content: <PAGE>   1
        As filed with the Securities and Exchange Commission on July 6, 1998
                                                   Registration No. 333-__________
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                             ---------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                    BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
               (Exact name of registrant as specified in its charter)
  
            COLORADO                                              84-1158484
  -------------------------------                           ----------------------
  (State or other jurisdiction of                              (I.R.S. employer
  incorporation or organization)                            identification number)
  
  
                BOX S     
         BLACK HAWK, COLORADO                                        80422
  ----------------------------------------                  ----------------------
  (Address of principal executive offices)                        (Zip code)
  
                     1994 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
                          1996 INCENTIVE STOCK OPTION PLAN
                     ------------------------------------------- 
                               (Full titles of plans)
  
  
                             STEPHEN R. ROARK, PRESIDENT
                    BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
                                       BOX S
                             BLACK HAWK, COLORADO 80422
                    ---------------------------------------------
                       (Name and address of agent for service)
  
  
                                   (303) 216-0908
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
  
                                     COPIES TO:
                                SAMUEL E. WING, ESQ.
                                JONES & KELLER, P.C.
                              1625 BROADWAY, SUITE 1600
                               DENVER, COLORADO 80202
                              TELEPHONE: (303) 573-1600
                              FACSIMILE: (303) 893-6506
  
  
  <PAGE>   2
  
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                                           Proposed                 Proposed
                                                                            Maximum                  Maximum              Amount of
                                                 Amount to be           Offering Price              Aggregate            Registration
     Title of Each Class of Securities           Registered(5)             Per Share             Offering Price              Fee
  ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                            <C>                    <C>                      <C>                     <C>
  Common Stock(1)                                   236,850                $5.85(3)                $1,385,573                $409
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock(2)                                   321,650                 5.79(4)                 1,862,354                 549
  ------------------------------------------------------------------------------------------------------------------------------------
  Totals                                            558,500                   --                   $3,247,927                $958
  ====================================================================================================================================
  </TABLE>
  
  (1) Shares underlying options granted to six employees under the 1994 Employees'
      Incentive Stock Option Plan.
  
  (2) Shares underlying options granted to 13 employees under the 1996 Incentive
      Stock Option Plan.
  
  (3) The option exercise prices vary from $5.63 per share to $6.19 per share; the
      weighted average exercise price is $5.85.
  
  (4) The option exercise prices vary from $5.63 per share to $7.75 per share; the
      weighted average exercise price is $5.79.
  
  (5) Any additional shares of Common Stock to be issued as a result of stock
      dividends, stock splits, or similar transactions shall be covered by this
      Registration Statement as provided in Rule 416.
  
  
  <PAGE>   3
  
  
                                       PART I
                             INFORMATION REQUIRED IN THE
                              SECTION 10(a) PROSPECTUS
  
           Document(s) containing information specified by Part I of the form of
  Registration Statement on Form S-8, promulgated under the Securities Act of
  1933, as amended (the "1933 Act"), will be sent or given to participants in both
  the 1994 Employees' Incentive Stock Option Plan and the 1996 Incentive Stock
  Option Plan, as specified in Rule 428(b)(1) promulgated by the Securities and
  Exchange Commission (the "Commission") under the 1933 Act. Such document(s) are
  not being filed with the Commission but constitute (along with the documents
  incorporated by reference into this Form S-8 Registration Statement (the
  "Registration Statement") pursuant to Item 3 of Part II hereof), a prospectus
  that meets the requirements of Section 10(a) of the 1933 Act.
  
  
  
  
                                         1
  
  <PAGE>   4
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference
  
           The following documents are hereby incorporated by reference into this
  Registration Statement:
  
                    1. The Registrant's Annual Report on Form 10-K for the year
           ended December 31, 1997 filed with the Securities and Exchange
           Commission (the "Commission") on March 30, 1998.
  
                    2. The Registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1998.
  
                    3. The Registrant's Current Report on Form 8-K filed with the
           Commission on January 6, 1998.
  
                    4. The Registrant's Current Report on Form 8-K filed with the
           Commission on April 28, 1998.
  
                    5. The Registrant's Current Report on Form 8-K filed with the
           Commission on June 1, 1998.
  
                    6. The Registrant's definitive Proxy Statement dated June 4,
           1998 for use at its July 2, 1998 Annual Meeting of Shareholders.
  
