfortable  environment,  and  its  Mardi   Gras
atmosphere.   Additionally, the players  slot  club  and  special
promotions are utilized to attract customers to the East  Chicago
Showboat.

     Potential future competition may include the Pokagon Band of
Potawatomi Indians (the "Pokagon Band") of southern Michigan  and
northern  Indiana,  a  federally recognized Indian  tribe,  which
signed  a compact with the State of Michigan in November 1995  to
operate  a casino in Southern Michigan and is proposing to  enter
into  a compact with the State of Indiana.  As of March 1,  1998,
the  Governor  of Indiana has not yet begun compact  negotiations
with  the  Pokagon  Band.   The  legalization  of  casino  gaming
operations  in  jurisdictions  in close  proximity  to  the  East
Chicago  Showboat would have a material adverse effect  on  SMCP.
Other  changes in legislation could increase tax or other burdens
on  the  Company  or could lessen restrictions on competitors  of
SMCP  in  other  jurisdictions, either  of  which  could  have  a
material adverse effect on the operating results of SMCP.

     Apart from local competition, SMCP also competes with gaming
facilities  nationwide, including riverboat gaming  in  Illinois,
Southern  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.   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  gaming,
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).

                               -7-

<PAGE>

      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 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  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

                               -8-

<PAGE>

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 additional fees may be assessed for the background
investigation.  If the applicant is selected, the applicant  must
pay  an  initial  license fee of $25,000 and  post  a  bond,  and
thereafter,  pay an annual license renewal fee  of  $5,000.   The
Indiana  Commission has issued eight of these  eleven  licenses--
four  in  Lake  County  Indiana; one in LaPorte  County;  one  in
Vanderburgh  County;  one in Ohio County;  and  one  in  Dearborn
County.   In  addition,  the  Indiana  Commission  has  issued  a
certificate  of  suitability to an applicant in Harrison  County.
The  Indiana Commission has decided to delay a determination  for
the  tenth license, which if issued, would be located on the Ohio
River.  The Indiana Commission has not considered applicants  for
the  eleventh  license  since  the  Patoka  Lake  site  has  been
determined  by  the U.S. Army Corp of Engineers as an  unsuitable
site for development of a casino vessel project.

      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 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  the  issuance of  the  license  to  SMCP,  SMP,
Waterfront  and  Showboat  and its  affiliates  declared  to  the
Indiana  Commission  that if SMCP received  a  riverboat  owner's
license,  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 SMCP.
Adherence  to  the non-competition declaration is a condition  of
the  owner's license.  A gaming license is a revocable  privilege
and is not a property right.

      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
gaming excursion if gaming is allowed.  At the conclusion of  the
thirty-minute embarkation

                               -9-

<PAGE>

period, the gangway or its equivalent must be closed.  However, a
riverboat licensee must allow patrons to disembark at anytime the
riverboat  remains at the dock and gaming continues.  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.    The
admissions  tax  is  paid  by  the riverboat  licensee  for  each
excursion or part of an excursion for which the patron remains on
board.   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 uncollectable 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.   Riverboats are assessed for property tax purposes  as
real  property and are taxed at rates to be determined  by  local
taxing  authorities  of the jurisdiction  in  which  a  riverboat
operates.    SMCP  is  contesting  the  timing  of  the   initial
assessment  of  property taxes by Lake County  on  the  riverboat
vessels.   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 owner's license, 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 3% of  adjusted  gross
receipts  divided  equally among the City and two  not-for-profit
foundations   for  infrastructure  improvements,  education   and
community  development,  and  (3) pay  0.75%  of  adjusted  gross
receipts  for  community  development  projects,  including   the
completion  of  the  Washington  High  School  Site   town   home
development with a total projected cost of $5.0 million, to  East
Chicago  Second Century, Inc., a for-profit corporation owned  by
SMP  ("Second Century").  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  Commission has adopted a rule  requiring  employees
working on the riverboat to have a valid merchant marine document
issued by the United State Coast Guard.

      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

                              -10-

<PAGE>

value  of  the  licensee's contracts for goods and services  with
women's business enterprises.  The East Chicago Showboat did  not
achieve these goals primarily due to the construction of the East
Chicago  Showboat during the first quarter of 1997.  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.
Showboat   entered   into  a  merger  agreement   with   Harrah's
Entertainment, Inc. ("Harrah's") whereby Showboat will  become  a
wholly-owned subsidiary of Harrah's (the "Showboat Merger").   In
connection  with the Showboat Merger, Harrah's or its  affiliate,
has  filed an application for a transfer of Showboat's beneficial
interest in SMCP, including an investigatory fee of $50,000,  and
the  Indiana  Commission will investigate  the  key  persons  and
substantial  owners  of Harrah's, and must thereafter  find  that
Harrah's  meets  the  criteria for licensing and  suitability  of
riverboat owner licensees.

     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 owner licensee or an affiliate may  not  enter
into a debt transaction of $1.0 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.

     The Indiana Commission has a rule requiring the reporting of
certain  currency transactions, which is similar to that required
by  federal authorities.  See "Item 1.  Business - Other Federal,
State and Local Legislation and Regulation."

      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.  The Indiana Commission  has
promulgated a rule requiring quarterly reporting by the holder of
a  riverboat owner's license or a supplier's license of  officers
of  the  licensee, officers of persons that hold at  least  a  1%
interest  in  the  licensee,  and  of  persons  who  directly  or
indirectly own a 1% interest in the licensee.

      The  Indiana  Commission adopted a rule which  prohibits  a
distribution   by   a  riverboat  licensee   to   its   partners,
shareholders,   itself,  or  any  affiliated   entity,   if   the
distribution  would  impair  the  financial  viability   of   the
riverboat gaming operation.  The Indiana Commission has  proposed
another rule, which would if adopted, require riverboat licensees
to  maintain on a quarterly basis a cash reserve in the amount of
the  actual  payout  for three days, and the cash  reserve  would
include

                              -11-

<PAGE>

cash  in  the casino cage, cash in a bank account in Indiana,  or
cash equivalents not committed or obligated.

      The Governor of Indiana has appointed a Gaming Impact Study
Commission  chaired by the Attorney General to review the  impact
of  all forms of gaming in Indiana, and to issue its final report
by December 31, 1999.

      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  gaming, having lost a  county-wide  vote,  are
allowed  to resubmit a proposal to county voters for approval  of
riverboat  casino  gaming  while opponents  of  riverboat  casino
gaming,  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 filed an answer to the complaint.
Although  the  Indiana  Supreme Court has previously  upheld  the
constitutionality  of  the  Riverboat  Gambling  Act,  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.   Less stringent rules  apply  to  permanently
moored vessels.  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 -- 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  things,  exempts  those
employees  from  state  limits on worker's  compensation  awards.
SMCP  has obtained insurance which it believes to be adequate  to
cover employee claims.

      SHIPPING ACT OF 1916; MERCHANT MARINE ACT OF 1936

      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

                              -12-

<PAGE>

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.

      SMCP  is  also subject to various other federal, state  and
local  laws  and  regulations and, on a periodic  basis,  has  to
obtain various licenses and permits, including those required  to
sell  alcoholic  beverages.   In particular,  the  United  States
Department  of the Treasury has adopted regulations  pursuant  to
which  a  casino  is required to file a report of  each  deposit,
withdrawal  or exchange of currency or other payment or  transfer
by,  through  or  to  a casino which involves  a  transaction  in
currency  of more than a predetermined amount ($10,000 for  1996)
per  gaming  day. Such reports are required to be made  on  forms
prescribed  by  the Secretary of the Treasury and must  be  filed
with  the  Commissioner  of  the Internal  Revenue  Service.   In
addition,  a  casino  is  required to maintain  detailed  records
(including the names, addresses, social security numbers or other
information  with respect to its customers) dealing  with,  among
other items, a customer's deposit and withdrawal of funds and the
maintenance of a line of credit.

      In  addition,  Congress enacted a bill which established  a
National  Gambling  Impact  and Policy  Commission  (the  "Policy
Commission") to study the economic impact of gaming 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 AND LABOR RELATIONS

      As  of  March  1, 1998, the East Chicago Showboat  employed
approximately 1,405 persons, of which 190 or 13.5% are subject to
collective  bargaining agreements.  The agreement covering  these
employees  expires on June 30, 2001.  The East  Chicago  Showboat
considers its current

                              -13-

<PAGE>

labor  relations to be satisfactory.  However, the  East  Chicago
Showboat's marine service provider, Riverboat Services, Inc.,  is
involved  in a dispute with its maritime employees, who maintain,
operate and navigate the Casino Vessel on its cruises.  On  March
18,  1997  the  Marine Engineers Beneficial Association  filed  a
petition  with  the  National Labor Relations  Board  seeking  to
represent  certain  employees  of Riverboat  Services,  Inc.   On
August  21,  1997,  the petition was amended  to  name  the  East
Chicago  Showboat  as a joint employer of the  employees  in  the
petitioned for unit.  The petition was withdrawn by the Union  on
November 18, 1997, the day prior to the scheduled hearing at  the
Regional Office of the Board regarding the petition.  As  of  the
date hereof the petition has not been refiled.

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  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

      The  East  Chicago  Showboat is located  on  Lake  Michigan
approximately  12  miles  from downtown Chicago,  Illinois.   The
Company  believes that the East Chicago Showboat is generally  in
good  condition, well maintained, and is generally  suitable  and
adequate to carry on the Company's business.

      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

                              -14-

<PAGE>

Commission  (the  "Commencement Date").  SMP assigned  the  Lease
Agreement  to  SMCP when SMP transferred all of  its  assets  and
liabilities  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  owns  the
Casino  Vessel.  SMCP's interests in the Casino Vessel  are  also
subject   to   a  first  preferred  ship  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."

