August 3, 1994
VIA EDGAR - REGULAR MAIL
________________________
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Showboat, Inc. (the "Company")
Registration No. 33-54327
3,565,000 Shares of Common Stock
Application to Withdraw
Ladies and Gentlemen:
Pursuant to Rule 477, please accept this letter as the
Company's application to withdraw the referenced registration
statement ("Registration Statement"). The Company has determined
that, based on current market conditions and the cash needs of
the Company, it would not be in the best interests of the Company
to pursue the effectiveness of the Registration Statement at this
time. The Company understands that the fee paid upon the filing
of the Registration Statement will not be returned.
Your consideration of this application to withdraw is
appreciated. If you have questions, please contact the
undersigned or John Brewer (702/792-7000) at your convenience.
Sincerely,
SHOWBOAT, INC.
/s/ R. Craig Bird
R. Craig Bird
Executive Vice President -
Finance and Development
U.S. Securities and Exchange Commission
August 3, 1994
Page 2
cc: Charles Sjoquist
Kit Jordan
J. K. Houssels
J. K. Houssels, III
Leann Schneider
Steve Puccinelli
John Stuart
John N. Brewer
Raymond Y. Lin
Gary Acord
Nevada State Gaming Control Board
Nevada Gaming Commission
New Jersey Casino Control Commission
New Jersey Division of Gaming Enforcement