                    7. All documents subsequently filed by the Registrant with the
           Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
           Act prior to the filing of a post-effective amendment that indicates
           that all shares offered hereby have been sold or that deregisters all
           shares then remaining unsold, shall be deemed to be incorporated by
           reference and to be a part hereof from the date of filing of such
           documents.
  
  Item 4.           Description of Securities.
  
                                                    Not applicable.
  
  Item 5.           Interests of Named Experts and Counsel.
  
           Counsel. Samuel E. Wing, a shareholder of Jones & Keller, P.C., 
  counsel to the Registrant, through his SEP/IRA Plan owns 5,000 shares of the
  Registrant's common stock.
  
  Item 6.           Indemnification of Officers and Directors.
  
           Directors, officers, employees and agents of the Registrant may be
  entitled to benefit from the indemnification provisions contained in the
  Colorado Business Corporation Act, Title Seven of the Colorado Revised Statutes
  (the "CBCA") and the Registrant's Articles of Incorporation. In addition,
  certain provisions in the CBCA and the Articles of Incorporation limit
  
                                        II-1
  
  <PAGE>   5
  
  
  
  the liability of directors of the Registrant. The general effect of these
  provisions is summarized below:
  
           Article 109 of the CBCA permits a Colorado corporation to indemnify any
  person who was or is a party or is threatened to be made a party to any suit,
  action or other proceeding by reason of the fact that such person is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, or other enterprise. Such indemnification may
  be against expenses, including attorneys' fees, judgments, fines and other
  amounts in connection with such proceeding. Indemnification is available if such
  person acted in good faith and in a manner reasonably believed to be in or not
  opposed to the best interests of the corporation, or, with respect to any
  criminal action or proceeding, such person had no reasonable cause to believe
  that the conduct was unlawful. Unless a court of competent jurisdiction
  otherwise orders, indemnification is not available in connection with a
  proceeding by or in the right of the corporation if the person is adjudged
  liable to the corporation or derived an improper personal benefit. A corporation
  is required to indemnify a director or officer who is wholly successful in the
  defense of any such proceeding. Expenses (including attorneys' fees) incurred by
  a director, officer, employee or agent of the corporation in defending any such
  proceeding may be advanced by the corporation before the final disposition if
  such person furnishes an undertaking to repay such advances if it is ultimately
  determined that such person is not entitled to be indemnified. Before a
  corporation may indemnify or advance expenses to a person under these
  provisions, the board of directors (excluding any directors are parties to such
  a proceeding), independent legal counsel appointed by the board of directors, or
  the shareholders must provide authorization. A corporation may purchase
  insurance against any liability of individuals for whom the corporation may
  provide such indemnification. Any provisions in a corporation's articles of
  incorporation, bylaws, resolutions or in a contract (except an insurance policy)
  for such indemnification are valid only to the extent not inconsistent with
  Article 100 of the CBCA.
  
           Section 7-108-402 of the CBCA permits a corporation, if so provided in
  the articles of incorporation, to eliminate or limit the personal liability of a
  director to the corporation or its shareholders for monetary damages for breach
  of fiduciary duty. However, such a provision cannot eliminate or limit such
  liability arising out of a breach of the director's duty of loyalty, acts or
  omissions not in good faith or which involve intentional misconduct or knowing
  violations of law, unlawful distributions, or any transaction for which the
  director derived an improper personal benefit. Article XV of the Company's
  Articles of Incorporation provides for such elimination of director liability.
  
           Article NINTH of the Registrant's Articles of Incorporation also
  provides broad indemnification to officers, directors, employees and agents,
  generally paralleling those available under the statute described above.
  
           Article VIII of the Registrant's Bylaws provide indemnification to
  officers, directors, employees and agents, again generally paralleling and
  reiterating the above referenced basis of such indemnification.
  
  Item 7.           Exemption From Registration Claimed.
  
                                                    Not applicable.
  
  
                                        II-2
  
  <PAGE>   6
  
  
  
  Item 8.       Exhibits.
  
           Exhibit No.                              Description
           -----------                              -----------
                5                 Opinion and Consent of Jones & Keller, P.C. as 
                                  to the legality of the securities being 
                                  registered.
                23.1              Consent of Deloitte & Touche LLP.
                23.2              Consent of Jones & Keller, P.C. (see Exhibit 
                                  No. 5).
  
  Item 9.       Undertakings.
  