ITEM 3.   LEGAL PROCEEDINGS

      In  addition to the following, SMCP is also a defendant  in
various  other lawsuits, most of which relate to routine  matters
incidental to its business.  Management does not believe that the
outcome of such pending litigation, in the aggregate, will have a
material adverse effect on the Company.

      GAFFNEY,  ET AL. V. SHOWBOAT MARINA CASINO PARTNERSHIP,  ET
AL.,  Case No. 2:98 CV 010JM, instituted January 26, 1998 in  the
United  States  District  Court  for  the  Northern  District  of
Indiana.   The  First  Amended  Complaint  is  also  an  IN   REM
proceeding  against  the  M/V Showboat.   Plaintiffs,  terminated
employees  of defendant Riverboat Services Inc. and/or  defendant
Riverboat  Services  of  Indiana,  Inc.  filed  a  First  Amended
Complaint  alleging  that they were discharged  in  violation  of
federal  maritime  law and Indiana state law for  challenging  an
amendment  to the Certificate of Inspection for the M/V  Showboat
(or  the Casino Vessel) permitting the M/V Showboat to staff  the
maritime  crew with engineers possessing limited licenses  rather
than   unlimited  licenses.   Riverboat  Services   Inc.   and/or
Riverboat  Services of Indiana, Inc. provide maritime  seaman  to
SMCP  pursuant to a contract.  Plaintiffs are requesting  damages
for  back  pay,  compensatory  damages  for  emotional  pain  and
suffering, an injunction restraining from any future violation of
46 USC Section 2114 which provides, in material part, that seaman
may not be terminated due to retaliation for reporting violations
to  regulatory  authorities, that a judgement be entered  IN  REM
against M/V Showboat and that the vessel be arrested and sold  to
satisfy  the  judgement.   SMCP filed a  Motion  to  Dismiss  for
Failure to State a Claim, and such motion is

                              -15-

<PAGE>

expected  to  be  considered in April 1998.  Management  believes
that  the  substantive allegations in the First Amended Complaint
are   without  merit  and  intends  to  vigorously   defend   the
allegations.

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 owns 55% of the partnership interests  of  SMCP  and
Waterfront beneficially owns 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, 1997, 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, other than distributions permitted by  the
Indenture  which relate to distributions equal to the good  faith
estimate  of  maximum federal and state income tax  liability  of
SMCP  if  SMCP  was  a taxable person.  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.  In addition, distributions  by  SMCP  are
subject to rules of the Indiana Commission.  See "Item1. Business
- Regulation and Licensing - Indiana."

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  year  ended December 31, 1997 and for the period from  March
29,  1996 (commencement of development) to 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."

                               -16-

<PAGE>

<TABLE>

<CAPTION>

                                                        SMCP
                                 --------------------------------------------------
                                                       Period from March 29, 1996
                                      Year ended     (commencement of development)
                                  December 31, 1997    through December 31, 1996
                                 ------------------- ------------------------------
                                    (in thousands)          (in thousands)
<S>                                    <C>                     <C>
STATEMENT OF OPERATIONS<F1> DATA:
Net revenues......................     $115,550                $      -
Loss from continuing operations...       (5,612)                      -
Interest Income...................          911                   4,919
Interest Expense..................       20,971                  14,327
Capitalized Interest..............        4,418                   4,991
Net Loss..........................      (21,254)                 (4,417)
Cash Distributions Declared.......          232                       -

</TABLE>

<TABLE>

<CAPTION>

                                                      SMCP
                                    -----------------------------------------
                                    DECEMBER 31, 1997       DECEMBER 31, 1996
                                    -----------------       -----------------
                                      (in thousands)          (in thousands)
<S>                                     <C>                   <C>
BALANCE SHEET DATA:
Cash and Cash Equivalents.........      $   7,246             $      599
Short-Term Investments held in
 Escrow...........................              -                 69,002
Total assets......................        187,941                187,894
Long-term debt (excluding current
maturities).......................        151,968                140,000
Total liabilities.................        173,844                153,311
Partners' capital.................         14,097                 34,583

<FN>

<F1> There  were  no  operations prior to March 29, 1996;  therefore,
     there is no Statement of Operations.

</FN>

</TABLE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

GENERAL

       Showboat   Marina  Casino  Partnership  ("SMCP"   or   the
"Partnership"),  owns  and  operates  a  riverboat  casino,   the
Showboat Mardi Gras Casino, located in East Chicago, Indiana (the
"East  Chicago  Showboat").   The  East  Chicago  Showboat  began
operations on April 18, 1997.

     The Partnership is a general partnership which was formed as
of  March 1, 1996 for the purpose of developing and operating the
East  Chicago Showboat on Lake Michigan.  Prior to the  formation
of  the Partnership, the complex was developed by Showboat Marina
Partnership,  (the "Predecessor" or "SMP") which  was  formed  on
January 31, 1994.  On March 28, 1996, the Predecessor contributed
substantially   all  of  its  assets  and  liabilities   to   the
Partnership.  Showboat Marina Finance Corporation ("SMFC")  is  a
wholly  owned  subsidiary of the Partnership and  was  formed  on
March  7, 1996 to assist the Partnership in the financing of  the
East  Chicago  Showboat.  The Partnership is  owned  99%  by  the
Predecessor  and  1%  by Showboat Marina Investment

                               -17-

<PAGE>

Partnership.  The  Partnership  is   effectively  owned  55%   by
Showboat,  Inc.  and  45%   by   Waterfront   Entertainment   and
Development, Inc.  through various partnership interests.

YEAR ENDED DECEMBER 31, 1997 (1997)
      COMPARED TO YEAR ENDED DECEMBER 31, 1996 (1996)

      Prior to the commencement of operations on April 18,  1997,
the  activities  of  the  Partnership and  the  Predecessor  were
limited  to  applying for the gaming license, securing  the  land
for, arranging for the financing of and completing the design and
construction of the East Chicago Showboat.  All costs, except for
some  interest expense, have been capitalized.  As a result,  the
Partnership has no operating history for the year ended  December
31, 1996.

YEAR ENDED DECEMBER 31, 1997 (1997)

REVENUES

      For  the year ended December 31, 1997, the Partnership  had
gross  revenues  of  $118.0 million.  This  was  offset  by  $2.4
million  of complimentaries, resulting in net revenues of  $115.6
million.

      Casino  revenues for the year ended December 31, 1997  were
$109.0  million, and consisted of $31.4 million  in  table  games
revenue   and  $77.6  million  in  slot  revenue.   Slot  revenue
represents  71.2% of the total casino win and table game  revenue
makes up the remaining 28.8% of the total casino win for the East
Chicago Showboat.

LOSS FROM OPERATIONS

      SMCP  had income from operations of $4.0 million, exclusive
of  $9.6  million of preopening costs for the year ended December
31,  1997.  Including the preopening costs, SMCP had a loss  from
operations of $5.6 million for the year ended December 31,  1997.
Total  expenses,  including the write-off  upon  opening  of  the
preopening  costs,  for  1997  were  $121.2  million.   This  was
comprised  principally  of casino expenses  which  totaled  $54.8
million and included $32.4 million of gross revenue and admission
taxes, as well as $4.2 million of community benefit levies.

      SMCP is currently reviewing its operations in an effort  to
improve financial performance and more properly align expenses to
the volume of business.   SMCP  has  identified  and  implemented
certain   cost   controls  and  is  continuing  to  evaluate  all
opportunities  to  manage  costs.   SMCP  is also evaluating  its
marketing  programs and activities in order to improve  marketing
efficiency  by eliminating unprofitable or marginally  profitable
programs.   Additionally,  greater emphasis  will  be  placed  on
stimulating new customer trial. Over the past twelve months,  the
Chicago  gaming market has had capacity growth of 59.2%  ,  while
revenue  has  grown at 30.9% rate, resulting  in  a  slower  than
anticipated  absorption  of additional gaming  capacity.   As  of
March  15,  1998  there  have been no announced  future  capacity
increases in this market.

                               -18-

<PAGE>

NET LOSS

     For year ended December 31, 1997, the Partnership recorded a
net  loss of $21.3 million.  This loss was primarily attributable
to  inadequate income from operations to offset the write-off  of
preopening  costs in the amount of $9.6 million and net  interest
expense in the amount of $15.6 million.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 1997, SMCP held cash and cash equivalents
of  $7.2  million  compared  to $.6  million  in  cash  and  cash
equivalents  and  $69.0  million in  short  term  investments  at
December 31, 1996.  Since its inception, SMCP has met its capital
requirements through the $40.0 million capital contribution  (the
"Capital Contribution"), the $133.7 million net proceeds from the
offering (the "Offering") of its 13-1/2% First Mortgage Notes due
2003 (the "Notes") and equipment financing of approximately $20.6
million  provided by PDS Financial Corporation and FINOVA Capital
Corporation.  The  funds  provided  by  these  sources   provided
sufficient amounts to develop and commence operations of the East
Chicago Showboat.

      The  East  Chicago  Showboat was  constructed  at  a  total
approximate  cost  of $201.1 million.  In 1997,  the  partnership
expended  approximately  $55.9 million on  capital  improvements.
Management is currently developing a 1998 capital budget.

      SMCP issued the Notes in order to obtain funds to construct
the  East Chicago Showboat.  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  First
Mortgage  Note Indenture.  The Notes are secured by a first  lien
on  substantially all of SMCP's assets.  The First Mortgage  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.

      In  March  1997,  PDS  Financial  Corporation  provided  an
equipment  lease of approximately $11.0 million.   The  lease  is
secured by the equipment purchased with the proceeds.  The  lease
is for a term of 48 months and the rate was fixed at 11.0%.

                               -19-

<PAGE>

      In June 1997, FINOVA Capital Corporation provided a loan of
approximately  $9.6  million.  The loan  is  secured  by  certain
equipment  purchased  during the construction  of  the  riverboat
casino complex.  The loan is for a term of 36 months and the rate
was fixed at 11.1%.

      In  October 1997, the Partnership entered into an unsecured
line  of  credit agreement with Fleet Bank in the amount of  $3.0
million.  The line of credit is secured by Showboat with funds on
deposit with Fleet Bank.  The term of the line is for a period of
one  year, renewable annually at the rate of LIBOR plus 75  basis
points.   The line is available for general partnership purposes.
As  of   December 31, 1997, the Partnership had not  drawn  funds
against  this  facility; however, all funds  were  drawn  on  the
facility in March 1998.

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

      Additionally,  pursuant to its letter agreements  with  the
City, SMCP is committed to contribute annually an aggregate 3.75%
of  its  adjusted gross receipts to fund economic  and  community
development  projects  for  the City of  East  Chicago.   Through
December 31, 1997, a total of $4.2 million had been contributed.

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

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

     During 1997, SMCP evaluated its various systems to determine
whether  or  not  those systems were year 2000 compliant.   Based
upon this review, SMCP has identified those systems

                               -20-

<PAGE>

which  are  not  compliant  and  has implemented a plan to update
those  systems.  SMCP  expects  the  cost  to update the affected
systems  will  not  exceed  $2.0  million.   SMCP  is   currently
evaluating the  effect  a  failure  to  bring  its  systems  into
compliance will have on SMCP.

      Showboat, Inc. and the Partnership entered into  a  standby
equity commitment which requires that if, during any of the first
three Operating Years (as defined), SMCP's Combined Cash Flow (as
defined) is less than $35.0 million, Showboat will be required to
make  additional capital contributions to SMCP in the  lesser  of
(a)  $15.0  million,  or  (b) the difference  between  the  $35.0
million  and the Operating Year's Combined Cash Flow.  Showboat's
aggregate   potential  obligation  under   the   standby   equity
commitment  is  $30.0 million.  The Partnership anticipates  that
the  Combined Cash Flow of SMCP for the first full four  quarters
of  operation  will not achieve the $35.0 million  threshold  and
Showboat  will  be  required  to contribute  approximately  $15.0
million  pursuant to its standby equity commitment.  As of  March
15,  1998, Showboat has contributed $1.0 million to SMCP as  part
of  this  standby equity commitment.  There can be  no  assurance
that  the  Combined Cash Flow for any future Operating Year  will
exceed  $35.0 million and that Showboat will not be  required  to
make  additional capital contributions to SMCP in accordance with
the standby equity commitment.  The Standby Equity Commitment  is
subject to certain limitations, qualifications, and exceptions.

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

      All  statements  contained herein that are  not  historical
facts,  including but not limited to, statements regarding SMCP's
current   business   strategy,  and  SMCP's  plans   for   future
development  and operations, are based upon current expectations.
These statements are forward-looking in   nature  and  involve  a
number  of   risks  and uncertainties.  Actual results may differ
materially.  Among the factors that could cause actual results to
differ  materially  are  the  following:   the  availability   of
sufficient  capital  to  finance  SMCP's  business  plan on terms
satisfactory to SMCP; competitive factors,  such  as expansion of
gaming in Illinois,  Indiana  and  Michigan,  states  from  which
SMCP draws significant  numbers  of patrons  and  an  increase in
the number of casinos  serving  the  Chicago  metropolitan  area;
changes  in  labor,  equipment   and   capital   costs;   general
business and economic  conditions;  and  other  factors described
from time to time  in SMCP's reports filed  with  the  Securities
and Exchange Commission.   SMCP  wishes  to caution

                              -21-

<PAGE>

the   readers  not  to   place  undue  reliance   on   any   such
forward-looking  statements,  which  statements are made pursuant
to  the Private Litigation Reform Act of 1995 and, as such, speak
only as of the date made.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

     Not applicable to the Company as of the date of filing.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               Independent Auditors' Report

               Consolidated  Balance  Sheets  as  of December 31,
               1997 and 1996.

               Consolidated Statements of Operations for the year
               ended December 31, 1997 and for  the  Period  from
               March  29,  1996   (commencement  of  development)
               through December 31, 1996.

               Consolidated  Statements of Partners' Capital  for
               the  year  ended  December 31, 1997  and  for  the
               Period   from  March  29,  1996  (commencement  of
               development) through December 31, 1996.

               Consolidated Statements of Cash Flows for the year
               ended December 31, 1997 and for  the  Period  from
               March  29,  1996   (commencement  of  development)
               through December  31, 1996  - Partnership, and the
               Period from January 1, 1996 through March 28, 1996
               and year ended December 31, 1995 - Predecessor.

               Notes to Consolidated Financial Statements.

                              -22-

<PAGE>

                   INDEPENDENT AUDITORS' REPORT

The Partners
Showboat Marina Casino Partnership:

We  have audited the accompanying consolidated balance sheets  of
Showboat  Marina Casino Partnership and subsidiary  (Partnership)
as  of  December 31, 1997 and 1996, and the related  consolidated
statements of operations, partners' capital, and cash  flows  for
the  year  ended  December  31, 1997, and  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 and the year ended December  31,  1995.
These consolidated financial statements are the responsibility of
SMCP'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  as
of  December  31,  1997  and  1996,  and  the  results  of  their
operations  and cash flows for the year ended December  31,  1997
and  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  and  the  year ended December 31, 1995, in conformity  with
generally accepted accounting principles.

Las Vegas, Nevada                 KPMG PEAT MARWICK LLP
February 2, 1998

                              -23-

<PAGE>

<TABLE>

<CAPTION>

        SHOWBOAT MARINA CASINO PARTNERSHIPAND SUBSIDIARY
                   Consolidated Balance Sheets
                   December 31, 1997 and 1996
                         (In thousands)

                                 ASSETS                                         1997            1996
                                                                           --------------  --------------
<S>                                                                        <C>             <C>
Current assets:
     Cash and cash equivalents                                             $     7,246          599
     Short-term investments held in escrow                                           -       69,002
     Interest receivable                                                             -        1,601
     Accounts receivable, net                                                      931            -
     Inventories                                                                   337            -
     Prepaid expenses                                                              805            -
                                                                           --------------  --------------
     Total current assets                                                        9,319       71,202
                                                                           --------------  --------------
Property and equipment:
     Buildings                                                                  56,304            -
     Vessel                                                                     82,528            -
     Furniture, fixtures and equipment                                          26,533          764
     Land improvements                                                           2,123        2,123
     Construction in progress                                                        -       97,714
                                                                           --------------  --------------
                                                                               167,488      100,601
Less accumulated depreciation and amortization                                  (7,833)           -
                                                                           --------------  --------------
     Net property and equipment                                                159,655      100,601
                                                                           --------------  --------------
Other assets:
     Licensing costs, net of accumulated amortization of $340 and $-0- at
      December 31, 1997 and 1996, respectively                                   2,061        2,373
     Economic development costs, net of accumulated amortization of $432
      and $-0- at December 31, 1997 and 1996, respectively                       8,662        5,264
     Debt issuance costs, net of accumulated amortization of $778 and $-0-
      at December 31, 1997 and 1996, respectively                                5,664        6,296
     Other assets, net of accumulated amortization of $197 and $-0- at
      December 31, 1997 and 1996, respectively                                   2,580        2,158
                                                                           --------------  --------------
                                                                                18,967       16,091
                                                                           --------------  --------------
                                                                           $   187,941      187,894
                                                                           ==============  ==============
                   LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
     Current maturities of long-term debt                                  $     5,555            -
     Accounts payable                                                            2,766        3,717
     Construction payable                                                            -        4,037
     Payable to affiliates                                                       2,712            -
     Accrued expenses                                                            5,331            -
     Accrued interest                                                            5,512        5,557
                                                                           --------------  --------------
                 Total current liabilities                                      21,876       13,311

Long-term debt, excluding current maturities                                   151,968      140,000
                                                                           --------------  --------------
                 Total liabilities                                             173,844      153,311

Partners' capital                                                               14,097       34,583
                                                                           --------------  --------------
                                                                           $   187,941      187,894
                                                                           ==============  ==============

</TABLE>

  See accompanying notes to consolidated financial statements.

                              -24-

<PAGE>

<TABLE>

<CAPTION>

        SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY

              Consolidated Statements of Operations
                         (In thousands)

                                                        PERIOD FROM
                                                       MARCH 29, 1996
                                                         (COMMENCE-
                                                          MENT OF
                                                        DEVELOPMENT)
                                            YEAR          THROUGH
                                           ENDED        DECEMBER 31,
                                            1997            1996
                                       -------------   ----------------
<S>                                    <C>             <C>
Revenues:
  Casino                               $  108,996               -
  Food and beverage                         7,534               -
  Other                                     1,508               -
                                       -------------   ----------------
                                          118,038               -
  Less complimentaries                     (2,488)              -
                                       -------------   ----------------
           Net revenues                   115,550               -
                                       -------------   ----------------
Operating costs and expenses:
  Casino                                   54,803               -
  Food and beverage                         7,151               -
  General and administrative               24,315               -
  Selling, advertising and promotion       16,514               -
  Depreciation and amortization             8,802               -
  Preopening costs                          9,577               -
                                       -------------   ----------------
                                          121,162               -
                                       -------------   ----------------
           Loss from operations            (5,612)              -
                                       -------------   ----------------
Other income (expense):
  Interest income                             911           4,919
  Interest expense                        (20,971)        (14,327)
  Interest capitalized                      4,418           4,991
                                       -------------   ----------------
                                          (15,642)         (4,417)
                                       -------------   ----------------

           Net loss                     $ (21,254)         (4,417)
                                       =============   ================

</TABLE>

  See accompanying notes to consolidated financial statements.

                              -25-

<PAGE>

<TABLE>

<CAPTION>

        SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY

          Consolidated Statements of Partners' Capital

    Period from March 29, 1996 (commencement of development)
                    through December 31, 1997
                         (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 December 31, 1996                        34,237            346            34,583

Capital contributions                                1,000              -             1,000

Distributions to partners                             (230)            (2)             (232)

Net loss                                           (21,042)          (212)          (21,254)
                                               -------------   ---------------  ------------
Balance at December 31, 1997                   $    13,965     $      132       $    14,097
                                               =============   ===============  ============

</TABLE>

  See accompanying notes to consolidated financial statements.