           (a) The undersigned Registrant hereby undertakes (1) to file, during
  any period in which offers or sales are being made, a post-effective amendment
  to this Registration Statement (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement; (iii) to include any material information with respect
  to the plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement; provided, however, that clauses (a)(1)(i)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  clauses is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
  Registration Statement; (2) that, for the purpose of determining any liability
  under the 1933 Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and (3) to remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the 1933 Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred or
  paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.
  
                                        II-3
  
  <PAGE>   7
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Golden, State of Colorado, on this 2nd day of July,
  1998.
  
                                                  BLACK HAWK GAMING & DEVELOPMENT
                                                  COMPANY, INC.
  
  
                                                  By: /s/ Stephen R. Roark
                                                      ----------------------------
                                                      Stephen R. Roark, President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
           Signature                     Title                          Date
           ---------                     -----                          ----
  <S>                           <C>                                <C>
  By: /s/ Jeffrey P. Jacobs     Chairman of the Board and          July 2, 1998
      -----------------------   Chief Executive Officer
      Jeffrey P. Jacobs         
  
  By: /s/ Stephen R. Roark      President and Chief Financial      July 2, 1998
      -----------------------   and Accounting Officer and a
      Stephen R. Roark          Director
  
  By: /s/ Frank B. Day          Director                           July 2, 1998
      -----------------------
      Frank B. Day
  
  By: /s/ J. Patrick McDuff     Director                           July 2, 1998
      -----------------------
      J. Patrick McDuff
  
  By: /s/ Robert H. Hughes      Director                           July 2, 1998
      -----------------------
      Robert H. Hughes
  
  By: /s/ Martin S. Winick      Director                           July 2, 1998
      -----------------------
      Martin S. Winick
  
  By: /s/ Timothy Knudsen       Director                           July 2, 1998
      -----------------------
      Timothy Knudsen
  </TABLE>
  
  
  
  
                                        II-4
  
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <S>        <C>
  5          Opinion and Consent of Jones & Keller, P.C. as to the legality
             of the securities being registered.
  23.1       Consent of Deloitte & Touche LLP.
  23.2       Consent of Jones & Keller, P.C. (see Exhibit No. 5).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18356}]
metadata_filer: {"company-data": {"conformed-name": "BLACK HAWK GAMING & DEVELOPMENT CO INC", "cik": "0000896495", "assigned-sic": "7011", "irs-number": "841158484", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58537", "film-number": "98660686"}, "business-address": {"street1": "17301 WEST COLFAX AVE.", "street2": "SUITE 170", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3032160908"}, "mail-address": {"street1": "2060 BROADWAY", "street2": "SUITE 400", "city": "BOULDER", "state": "CO", "zip": "80302"}}
text: 1
        As filed with the Securities and Exchange Commission on July 6, 1998
                                                   Registration No. 333-__________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                             ---------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                    BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
               (Exact name of registrant as specified in its charter)
  
            COLORADO                                              84-1158484
  -------------------------------                           ----------------------
  (State or other jurisdiction of                              (I.R.S. employer
  incorporation or organization)                            identification number)
  
                BOX S     
         BLACK HAWK, COLORADO                                        80422
  ----------------------------------------                  ----------------------
  (Address of principal executive offices)                        (Zip code)
  
                     1994 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
                          1996 INCENTIVE STOCK OPTION PLAN
                     ------------------------------------------- 
                               (Full titles of plans)
  
                             STEPHEN R. ROARK, PRESIDENT
                    BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
                                       BOX S
                             BLACK HAWK, COLORADO 80422
                    ---------------------------------------------
                       (Name and address of agent for service)
  
                                   (303) 216-0908
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                     COPIES TO:
                                SAMUEL E. WING, ESQ.
                                JONES & KELLER, P.C.
                              1625 BROADWAY, SUITE 1600
                               DENVER, COLORADO 80202
                              TELEPHONE: (303) 573-1600
                              FACSIMILE: (303) 893-6506
  2
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                                           Proposed                 Proposed
                                                                            Maximum                  Maximum              Amount of
                                                 Amount to be           Offering Price              Aggregate            Registration
     Title of Each Class of Securities           Registered(5)             Per Share             Offering Price              Fee
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock(1)                                   236,850                $5.85(3)                $1,385,573                $409
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock(2)                                   321,650                 5.79(4)                 1,862,354                 549
  ------------------------------------------------------------------------------------------------------------------------------------
  Totals                                            558,500                   --                   $3,247,927                $958
  ====================================================================================================================================
  (1) Shares underlying options granted to six employees under the 1994 Employees'
      Incentive Stock Option Plan.
  