                              -26-

<PAGE>

<TABLE>

<CAPTION>

 SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY (PARTNERSHIP)
                               AND
            SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)
              Consolidated Statements of Cash Flows
                         (In thousands)

                                                        PARTNERSHIP                     PREDECESSOR
                                             --------------------------------  ------------------------------
                                                                PERIOD FROM    PERIOD FROM
                                                               MARCH 29, 1996    JANUARY 1,
                                                               (COMMENCEMENT       1996
                                                              OF DEVELOPMENT)    THROUGH
                                                YEAR ENDED        THROUGH        MARCH 28,       YEAR ENDED
                                               DECEMBER 31,     DECEMBER 31,       1996        DECEMBER 31,
                                                   1997             1996                            1995
                                             ---------------  ---------------  -------------  ---------------
<S>                                          <C>                <C>              <C>              <C>
Cash flows from operating activities:
  Net loss                                   $   (21,254)         (4,417)             -                -
  Depreciation and amortization                    8,802               -              -                -
  Amortization of debt issuance costs                778               -              -                -
  Loss on sale of investments                          -               6              -                -
  Decrease in interest receivable                  1,601          (1,601)             -                -
  Increase in inventory                             (337)              -              -                -
  Increase in prepaid expense                       (805)              -              -                -
  Increase in accounts receivable                   (931)              -              -                -
  Increase in licensing costs                        (28)              -           (276)          (1,467)
  Increase in other assets                          (619)         (1,733)           (68)            (337)
  Decrease in accounts payable                      (951)          2,771            443              503
  Decrease in construction payable                (4,037)          4,037              -                -
  Increase in accrued expense                      5,331               -              -                -
  Decrease in accrued interest                       (45)          5,557              -                -
           Net cash provided by (used in)    ---------------  ---------------  -------------  ---------------
           operating activities                  (12,495)          4,620             99           (1,301)
                                             ---------------  ---------------  -------------  ---------------
Cash flows from investing activities:
  Economic development costs                      (3,830)         (4,144)            (7)          (1,113)
  Land improvements                                    -               -           (286)          (1,790)
  Purchase of property and equipment             (55,903)           (110)          (198)            (456)
  Purchase of short-term investments            (133,114)       (869,164)             -                -
  Proceeds from sale of short-term investment    202,116         800,156              -                -
  Payments for construction in progress                -         (87,300)        (5,246)          (4,239)
           Net cash provided by (used in)    ---------------  ---------------  -------------  ---------------
           investing activities                    9,269        (160,562)        (5,737)          (7,598)
                                             ---------------  ---------------  -------------  ---------------
Cash flows from financing activities:
  Proceeds from issuance of notes payable,
    net of issuance costs                          9,490         134,254           (550)               -
  Payments on long-term debt                      (3,097)              -              -                -
  Borrowings from affiliate                        2,712               -              -                -
  Partnership distributions                         (232)              -              -                -
  Capital contributions                            1,000          22,287          5,830            9,257
           Net cash provided by financing    ---------------  ---------------  -------------  ---------------
           activities                              9,873         156,541          5,280            9,257
                                             ---------------  ---------------  -------------  ---------------
           Net increase (decrease) in cash         6,647             599           (358)             358

Cash at beginning of period                          599               -            358                -
                                             ---------------  ---------------  -------------  ---------------
Cash at end of period                        $     7,246             599              -              358
                                             ===============  ===============  =============  ===============

                                                                                                  (Continued)

</TABLE>

                              -27-

<PAGE>

<TABLE>

<CAPTION>

 SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY (PARTNERSHIP)
                               AND
            SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)
        Consolidated Statements of Cash Flows, Continued
                         (In thousands)

                                                                 PERIOD FROM       PERIOD FROM
                                                                MARCH 29, 1996      JANUARY 1,
                                                               (COMMENCEMENT OF        1996
                                               YEAR ENDED        DEVELOPMENT)        THROUGH      YEAR ENDED
                                              DECEMBER 31,    THROUGH DECEMBER 31,   MARCH 28,    DECEMBER 31,
                                                  1997               1996              1996          1995
                                             --------------- --------------------- ------------- -------------
<S>                                           <C>                            <C>           <C>             <C>
Supplemental disclosures of cash flow
  information and non-cash investing and
  financing activities:

   Cash paid for interest, net of amounts
    capitalized                               $   15,823                     -             -               -
                                             =============== ===================== ============= =============
   Equipment purchased with capital lease     $   10,984                     -             -               -
                                             =============== ===================== ============= =============

</TABLE>

  See accompanying notes to consolidated financial statements.

                              -28-

<PAGE>

 SHOWBOAT MARINA CASINO PARTNERSHIP AND SUBSIDIARY (PARTNERSHIP)
                               AND
            SHOWBOAT MARINA PARTNERSHIP (PREDECESSOR)

           Notes to Consolidated Financial Statements

                   December 31, 1997 and 1996

        (All amounts in thousands, except per share data)

(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 (SMCP) and its wholly
     owned   subsidiary,  Showboat  Marina  Finance   Corporation
     (Finance  Corporation) as of and for the year ended December
     31, 1997 and 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 (Predecessor)
     for  the period from January 1, 1996 through March 28, 1996,
     and  the year ended December 31, 1995.  The Predecessor  had
     no  operations through March 28, 1996 other than development
     and   licensing   activities,  the  costs  of   which   were
     capitalized  and  subsequently  contributed   to   SMCP   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 (East Chicago  Showboat).
     The  East  Chicago Showboat has approximately 53,000  square
     feet  of gaming space with approximately 1,700 slot machines
     and  approximately 82 table games.  The land based  facility
     consists  of a 100,000 square foot pavilion, an 1,800  space
     parking garage and surface parking for 1,200 vehicles.   The
     pavilion  contains  a  buffet, upscale restaurant,  cocktail
     lounge,  gift  shop,  hydraulic bandstand  platform,  ticket
     promotions  area and administrative offices.   East  Chicago
     Showboat  Finance Corporation 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.   On  December  18,   1997,
     Showboat  Harrah's  Entertainment, Inc. (Harrah's)  and  HEI
     Acquisition  Corp.  (HEI),  a  wholly  owned  subsidiary  of
     Harrah's,  entered into a Definitive Agreement and  Plan  of
     Merger  whereby Showboat will merge, subject to  shareholder
     and regulatory approval into HEI with Showboat surviving the
     merger as a wholly owned subsidiary of Harrah's. Predecessor
     will  manage the East Chicago Showboat through December  31,
     2023 and will receive fees equal to 2% of net

                              -29-

<PAGE>

     revenue and 5% of EBITDA limited to excess cash flow, all as
     defined   in   the  management  agreement.   Showboat,   the
     beneficial  owner  of 55% of the Predecessor,  will  be  the
     Managing  Partner of the Predecessor.  The payment of  these
     fees  is  subject to certain restrictions set forth  in  the
     Indenture  for  the 13 1/2% First Mortgage  Notes.   Due  to
     these  restrictions, no management fees were earned or  paid
     during 1997.

     CASINO REVENUE AND COMPLIMENTARIES

     Casino  revenues represent the net win from gaming wins  and
     losses.  Revenues include the retail value of food, beverage
     and  other goods and services provided to customers  without
     charge.   Such  amounts  are then  deducted  as  promotional
     allowances.    The   estimated  cost  of   providing   these
     promotional  allowances charged to the casino department  in
     1997 was approximately $1,244.

     CASH EQUIVALENTS

     SMCP  considers all highly liquid investments purchased with
     an  original  maturity of three months or less  to  be  cash
     equivalents.

     PROPERTY AND EQUIPMENT

     Property  and  equipment are stated at cost.   Depreciation,
     including  amortization of capitalized leases,  is  computed
     using  the  straight-line method.  The costs of  maintenance
     and  repairs  is charged to expense as incurred; significant
     renewals and betterments are capitalized.

     Estimated  useful  lives for property and equipment  are  30
     years  for  land improvements, 10-40 years for building  and
     vessel and 5-7 years for furniture and equipment.

     INVENTORIES

     Inventories are stated at the lower of cost or market.  Cost
     is determined using the first-in, first-out method.

     INTEREST COSTS

     Interest  is  capitalized during the construction  phase  of
     major  facilities.  The capitalized interest is recorded  as
     part  of the asset to which it relates and is amortized over
     the asset's useful life.

     FAIR VALUE OF CERTAIN FINANCIAL INSTRUMENTS

     The carrying amount of cash equivalents, receivables and all
     current liabilities approximates fair value because  of  the
     short term maturity of these instruments.  The fair value of
     a financial instrument is the amount at which the instrument
     could be exchanged

                              -30-

<PAGE>

     in  a current transaction between willing parties.  See Note
     7 for additional fair value disclosures.

     PREOPENING COSTS

     Preopening  costs were capitalized until operations  of  the
     riverboat casino complex commenced, at which time the  costs
     were  written  off  upon opening on  April  18,  1997.   The
     preopening  costs consist primarily of salaries  and  wages,
     temporary  office expenses, marketing expenses, professional
     fees, training costs and related travel costs.

     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 are  amortized
     over  fifteen  years which approximates the  estimated  time
     period  of  the enhanced revenue stream created by  entrance
     into the Chicago area gaming market.

     LICENSING COSTS

     SMCP  incurred costs in order to obtain the necessary gaming
     licenses,  including legal costs, filing  and  investigation
     fees,   which   were  capitalized  until   commencement   of
     operations, at which time such licensing costs are amortized
     over five years, the initial term of the gaming license.

     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  a  net difference  of  approximately
     $1,655  between  bases  of assets and  liabilities  for  tax
     purposes and financial reporting purposes.

     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 at the  date
     of  the  financial  statements and the reported  amounts  of
     revenues and expenses during the

                              -31-

<PAGE>

     reporting  period to prepare these financial  statements  in
     conformity  with  generally accepted accounting  principles.
     Actual results could differ from those estimates.

     LONG LIVED ASSETS

     Management  of  SMCP  reviews  all  long-lived  assets   for
     impairment  on  an  annual basis.   The  carrying  value  is
     compared  to future net undiscounted cash flows expected  to
     be  generated by the assets to ascertain whether or not  the
     carrying value can be recovered during the expected life  of
     the asset.  If  an impairment exists, the write down will be
     recorded  during  the current period.  There  have  been  no
     write downs through December 31, 1997.

     RECENTLY ISSUED ACCOUNTING STANDARDS

     In  June  1997,  the  Financial Accounting  Standards  Board
     issued SFAS No. 130, "Reporting Comprehensive Income"  (SFAS
     No. 130).  SFAS No. 130 requires companies to classify items
     of other comprehensive income by their nature in a financial
     statement  and  display  the accumulated  balance  of  other
     comprehensive income separately from retained  earnings  and
     additional  paid-in  capital in  the  equity  section  of  a
     statement  of  financial  position,  and  is  effective  for
     financial statements issued for fiscal years beginning after
     December 15, 1997.

     In  June  1997,  the  Financial Accounting  Standards  Board
     issued  SFAS  No.  131,  "Disclosure About  Segments  of  an
     Enterprise  and Related Information" (SFAS No.  131).   SFAS
     No.   131   establishes  additional  standards  for  segment
     reporting  in the financial statements and is effective  for
     fiscal years beginning after December 15, 1997.

     The   Company   believes  there  is  no  impact   of   these
     pronouncements on SMCP's Financial Statements.

     RECLASSIFICATIONS

     Certain  prior  year  balances  have  been  reclassified  to
     conform to current year's presentation.

(2)  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.  SFAS 115 requires unrealized holding
     gains  and  losses,  net  of  the  related  tax  effect,  on
     available-for-sale securities to be excluded  from  earnings
     and  are  reported  as  a  separate component  of  partner's
     capital  until realized.  Unrealized losses of approximately
     $-0-  and $6 as of December 31, 1997 and 1996, respectively,
     were not

                              -32-

<PAGE>

     material  and  were therefore included in  interest  income.
     Realized  gains  and losses from the sale of  available-for-
     sale  securities are determined on a specific identification
     basis.

 (3) RECEIVABLES

     As of December 31, 1997 and 1996, receivables consist of the
     following:
                                                   1997         1996
                                               ------------  -----------
        Casino                                 $      908            -
        Interest                                        -        1,601
        Other                                          75            -
                                               ------------  -----------
                                                      983        1,601
        Less allowance for doubtful accounts          (52)           -
                                               ------------  -----------
                                               $      931        1,601
                                               ============  ===========

(4)  ACCRUED EXPENSES

     As of December 31, 1997, accrued expenses consist of the following:

        Salaries and wages                        $  1,757
        Taxes, other than taxes on income            1,041
        Other                                        2,533
                                                  ----------
                                                  $  5,331
                                                  ==========
(5)  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.

     In  exchange for such exclusivity, SMCP is obligated to  pay
     the City of 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.

                              -33-

<PAGE>

(6)  ECONOMIC DEVELOPMENT AGREEMENT

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

     Additionally,  pursuant to its letter  agreements  with  the
     City,  SMCP is committed to contribute annually an aggregate
     3.75%  of  its adjusted gross receipts to fund economic  and
     community development projects for the City of East Chicago.
     Through December 31, 1997, a total of $4.2 million had  been
     contributed.

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

(7)  LONG-TERM DEBT

     Long-term debt consists of the following:

                                                     DECEMBER 31,
                                                -----------------------
                                                   1997        1996
                                                -----------  ----------
        13-1/2% First Mortgage Notes due 2003  $  140,000     140,000
        11.1% Note Payable                          8,244           -
        Capital lease obligation                    9,279           -
                                                -----------  ----------
                                                  157,523     140,000
        Less current maturities                    (5,555)          -
                                                -----------  ----------
                                               $  151,968     140,000
                                                ===========  ==========

                              -34-

<PAGE>

     On  March  28,  1996,  SMCP and Finance  Corporation  issued
     $140.0  million  13-1/2% First Mortgage  Notes  (Notes)  due
     2003.   The  proceeds  from the offering were  approximately
     $133.7   million,   net   of  underwriting   discounts   and
     commissions.  The net proceeds were used to develop the East
     Chicago Showboat.

     The  Notes are senior secured obligations of SMCP  and  rank
     senior  in  right  of  payment to all  existing  and  future
     subordinated indebtedness of SMCP and pari passu with SMCP's
     senior indebtedness.  The Notes are secured by a first  lien
     on  substantially  all  of SMCP's  assets  and  are  without
     recourse to the general partners of SMCP or to Showboat.

     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 through 100.000% in 2002  and
     thereafter, as defined in the Note Indenture for the  Notes,
     plus accrued and unpaid interest and liquidated damages,  if
     any.

     The  Note Indenture places significant restrictions  on  the
     incurrence  of  additional  indebtedness,  the  creation  of
     additional  liens  on  the collateral  securing  the  Notes,
     transactions   with  affiliates  and  payment   of   certain
     restricted payments.

     In   June   1997,  the  Partnership  obtained  a   loan   of
     approximately  $9.6 million from FINOVA Capital  Corporation
     secured  by certain equipment.  The loan is for  a  term  of
     36 months with a fixed rate of 11.1%.

     In  October  1997,  SMCP entered into an unsecured  line  of
     credit  agreement  with Fleet Bank in  the  amount  of  $3.0
     million.   The  line of credit is secured by  Showboat  with
     funds  on deposit with Fleet Bank.  The term of the line  is
     for  a period of one year, renewable annually at an interest
     rate  of  LIBOR plus 75 basis points.  The line is available
     for  general partnership purposes.  As of December 31, 1997,
     the  Partnership had not drawn funds against this  facility.
     On  March 13, 1998, SMCP borrowed the $3.0 million  for  the
     interest payment on the Notes due March 15, 1998.

     Maturities  of  the  Partnership's  long-term  debt  are  as
     follows:

        Year ending December 31:
        1998                                  $      5,555
        1999                                         6,187
        2000                                         4,950
        2001                                           831
        2002                                             -
        Thereafter                                 140,000
                                               -------------
                                              $    157,523
                                               =============

                              -35-

<PAGE>

     The  fair  value of the Notes was $166.6 million at December
     31, 1997 based on quoted market prices.  The carrying amount
     of  the  capital lease and equipment loan approximates  fair
     value at December 31, 1997.

(8)  LEASES

     SMCP  leases  certain  equipment under a  long-term  capital
     lease agreement that expires in 2001.

     As  of December 31, 1997, equipment under capital leases  is
     as follows:



        Equipment                         $     10,984
        Less accumulated amortization           (1,240)
                                           --------------
                                          $      9,744
                                           ==============

     Amortization of assets held under capital lease is  included
     with depreciation expense.

     SMCP  is  obligated  to pay the City of  East  Chicago  $400
     annual  rent  for  a leasehold interest in approximately  27
     acres  in  East  Chicago, Indiana, with such  rentals  being
     adjusted  every 3 years based upon changes in  the  Consumer
     Price  Index  subject to a maximum of 5% increase  for  each
     adjustment.

     SMCP  holds a leasehold interest in certain property in East
     Chicago, Indiana for land used for offsite 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.
     Payments  of  $5 are due monthly with an adjustment  on  the
     first  of  May  of  each year of the lease term  to  reflect
     changes in real estate taxes.

                              -36-

<PAGE>

     The following is a schedule of future minimum lease payments
     for  capital  leases and operating leases (with  initial  or
     remaining  terms in excess of one year) as of  December  31,
     1997:

<TABLE>

<CAPTION>

                                                                 CAPITAL     OPERATING
                                                                  LEASE        LEASE
                                                              ------------  -----------
        <S>                                                 <C>                 <C>
        December 31,
                 1998                                       $     3,382            619
                 1999                                             3,382            598
                 2000                                             3,382            400
                 2001                                               845            400
                 2002                                                 -            400
                 Thereafter                                           -          9,200
                                                              ------------  -----------
        Total minimum payments                                   10,991         11,617
                                                                            ===========
        Less amount representing interest (at 11%)               (1,712)
                                                              ------------
                                                                  9,279
        Less current installments of obligations under
          capital lease                                          (2,528)
                                                              ------------
        Obligations under capital lease excluding current
          portion                                           $     6,751
                                                              ============

</TABLE>

     Rent  expense for all operating leases was $664 and  $9  for
     the years ended December 31, 1997 and 1996, respectively.

(9)  COMMITMENTS AND CONTINGENCIES

     SMCP is involved in various claims and legal actions arising
     in  the  ordinary  course of business.  In  the  opinion  of
     management these matters will not have a material effect  on
     SMCP's financial position.

     On  November  3,  1997,  SMCP  amended  its  agreement  with
     Riverboat  Services, Inc. ("RSI") whereby RSI  will  operate
     and  maintain the riverboat.  RSI will be reimbursed for all
     expenses and will receive a management fee of $60 per month.
     The  initial term of the agreement is five years  commencing
     January 1997, with two renewal periods of five years each at
     the option of RSI.

(10) PARTNERS' CAPITAL

     Showboat, the beneficial owner of 55% of SMCP, has committed
     to  a standby equity commitment of up to $30.0 million.  The
     terms of this agreement are as follows:

                              -37-

<PAGE>

     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  $35.0  million  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 $15.0  million
     in any one such full fiscal four-quarter period or more than
     $30.0  million in the aggregate.  SMCP anticipates that  its
     combined  cash  flow  for the first full  four  quarters  of
     operation  will not achieve the $35.0 million threshold  and
     Showboat will be required to contribute approximately  $15.0
     million  under the standby equity commitment.  As  of  March
     12,  1998, Showboat has contributed $1.0 million to SMCP  as
     part of this commitment.