  (2) Shares underlying options granted to 13 employees under the 1996 Incentive
      Stock Option Plan.
  
  (3) The option exercise prices vary from $5.63 per share to $6.19 per share; the
      weighted average exercise price is $5.85.
  
  (4) The option exercise prices vary from $5.63 per share to $7.75 per share; the
      weighted average exercise price is $5.79.
  
  (5) Any additional shares of Common Stock to be issued as a result of stock
      dividends, stock splits, or similar transactions shall be covered by this
      Registration Statement as provided in Rule 416.
  3
  
                                       PART I
                             INFORMATION REQUIRED IN THE
                              SECTION 10(a) PROSPECTUS
  
           Document(s) containing information specified by Part I of the form of
  Registration Statement on Form S-8, promulgated under the Securities Act of
  1933, as amended (the "1933 Act"), will be sent or given to participants in both
  the 1994 Employees' Incentive Stock Option Plan and the 1996 Incentive Stock
  Option Plan, as specified in Rule 428(b)(1) promulgated by the Securities and
  Exchange Commission (the "Commission") under the 1933 Act. Such document(s) are
  not being filed with the Commission but constitute (along with the documents
  incorporated by reference into this Form S-8 Registration Statement (the
  "Registration Statement") pursuant to Item 3 of Part II hereof), a prospectus
  that meets the requirements of Section 10(a) of the 1933 Act.
  
                                         1
  4
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference
  
           The following documents are hereby incorporated by reference into this
  Registration Statement:
  
                    1. The Registrant's Annual Report on Form 10-K for the year
           ended December 31, 1997 filed with the Securities and Exchange
           Commission (the "Commission") on March 30, 1998.
  
                    2. The Registrant's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1998.
  
                    3. The Registrant's Current Report on Form 8-K filed with the
           Commission on January 6, 1998.
  
                    4. The Registrant's Current Report on Form 8-K filed with the
           Commission on April 28, 1998.
  
                    5. The Registrant's Current Report on Form 8-K filed with the
           Commission on June 1, 1998.
  
                    6. The Registrant's definitive Proxy Statement dated June 4,
           1998 for use at its July 2, 1998 Annual Meeting of Shareholders.
  
                    7. All documents subsequently filed by the Registrant with the
           Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
           Act prior to the filing of a post-effective amendment that indicates
           that all shares offered hereby have been sold or that deregisters all
           shares then remaining unsold, shall be deemed to be incorporated by
           reference and to be a part hereof from the date of filing of such
           documents.
  
  Item 4.           Description of Securities.
  
                                                    Not applicable.
  
  Item 5.           Interests of Named Experts and Counsel.
  
           Counsel. Samuel E. Wing, a shareholder of Jones & Keller, P.C., 
  counsel to the Registrant, through his SEP/IRA Plan owns 5,000 shares of the
  Registrant's common stock.
  
  Item 6.           Indemnification of Officers and Directors.
  
           Directors, officers, employees and agents of the Registrant may be
  entitled to benefit from the indemnification provisions contained in the
  Colorado Business Corporation Act, Title Seven of the Colorado Revised Statutes
  (the "CBCA") and the Registrant's Articles of Incorporation. In addition,
  certain provisions in the CBCA and the Articles of Incorporation limit
  
                                        II-1
  5
  
  the liability of directors of the Registrant. The general effect of these
  provisions is summarized below:
  
           Article 109 of the CBCA permits a Colorado corporation to indemnify any
  person who was or is a party or is threatened to be made a party to any suit,
  action or other proceeding by reason of the fact that such person is or was a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, or other enterprise. Such indemnification may
  be against expenses, including attorneys' fees, judgments, fines and other
  amounts in connection with such proceeding. Indemnification is available if such
  person acted in good faith and in a manner reasonably believed to be in or not
  opposed to the best interests of the corporation, or, with respect to any
  criminal action or proceeding, such person had no reasonable cause to believe
  that the conduct was unlawful. Unless a court of competent jurisdiction
  otherwise orders, indemnification is not available in connection with a
  proceeding by or in the right of the corporation if the person is adjudged
  liable to the corporation or derived an improper personal benefit. A corporation
  is required to indemnify a director or officer who is wholly successful in the
  defense of any such proceeding. Expenses (including attorneys' fees) incurred by
  a director, officer, employee or agent of the corporation in defending any such
  proceeding may be advanced by the corporation before the final disposition if
  such person furnishes an undertaking to repay such advances if it is ultimately
  determined that such person is not entitled to be indemnified. Before a
  corporation may indemnify or advance expenses to a person under these
  provisions, the board of directors (excluding any directors are parties to such
  a proceeding), independent legal counsel appointed by the board of directors, or
  the shareholders must provide authorization. A corporation may purchase
  insurance against any liability of individuals for whom the corporation may
  provide such indemnification. Any provisions in a corporation's articles of
  incorporation, bylaws, resolutions or in a contract (except an insurance policy)
  for such indemnification are valid only to the extent not inconsistent with
  Article 100 of the CBCA.
  