                            PART III

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURES.

     None.

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.  SMFC is wholly owned by SMCP.  SMCP  is  99%
beneficially owned by SMP and 1% beneficially owned  by  Showboat
Marina   Investment  Partnership  ("SMIP").    Showboat   Indiana
Investment Limited Partnership ("SIILP") beneficially owns 55% of
SMP  and SMIP, and Waterfront beneficially owns the remaining 45%
of  each  entity.   Showboat Indiana, Inc. is  the  sole  general
partner  of  SIILP,  and  SIILP is  100%  beneficially  owned  by
Showboat   through   a   chain  of  subsidiaries   of   Showboat.
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.  There  are  no
family  relations  between  or among any  of  the  directors  and
executive officers, except J.K. Houssels is the father of J. Kell
Houssels, III.

      J. Kell Houssels, III, age 48, is a member of the Executive
Committee of SMCP and the President, Chief Executive Officer  and
Chairman  of  the Board of Directors of SMFC and, has  held  such
position since March 1996..  Mr. Houssels, III, has also  been  a
director  of  Showboat Indiana, Inc. since its formation.   HeMr.
Houssels,  III has been a director of Showboat, Inc. since  1983.
He  is the He is currently President and, Chief Executive Officer
of  Showboat,  Inc.  and Ocean Showboat,  Inc.  and  director  of
Showboat,  Inc.  and all of its subsidiaries,  including  Finance
Corporation  since March 1996.  From May 1993  to  May  1995,  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 75, is the Chairman of  the  Board  of
Directors  of  Showboat  and a director of  all  subsidiaries  of
Showboat,  including  Showboat  Indiana,  Inc.   He  has  been  a
director

                              -38-

<PAGE>

of  Showboat Indiana, Inc. since its formation.  Mr. Houssels has
also  been  a director of Showboat, Inc. since 1960.   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 77, is a director of Showboat  and  a
director  of  all of Showboat's subsidiaries, including  Showboat
Indiana,  Inc.  He has been a director of Showboat Indiana,  Inc.
since  its  formation.  Mr. Gaughan has also been a  director  of
Showboat,  Inc. since 1978.  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 70, is a director of Showboat and  all
of  its  subsidiaries, including Showboat Indiana, Inc.   He  has
been  a  director of Showboat Indiana, Inc. since its  formation.
Mr. Modica has also been a director of Showboat, Inc. since 1980.
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 Director Emeritus of First  Security
Bank,  Las  Vegas,  Nevada and since April  1997  a  director  of
Monarch Casino & Resort, Inc.

      H. Gregory Nasky, age 55, is a director of Showboat and all
of  its  subsidiaries, including Showboat Indiana, Inc.   He  has
been  a  director of Showboat Indiana, Inc. since its  formation.
Mr.  Nasky has also been a director of Showboat, Inc. since 1983.
Mr.  Nasky  is also the Executive Vice President of Showboat  and
Showboat  Operating  Company; 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 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  41, 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.  HeMr. Miller has been
the Executive Vice President Financial Administration of Showboat
and   Showboat  Operating  Company  since  November  1997;   Vice
President-Finance of Ocean Showboat, Inc. since April  1988;  and
Vice   President-Finance,  Chief  Financial  Officer   of   Ocean
Showboat, Inc. since April 1991. Mr. Miller previously served  as
Executive  Vice President-Operations of Showboat from  June  1995
until   November  1997  and  as  the  Executive  Vice  President-
Operations  of  Showboat  Operating  Company  from  May  1996  to
November 1997.  and Treasurer and Director of Finance Corporation
since  March  1  1996. From July 1994 to June  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.

                              -39-

<PAGE>

     Carlton Geer, age 44, has been President and Chief Executive
Officer  of  SMCP  and  Showboat Indiana,  Inc.,  Member  of  the
Executive  Committee of SMCP and Director of SMFC since  February
1998.    Mr.  Geer  previously  served  as  President  and  Chief
Executive Officer of Showboat Operating Company from August  1996
until February 1998.  From December 1983 to April 1996, Mr.  Geer
held  various  positions  with  Peppermill  Hotel  Casino,  Reno,
Nevada,  including General Manager from June 1993 to  April  1996
and  Executive  Vice  President of  Hospitality  Operations  from
September  1989 to June 1993.  He serves at the pleasure  of  the
respective board of directors.

      J.  Keith  Wallace, age 56, served as President  and  Chief
Executive  Officer of SMCP from March 1996 until  February  1998,
and Showboat Indiana, Inc. from January 1996 until February 1998.
Mr. Wallace served as a Member of the Executive Committee of SMCP
and  a Director of SMFC from March 1996 until February 1998.  Mr.
Wallace  currently  serves as the President and  Chief  Executive
Officer  of  Showboat Operating Company.  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 February 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.  He serves at  the
pleasure of the boards of directors,

      David  M.  Zamarin,  age 55, has been the  Vice  President-
Marketing for SMCP since February 1998.  Previously, Mr.  Zamarin
served as Vice President-Marketing for Showboat Operating Company
from  August 1996 until February 1998; Director of Marketing  for
the  Peppermill  Hotel & Casino, Reno, Nevada,  from  March  1993
until July 1996.

     Jon D. Zimmerman, age 45, has been the Vice President Casino
Operations  for  SMCP  since  February  1998.   Previously,   Mr.
Zimmerman served as Vice-President Casino Operations for Showboat
Operating  Company  from  December  1996  until  February   1998;
Director of Slots, Bingo, Pull Tabs for Mystic Lake Casino, Prior
Lake,  Minnesota from May 1996 until December 1996, and  Director
of  Slot  Operations for Peppermill Hotel & Casino, Reno, Nevada,
from November 1988 until May 1996.

      Dominick  Gullo, age 55, was the Vice President  of  Gaming
Operations for SMCP from May 1996 until February 1998,  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.   Mr.  Gullo  currently
serves  as  the  Vice  President-Gaming  Operations  of  Showboat
Operating Company.

      Leann  Schneider,  age 44, has been the Vice  President  of
Finance  and  Administration for SMCP, and  the  Vice  President-
Finance,  Treasurer  and  Chief  Financial  Officer  of  Showboat
Indiana,  Inc. since February 1998.  She was the Vice  President-
Finance  of  Showboat  Operating Company from  March  1997  until
February 1998; Vice President Special Projects of Showboat,

                              -40-

<PAGE>

Inc.  from  May  1996  to  February  1997;  President  and  Chief
Executive  Officer  of the Las Vegas Showboat from  January  1996
until  April  1996;  Chief  Financial Officer  and  Treasurer  of
Showboat  Development Company from May 1993 until May  1996;  and
Treasurer of Showboat Indiana, Inc. from September 1993 until May
1996.   From March 1995 to January 1996, she served as  Treasurer
of  Showboat.   From May 1990 until January 1996, she  served  as
Vice  President-Finance and Chief Financial Officer  of  Showboat
and  Showboat Operating Company.  She serves at the  pleasure  of
the respective boards of directors.

      Joseph  G. O'Brien, III, age 35, was the Vice President  of
Finance  and Administration for SMCP from May 1995 until February
1998, the Chief Financial Officer of Showboat Indiana, Inc.  from
April  1996  until  February  1998,  the  Treasurer  of  Showboat
Indiana,  Inc.  from May 1996 until February 1998  and  the  Vice
President  -  Finance and Chief Financial Officer  of  SMFC  from
March 1996 until February 1998. . Mr. O'Brien currently serves as
the  Vice-President Finance of Showboat Operating Company.   From
April  1996  until  February  1998 Mr.  O'Brien  served  as  Vice
President-Finance for Showboat Indiana, Inc.  Mr.  O'Brien  is  a
certified  public  accountant and  has  been  Vice  President  of
Finance  and Administration for the Company since May 1995.  From
June  1993  until April 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
Star   Partnership,   Mr.   O'Brien  was   a   certified   public
accountantCPA public with the firm of Ericksen, Krentel, Canton &
LaPorte in New Orleans, Louisiana from July 1984 to June 1993.

      Dominick  J.  Burzichelli, age  35,  is the  Vice President
of  Human  Resources for SMCP  since  May  1996.   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.

      Michael  A.  Pannos, age 49, 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.  Mr. Pannos was a practicing attorney with
the law  firm  of Pannos & Mindel from 1980  to  1997  and  since
1997 he has been a practicing attorney in the law firm of Michael
A. Pannos.  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 63, is a member  of  the  Executive
Committee  of SMCP, has been a Director of SMFC since March  1996
and  has  beenhas  been  Director,  Treasurer  and  Secretary  of
Waterfront  since  July  3,  1993.  and  a  Director  of  Finance
Corporation since March 1, 1996.  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.

                              -41-

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth all compensation paid by SMCP
during  1995, 1996 and 1997 to the officers and other persons  of
SMCP, in all capacities in which they served.

<TABLE>

<CAPTION>

SUMMARY COMPENSATION TABLE

                                         ANNUAL COMPENSATION                  LONG-TERM COMPENSATION
                                 -----------------------------------   --------------------------------------
                                                                                 AWARDS           PAYOUTS<F1>
                                                                       -------------------------  -----------
                                                                                     SECURI-      LONG- TERM
                                                            OTHER      RESTRICTED  TIES UNDER-    INCENTIVE
NAME AND                                                   ANNUAL        STOCK    LYING OPTIONS/    PLANS        ALL OTHER
PRINCIPAL POSITION        YEAR     SALARY       BONUS   COMPENSATION     AWARDS      SARS<F2>      PAYOUTS      COMPENSATION
------------------        ----   ----------  ---------- ------------   ---------- --------------  -----------  --------------
<S>                       <C>    <C>         <C>          <C>           <C>        <C>           <C>           <C>
J. Keith Wallace......... 1997   $ 241,500   $  37,494    59,294<F3>       -           -         $ 29,625<F4>  $  15,970<F5>
  President and Chief     1996   $ 226,604   $ 150,000    86,429           -       0/48,546      $ 36,750      $   4,036
   Executive Officer      1995   $     ---   $     ---         -           -           -         $    ---      $     ---

Jess Hinkle.............. 1997   $  97,455   $   7,176         -           -           -         $ 11,850<F6>  $ 117,850<F7>
  Vice President of       1996   $ 149,737   $  50,077         -           -           -         $ 14,700      $  11,398
   Operations             1995   $     ---   $     ---         -           -           -         $    ---      $     ---

Dominick Gullo........... 1997   $ 112,615   $   8,999         -           -           -         $ 11,850<F6>  $   9,214<F8>
  Vice President of       1996   $ 104,548   $  20,473         -        24,630     8,000/0       $ 14,700      $  30,122
   Gaming Operations      1995   $     ---   $     ---         -           -           -         $    ---      $     ---

Joseph G. O'Brien, III... 1997   $ 103,680   $   8,999         -           -           -         $ 11,850<F6>  $   5,264<F9>
  Vice President Finance  1996   $  96,300   $  36,000         -           -           -         $ 14,700<F8>  $   1,426
   and Administration     1995   $  85,833   $  21,120         -           -           -         $  9,000<F8>  $  24,622

Dominick J. Burzichelli.. 1997   $  99,983   $   8,999         -           -           -         $ 11,850<F6>  $   4,496<F10>
  Vice President of       1996   $  88,018   $  36,000         -        49,260     10,000/0      $ 14,700      $   1,896
   Human Resources        1995   $  62,468   $  21,120         -           -           -         $  3,000      $  12,846

<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
     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.
<F3> Of this  amount,  $21,512  represents a gross-up  for  state
     income  taxes   incurred,  $18,750   represents  a   housing
     allowance and $19,032 represents spousal travel expenses.
<F4> This amount represents the vesting of 1,500 shares under the
     1994 Plan.
<F5> This amount  represents  $8,712  in   excess  coverage  life
     insurance, $3,161 in medical reimbursement costs and  $4,097
     in SMCP's contribution to Mr. Wallace's 401(k) account.
<F6> This amount  represents the vesting of 600 shares under  the
     1994 Plan.
<F7> Of this  amount,  $68,158  represents a  severance  payment,
     $35,991 represents relocation  expenses,  $3,241  represents
     excess coverage life  insurance, $6,778  represents  medical
     reimbursement    costs    and   $3,682   represents   SMCP's
     contribution to Mr. Hinkle's 401(k) account.
<F8> This amount  represents  $4,054  in   excess  coverage  life
     insurance, $1,569 in medical reimbursement costs, and $3,591
     for SMCP's contribution to Mr. Gullo's 401(k) account.
<F9> This amount  represents $1,145 in excess coverage  life  and
     $4,119 in  SMCP's  contribution  to  Mr.  O'Brien's   401(k)
     account.
<F10>Of  this  amount,  $902  represents  excess   coverage  life
     insurance and $3,594 represents SMCP's contribution  to  Mr.
     Burzichelli's 401(k) account.

</FN>

</TABLE>

                              -42-

<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,
1997 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>
                                                     % BENEFICIAL   % BENEFICIAL    % BENEFICIAL
      NAME AND ADDRESS OF               % OWNERSHIP    OWNERSHIP       OWNERSHIP      OWNERSHIP
       BENEFICIAL OWNER                  WATERFRONT     SHOWBOAT         SMCP            SMFC
       ----------------                  ----------     --------         ----            ----
<S>                                        <C>            <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>                          -            1.1              *              *
2800 Fremont Street
Las Vegas, Nevada 89104

J.K. Houssels<F5>                            -            7.0             3.9            3.9
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

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

                              -43-

<PAGE>

*Beneficial  ownership  does not exceed  1%  of  the  outstanding
 equity interests.

<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.
To  date, no management fees have been paid to SMP since SMCP has
not yet met the requirements set forth in the First Mortgage Note
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'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 liable to SMCP or to  any
Partner  for  its good faith reliance on the provisions  of  SMCP
Agreement.

     Michael A. Pannos and Thomas S. Cappas, who are both members
of  the  Executive Committee of SMCP and Directors and  Executive
Officers   of  Waterfront,  entered  into  employment  agreements
commencing as of October 1, 1997 and terminating on September 30,
1998.   Each  receives a monthly salary of $15,000 in  connection
with  providing  services  related to civic  and  public  affairs
duties, governmental relations duties and special projects.

                              -44-

<PAGE>

      At  all  times during 1997, 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  1997, 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  1997, the law firm of Kummer  Kaempfer  Bonner  &
Renshaw was paid $123,781 by Showboat Marina Casino Partnership.

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:

          Independent Auditors' Report

          Consolidated Balance Sheets as of December 31, 1997 and
          1996.

          Consolidated  Statements  of  Operations  for  the year
          ended  December  31,  1997  and  for  the  Period  from
          March  29,  1996 (commencement of development)  through
          December 31, 1996.

          Consolidated  Statements   of  Partners ' Capital   for
          the  year  ended December 31, 1997 and for  the  Period
          from  March  29,  1996  (commencement  of  development)
          through December 31, 1996.

          Consolidated  Statements  of  Cash  Flows  for the year
          ended  December  31,  1997  and  for  the  Period  from
          March  29,  1996 (commencement of development)  through
          December  31, 1996 - Partnership, and the  Period  from
          January  1, 1996 through March 28, 1996 and year  ended
          December 31, 1995 - Predecessor.

          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.

                              -45-

<PAGE>

     3.   EXHIBITS

NUMBER   EXHIBIT DESCRIPTION

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     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.

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.

10.02    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.

10.03    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.

                              -46-

<PAGE>

10.04    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.

10.05    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.

10.06    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.

10.07    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.

10.08    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.

10.09    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.

10.10    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.

10.11    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.

                              -47-

<PAGE>

10.12    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.

10.13    Ground  Lease,  dated  as of October  22,  1996,  by  and
         between  Showboat  Marina  Casino  Partnership  and  3600
         Michigan   Company   Ltd.  is  incorporated   herein   by
         reference  to  the Company's (SEC File No. 33-4402)  Form
         10-K  for the year ended December 31, 1996, Part IV, Item
         14(c)(3), Exhibit 10.20.

10.14    Master  Lease Agreement dated February 21, 1997,  by  and
         between  PDS  Financial Corporation and  Showboat  Marina
         Casino Partnership; Lease Schedule No. 1 to Master  Lease
         Agreement  dated  February 21, 1997, by and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;  Lease  Schedule  No.  2  to  Master   Lease
         Agreement  dated  February 21, 1997, by and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;  Lease  Schedule  No.  3  to  Master   Lease
         Agreement  dated  February 21, 1997, by and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;  Lease  Schedule  No.  4  to  Master   Lease
         Agreement  dated  February 21, 1997, by and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;  Purchase/Renewal Option to  Lease  Schedule
         No.  1  dated  February  21, 1997,  by  and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;  Purchase/Renewal Option to  Lease  Schedule
         No.  2  dated  February  21, 1997,  by  and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;  Purchase/Renewal Option to  Lease  Schedule
         No.  3  dated  February  21, 1997,  by  and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;  Purchase/Renewal Option to  Lease  Schedule
         No.  4  dated  February 21, 1997,   by  and  between  PDS
         Financial   Corporation   and  Showboat   Marina   Casino
         Partnership;   First   Preferred  Ship   Mortgage   dated
         February   21,   1997,  by  and  between  PDS   Financial
         Corporation   and  Showboat  Marina  Casino  Partnership;
         Intercreditor Agreement dated February 21, 1997,  by  and
         among  PDS Financial Corporation, Showboat Marina  Casino
         Partnership  and  Firstar  Bank  of  Minnesota,  N.A.,  a
         national  banking association are incorporated herein  by
         reference  to  the Company's (SEC File No. 33-4402)  Form
         10-Q  for  the three month period ended March  31,  1997,
         Part II, Item 6(a), Exhibit 10.01.

                              -48-

<PAGE>

10.15    Loan  and Security Agreement dated June 30,1997,  by  and
         between  Showboat  Marina Casino Partnership  and  Finova
         Capital   Corporation;  Intercreditor  and  Subordination
         Agreement  dated  June  30, 1997,  by  and  among  Finova
         capital Corporation, Firstar Bank of Minnesota, N.A.  and
         Showboat  Marina  Casino Partnership;  DLJ  Intercreditor
         and  Subordination Agreement dated June 30, 1997, by  and
         among  Finova  Capital Corporation,  Donaldson  Lufkin  &
         Jenrette  Securities  Corporation, DLJ  Capital  Funding,
         Inc.  and  Showboat  Marina Casino  Partnership;  Secured
         Promissory  Note  dated June 30,  1997,  by  and  between
         Showboat  Marina  Casino Partnership and  Finova  Capital
         Corporation; and Vessel Chattel Mortgage dated  June  30,
         1997,  by  and between Showboat Marina Casino Partnership
         and  Finova  Capital Corporation are incorporated  herein
         by  reference  to  the Company's (SEC File  No.  33-4402)
         Form  10-Q for the six month period ended June 30,  1997,
         Part II, Item 6(a), Exhibit 10.01.

10.16    Interest  Bearing Grid Note dated September 1,  1997,  in
         principal  amount of $3,000,000, by and between  Showboat
         Marina   Casino  Partnership  and  Fleet  Bank,  National
         Association, is incorporated herein by reference  to  the
         Company's (SEC File No. 33-4402) Form 10-Q for  the  nine
         month  period  ended September 30, 1997,  Part  II,  Item
         6(a), Exhibit 10.01.