           Section 7-108-402 of the CBCA permits a corporation, if so provided in
  the articles of incorporation, to eliminate or limit the personal liability of a
  director to the corporation or its shareholders for monetary damages for breach
  of fiduciary duty. However, such a provision cannot eliminate or limit such
  liability arising out of a breach of the director's duty of loyalty, acts or
  omissions not in good faith or which involve intentional misconduct or knowing
  violations of law, unlawful distributions, or any transaction for which the
  director derived an improper personal benefit. Article XV of the Company's
  Articles of Incorporation provides for such elimination of director liability.
  
           Article NINTH of the Registrant's Articles of Incorporation also
  provides broad indemnification to officers, directors, employees and agents,
  generally paralleling those available under the statute described above.
  
           Article VIII of the Registrant's Bylaws provide indemnification to
  officers, directors, employees and agents, again generally paralleling and
  reiterating the above referenced basis of such indemnification.
  
  Item 7.           Exemption From Registration Claimed.
  
                                                    Not applicable.
  
                                        II-2
  6
  
  Item 8.       Exhibits.
  
           Exhibit No.                              Description
           -----------                              -----------
                5                 Opinion and Consent of Jones & Keller, P.C. as 
                                  to the legality of the securities being 
                                  registered.
                23.1              Consent of Deloitte & Touche LLP.
                23.2              Consent of Jones & Keller, P.C. (see Exhibit 
                                  No. 5).
  
  Item 9.       Undertakings.
  
           (a) The undersigned Registrant hereby undertakes (1) to file, during
  any period in which offers or sales are being made, a post-effective amendment
  to this Registration Statement (i) to include any prospectus required by Section
  10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement; (iii) to include any material information with respect
  to the plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement; provided, however, that clauses (a)(1)(i)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  clauses is contained in periodic reports filed by the Registrant pursuant to
  Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
  Registration Statement; (2) that, for the purpose of determining any liability
  under the 1933 Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and (3) to remove from registration by means of a
  post-effective amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the 1933
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the 1933 Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Registrant of expenses incurred or
  paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the 1933 Act and will be governed by the final
  adjudication of such issue.
  
                                        II-3
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Golden, State of Colorado, on this 2nd day of July,
  1998.
  
                                                  BLACK HAWK GAMING & DEVELOPMENT
                                                  COMPANY, INC.
  
                                                  By: /s/ Stephen R. Roark
                                                      ----------------------------
                                                      Stephen R. Roark, President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                     Title                          Date
           ---------                     -----                          ----
  By: /s/ Jeffrey P. Jacobs     Chairman of the Board and          July 2, 1998
      -----------------------   Chief Executive Officer
      Jeffrey P. Jacobs         
  
  By: /s/ Stephen R. Roark      President and Chief Financial      July 2, 1998
      -----------------------   and Accounting Officer and a
      Stephen R. Roark          Director
  
  By: /s/ Frank B. Day          Director                           July 2, 1998
      -----------------------
      Frank B. Day
  
  By: /s/ J. Patrick McDuff     Director                           July 2, 1998
      -----------------------
      J. Patrick McDuff
  
  By: /s/ Robert H. Hughes      Director                           July 2, 1998
      -----------------------
      Robert H. Hughes
  
  By: /s/ Martin S. Winick      Director                           July 2, 1998
      -----------------------
      Martin S. Winick
  
  By: /s/ Timothy Knudsen       Director                           July 2, 1998
      -----------------------
      Timothy Knudsen
  II-4
  8
  
                                  INDEX TO EXHIBITS
  5          Opinion and Consent of Jones & Keller, P.C. as to the legality
             of the securities being registered.
  23.1       Consent of Deloitte & Touche LLP.
  23.2       Consent of Jones & Keller, P.C. (see Exhibit No. 5).