10.17    Marine  Management Services Agreement dated  October  28,
         1996,  by  and between Showboat Marina Casino Partnership
         and  Riverboat Services, Inc.; First Amendment to  Marine
         Management Services Agreement dated November 3, 1997,  by
         and  between  Showboat Marina, Inc. [sic]  and  Riverboat
         Services, Inc.

21.01    List   of   the   Showboat  Marina  Casino  Partnership's
         Subsidiaries.

27.01    Financial Data Schedule

(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.

                              -49-

<PAGE>

<TABLE>

<CAPTION>

                           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 30, 1998.

<S>                                             <C>
                                                SHOWBOAT MARINA CASINO
                                                PARTNERSHIP, an Indiana general partnership

By:  SHOWBOAT MARINA                            By:   SHOWBOAT MARINA
     INVESTMENT PARTNERSHIP, an                       PARTNERSHIP, an Indiana general
     Indiana general partnership, a general           partnership, a general partner
     partner

By:  SHOWBOAT INDIANA                           By:   SHOWBOAT INDIANA
     INVESTMENT LIMITED                               INVESTMENT LIMITED
     PARTNERSHIP, a Nevada limited                    PARTNERSHIP, a Nevada limited
     partnership, a general partner                   partnership, a general partner

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

     /s/ Carlton L. Geer                              /s/ Carlton L. Geer
     Carlton L. Geer                                  Carlton L. Geer
     President and Chief Executive Officer            President and Chief Executive Officer

By:  WATERFRONT ENTERTAINMENT                   By:   WATERFRONT ENTERTAINMENT
     AND DEVELOPMENT, INC., an                        AND DEVELOPMENT, INC., an
     Indiana corporation, a general partner           Indiana corporation, 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>

                              -50-

<PAGE>

      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.

<TABLE>

<CAPTION>

           SIGNATURES                            TITLE                        DATE
           ----------                            -----                        ----
<S>                                    <C>                               <C>
SHOWBOAT MARINA                        General Partner of Showboat       March 30, 1998
PARTNERSHIP, an Indiana general         Marina Casino Partnership
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/ Carlton L. Geer
      Carlton L. Geer
      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

</TABLE>

                              -51-

<PAGE>

<TABLE>

<CAPTION>

          SIGNATURES                               TITLE                          DATE
          ----------                               -----                          ----
<S>                                   <C>                                    <C>
SHOWBOAT MARINA                              General Partner of              March 30, 1998
INVESTMENT 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/ Carlton L. Geer
     Carlton L. Geer
     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

</TABLE>

                              -52-

<PAGE>

<TABLE>

<CAPTION>

    SIGNATURES                        TITLE                         DATE
    ----------                        -----                         ----
<S>                     <C>                                    <C>
/s/ Carlton L. Geer     President and Chief Executive          March 30, 1998
Carlton L. Geer         Officer of Showboat Indiana, Inc.
                        (Principal Executive Officer of
                        Showboat Indiana, Inc.)

                        Vice President Finance and Chief       March 30, 1998
                        Financial Officer of Showboat
                        Indiana, Inc.  (Principal Financial
/s/ Leann Schneider     and Accounting Officer
Leann Schneider         of Showboat Indiana, Inc.)

/s/ J.K. Houssels       Director of Showboat Indiana, Inc.     March 30, 1998
J.K. Houssels

/s/ John D. Gaughan     Director of Showboat Indiana, Inc.     March 30, 1998
John D. Gaughan

/s/ Frank A. Modica     Director of Showboat Indiana, Inc.     March 30, 1998
Frank A. Modica

/s/ H. Gregory Nasky    Director of Showboat Indiana, Inc.     March 30, 1998
H. Gregory Nasky

/s/ J.K. Houssels, III  Director of Showboat Indiana, Inc.     March 30,1998
J.K. Houssels, III

                        Director and President of              March 30, 1998
/s/ Michael A. Pannos   Waterfront Entertainment and
Michael A. Pannos       Development, Inc. (Principal
                        Executive Officer of Waterfront
                        Entertainment and Development, Inc.

</TABLE>

                              -53-

<PAGE>

<TABLE>

<CAPTION>

       SIGNATURES                         TITLE                      DATE
       ----------                         -----                      ----
<S>                          <C>                                 <C>
/s/ Thomas S. Cappas         Director and Treasurer (Principal   March 30, 1998
Thomas S. Cappas             Financial and Accounting
                             Officer) of Waterfront
                             Entertainment and
                             Development, Inc.

/s/ Leann Schneider          Vice President Finance and          March 30, 1998
Leann Schneider              Chief Financial Officer
                             (Principal Financial and
                             Accounting Officer) of SMFC

/s/ J. Kell Houssels, III    Director, President and Chief       March 30, 1998
J. Kell Houssels, III        Executive Officer of SMFC

/s/ Mark J. Miller           Director of SMFC                    March 30, 1998
Mark J. Miller

/s/ Michael A. Pannos        Director of SMFC                    March 30, 1998
Michael A. Pannos

/s/ Thomas S. Cappas         Director of SMFC                    March 30, 1998
Thomas S. Cappas

/s/ Carlton L. Geer          Director of SMFC                    March 30, 1998
Carlton L. Geer

</TABLE>

                              -54-

<PAGE>

                          EXHIBIT INDEX

NUMBER   EXHIBIT DESCRIPTION                                   PAGE

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     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.

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.

10.02    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.

                              -55-

<PAGE>

10.03    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.

10.04    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.

10.05    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.

10.06    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.

10.07    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.

10.08    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.

10.09    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.

                              -56-

<PAGE>

10.10    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.

10.11    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.

10.12    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.

10.13    Ground  Lease, dated as of October 22, 1996,  by  and
         between  Showboat Marina Casino Partnership and  3600
         Michigan  Company  Ltd.  is  incorporated  herein  by
         reference  to  the Company's (SEC File  No.  33-4402)
         Form  10-K for the year ended December 31, 1996, Part
         IV, Item 14(c)(3), Exhibit 10.20.

10.14    Master  Lease Agreement dated February 21,  1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino Partnership; Lease Schedule No.  1  to
         Master  Lease Agreement dated February 21,  1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino Partnership; Lease Schedule No.  2  to
         Master  Lease Agreement dated February 21,  1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino Partnership; Lease Schedule No.  3  to
         Master  Lease Agreement dated February 21,  1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino Partnership; Lease Schedule No.  4  to
         Master  Lease Agreement dated February 21,  1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino  Partnership; Purchase/Renewal  Option
         to  Lease Schedule No. 1 dated February 21, 1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino  Partnership; Purchase/Renewal  Option
         to  Lease Schedule No. 2 dated February 21, 1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino  Partnership; Purchase/Renewal  Option
         to  Lease Schedule No. 3 dated February 21, 1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino  Partnership; Purchase/Renewal  Option
         to  Lease Schedule No. 4 dated February 21, 1997,  by
         and  between  PDS Financial Corporation and  Showboat
         Marina  Casino  Partnership;  First  Preferred   Ship
         Mortgage dated February 21, 1997, by and between  PDS
         Financial  Corporation  and  Showboat  Marina  Casino
         Partnership;  Intercreditor Agreement dated  February
         21,  1997,  by  and among PDS Financial  Corporation,
         Showboat  Marina Casino Partnership and Firstar  Bank
         of  Minnesota, N.A.,  a  national banking association

                              -57-

<PAGE>

         are   incorporated   herein  by  reference   to   the
         Company's  (SEC File No. 33-4402) Form 10-Q  for  the
         three  month  period ended March 31, 1997,  Part  II,
         Item 6(a), Exhibit 10.01.

10.15    Loan  and  Security Agreement dated June 30,1997,  by
         and  between  Showboat Marina Casino Partnership  and
         Finova   Capital   Corporation;   Intercreditor   and
         Subordination Agreement dated June 30, 1997,  by  and
         among  Finova  capital Corporation, Firstar  Bank  of
         Minnesota,   N.A.   and   Showboat   Marina    Casino
         Partnership;   DLJ  Intercreditor  and  Subordination
         Agreement  dated June 30, 1997, by and  among  Finova
         Capital  Corporation,  Donaldson  Lufkin  &  Jenrette
         Securities  Corporation, DLJ  Capital  Funding,  Inc.
         and   Showboat  Marina  Casino  Partnership;  Secured
         Promissory  Note dated June 30, 1997, by and  between
         Showboat   Marina  Casino  Partnership   and   Finova
         Capital  Corporation;  and  Vessel  Chattel  Mortgage
         dated  June 30, 1997, by and between Showboat  Marina
         Casino  Partnership  and Finova  Capital  Corporation
         are   incorporated   herein  by  reference   to   the
         Company's  (SEC File No. 33-4402) Form 10-Q  for  the
         six  month period ended June 30, 1997, Part II,  Item
         6(a), Exhibit 10.01.

10.16    Interest  Bearing Grid Note dated September 1,  1997,
         in  principal  amount of $3,000,000, by  and  between
         Showboat  Marina Casino Partnership and  Fleet  Bank,
         National  Association,  is  incorporated  herein   by
         reference  to  the Company's (SEC File  No.  33-4402)
         Form  10-Q  for the nine month period ended September
         30, 1997, Part II, Item 6(a), Exhibit 10.01.

10.17    Marine  Management Services Agreement  dated  October   59
         28,  1996,  by  and  between Showboat  Marina  Casino
         Partnership  and  Riverboat  Services,  Inc.;   First
         Amendment  to  Marine Management  Services  Agreement
         dated  November  3,  1997, by  and  between  Showboat
         Marina, Inc. [sic] and Riverboat Services, Inc.

21.01    List  of  the  Showboat  Marina Casino  Partnership's  82
         Subsidiaries.

27.01    Financial Data Schedule                                84

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